The SEI European ex-U.K. Equity Fund - Global€¦ · 5.1.2 Reelect Jean-Christophe Deslarzes as...

Reo@ Voting Report

The SEI European ex-U.K. Equity Fund

VOTING RECORDS

FROM:01/04/2019 TO: 30/06/2019

The SEI European ex-U.K. Equity Fund All Votes Report

Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019

ABB Ltd.

Meeting Date: 05/02/2019 Country: Switzerland

Meeting Type: Annual Ticker: ABBN

Primary ISIN: CH0012221716 Primary SEDOL: 7108899

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Accept Financial Statements and Statutory Reports

1

Mgmt For For Approve Remuneration Report 2

Mgmt For For Approve Discharge of Board and Senior Management

3

Mgmt For For Approve Allocation of Income and Dividends of CHF 0.80 per Share

4

Mgmt For For Approve Creation of CHF 24 Million Pool of Capital without Preemptive Rights

5

Mgmt For For Approve Maximum Remuneration of Board of Directors in the Amount of CHF 4.7 Million

6.1

Mgmt For For Approve Maximum Remuneration of Executive Committee in the Amount of CHF 55.5 Million

6.2

Mgmt For For Elect Matti Alahuhta as Director 7.1

Mgmt For For Elect Gunnar Brock as Director 7.2

Mgmt For For Elect David Constable as Director 7.3

Mgmt For For Elect Lars Foerberg as Director 7.4

Mgmt For For Elect Frederico Curado as Director 7.5

Mgmt For For Elect Jennifer Xin-Zhe Li as Director 7.6

Mgmt For For Elect Geraldine Matchett as Director 7.7

Mgmt For For Elect Satish Pai as Director 7.8

Mgmt For For Elect David Meline as Director 7.9

Mgmt For For Elect Jacob Wallenberg as Director 7.10

Mgmt For For Elect Peter Voser as Director and Board Chairman

7.11

Mgmt For For Appoint David Constable as Member of the Compensation Committee

8.1

Mgmt For For Appoint Frederico Curado as Member of the Compensation Committee

8.2

Mgmt For For Appoint Jennifer Xin-Zhe Li as Member of the Compensation Committee

8.3

Mgmt For For Designate Hans Zehnder as Independent Proxy 9

Page 1 of 294



ABB Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Ratify KPMG AG as Auditors 10

Mgmt Against For Transact Other Business (Voting) 11

Voter Rationale: A vote AGAINST is warranted because: - This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and - The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.

Adecco Group AG


Meeting Type: Annual Ticker: ADEN


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Accept Financial Statements and Statutory

Reports Mgmt For For

Mgmt For For Approve Remuneration Report 1.2

Mgmt For For Approve Allocation of Income and Dividends of

CHF 2.50 per Share 2

Mgmt For For Approve Discharge of Board and Senior

Management 3

Mgmt For For Approve Remuneration of Directors in the

Amount of CHF 5.1 Million 4.1

Mgmt For For Approve Remuneration of Executive Committee

in the Amount of CHF 35 Million 4.2

Mgmt For For Reelect Rolf Doerig as Director and Board

Chairman 5.1.1

Mgmt For For Reelect Jean-Christophe Deslarzes as Director 5.1.2

Mgmt For For Reelect Ariane Gorin as Director 5.1.3

Mgmt For For Reelect Alexander Gut as Director 5.1.4

Mgmt For For Reelect Didier Lamouche as Director 5.1.5

Mgmt For For Reelect David Prince as Director 5.1.6

Mgmt For For Reelect Kathleen Taylor as Director 5.1.7

Mgmt For For Reelect Regula Wallimann as Director 5.1.8

Mgmt For For Reappoint Jean-Christophe Deslarzes as

Member of the Compensation Committee 5.2.1

Page 2 of 294



Adecco Group AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reappoint Kathleen Taylor as Member of the

Compensation Committee 5.2.2

Mgmt For For Appoint Didier Lamouche as Member of the


Mgmt For For Designate Anwaltskanzlei Keller KLG as

Independent Proxy 5.3

Mgmt For For Ratify Ernst & Young AG as Auditors 5.4

Mgmt For For Approve Creation of CHF 816,720 Million Pool of

Capital without Preemptive Rights 6

Mgmt For For Approve Reduction in Share Capital via

Cancellation of Repurchased Shares 7


Voter Rationale: A vote AGAINST is warranted because - This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and - The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.

adidas AG

Meeting Date: 05/09/2019 Country: Germany

Meeting Type: Annual Ticker: ADS

Primary ISIN: DE000A1EWWW0 Primary SEDOL: 4031976

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Receive Financial Statements and Statutory

Reports for Fiscal 2018 (Non-Voting) Mgmt


EUR 3.35 per Share 2

Mgmt For For Approve Discharge of Management Board for

Fiscal 2018 3

Mgmt Against For Approve Discharge of Supervisory Board for

Fiscal 2018 4

Voter Rationale: The company should reduce director terms and, ideally, introduce annual re-elections, in order to facilitate a more dynamic board refreshment process.

Mgmt Against For Reelect Ian Gallienne to the Supervisory Board 5.1

Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For For Reelect Herbert Kauffmann to the Supervisory

Board 5.2

Page 3 of 294



adidas AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Reelect Igor Landau to the Supervisory Board 5.3

Voter Rationale: This director is not an independent director, yet sits on a remuneration committee that is majority non-independent. The remuneration committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For For Reelect Kathrin Menges to the Supervisory Board

5.4

Mgmt Against For Reelect Nassef Sawiris to the Supervisory Board 5.5


Mgmt For For Elect Thomas Rabe to the Supervisory Board 5.6

Mgmt For For Elect Bodo Uebber to the Supervisory Board 5.7

Mgmt For For Elect Jing Ulrich to the Supervisory Board 5.8

Mgmt For For Approve Creation of EUR 16 Million Pool of Capital with Partial Exclusion of Preemptive

Rights

6

Mgmt For For Approve Cancellation of Conditional Capital Authorization

7

Mgmt For For Ratify KPMG AG as Auditors for Fiscal 2019 8

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

AEGON NV

Meeting Date: 05/17/2019 Country: Netherlands

Meeting Type: Annual Ticker: AGN

Primary ISIN: NL0000303709 Primary SEDOL: 5927375

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Annual Meeting Agenda Mgmt

Mgmt Open Meeting 1

Mgmt Presentation on the Course of Business in 2018 2

Mgmt Receive Report of Management Board

(Non-Voting) 3.1

Page 4 of 294



AEGON NV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Discuss Remuneration Report Containing Remuneration Policy for Management Board Members

3.2

Mgmt Discuss Financial Statements and Receive

Auditors' Reports (Non-Voting) 3.3

Mgmt For For Adopt Financial Statements and Statutory

Reports 3.4

Mgmt For For Approve Dividends of EUR 0.29 per Common

Share and EUR 0.00725 per Common Share B 3.5

Mgmt For For Ratify PricewaterhouseCoopers as Auditors 4

Mgmt For For Approve Discharge of Management Board 5.1

Mgmt For For Approve Discharge of Supervisory Board 5.2

Mgmt For For Approve Remuneration Policy for Supervisory

Board Members 6.1

Mgmt For For Reelect Ben J. Noteboom to Supervisory Board 7.1

Mgmt For For Reelect Alexander R. Wynaendts to

Management Board 8.1

Mgmt For For Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital and Exclude Pre-emptive Rights

9.1

Mgmt For For Grant Board Authority to Issue Shares Up To 25 Percent of Issued Capital in Connection with a Rights Issue

9.2

Mgmt For For Authorize Repurchase of Up to 10 Percent of

Issued Share Capital 9.3

Mgmt Other Business (Non-Voting) 10

Mgmt Close Meeting 11

AF Gruppen ASA

Meeting Date: 05/15/2019 Country: Norway

Meeting Type: Annual Ticker: AFG

Primary ISIN: NO0003078107 Primary SEDOL: 5714771

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting; Registration of Attending Shareholders and Proxies

Mgmt

Mgmt Designate Inspector(s) of Minutes of Meeting 2

Page 5 of 294



AF Gruppen ASA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Notice of Meeting and Agenda 3

Mgmt Receive Briefing on the Operations 4

Mgmt Receive Board's Report 5

Mgmt Review Remuneration Policy And Other Terms of

Employment For Executive Management 6

Mgmt For For Accept Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of NOK 5.00 Per Share

7

Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.

Mgmt Approve Remuneration of Auditors 8

Mgmt For For Approve Remuneration of Directors 9

Mgmt Elect Directors Bundled in item 10 or Vote for Each Candidate Individually in items 10.1-10.7

Below

Mgmt Against For Elect Directors (Bundled) 10

Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board.Furthermore, the remuneration committee should be fully independent from the company and majority independent from its major shareholder(s).

Mgmt For For Reelect Hege Bomark as Director 10.1

Voter Rationale: In the context of increasingly complex international accounting standards, the audit committee benefits from members who have a good and recent understanding of the accounting rules and of the audit process.

Mgmt Against For Reelect Kristian Holth as Director 10.2

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Furthermore, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Reelect Borghild Lunde as Director 10.3

Mgmt Against For Reelect Pal Egil Ronn (Chair) as Director 10.4

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.In addition, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.Furthermore, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt Against For Reelect Arne Baumann as Director 10.5

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.

Mgmt Against For Elect Kjetel Digre as New Director 10.6


Page 6 of 294



AF Gruppen ASA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Kristina Alvendal as New Director 10.7


Mgmt Elect Members of Nominating Committee Bundled in item 11 or Vote for Each Candidate

Individually in items 11.1-11.4 Below

Mgmt For For Elect Members of Nominating Committee (Bundled)

11

Mgmt For For Reelect Peter Groth as Member of Nominating Committee

11.1

Mgmt For For Reelect Roar Engeland as Member of Nominating Committee

11.2

Mgmt For For Reelect Marianne Johnsen as Member of Nominating Committee

11.3

Mgmt For For Reelect Roy Holth as Member of Nominating Committee

11.4

Mgmt For For Approve Remuneration of Nominating Committee

12

Mgmt For For Approve Instructions for Nominating Committee 13

Mgmt For For Authorize Share Repurchase Program and Reissuance of Repurchased Shares

14

Mgmt For For Approve Equity Plan Financing 15

Mgmt For For Approve Creation of NOK 149,619 Pool of Capital without Preemptive Rights

16

Mgmt For For Authorize Board to Distribute Dividends 17

ageas SA/NV

Meeting Date: 05/15/2019 Country: Belgium

Meeting Type: Annual/Special Ticker: AGS

Primary ISIN: BE0974264930 Primary SEDOL: B86S2N0

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Annual/ Special Meeting Mgmt

Mgmt Annual Meeting Agenda

Mgmt Open Meeting 1

Mgmt Receive Directors' Reports (Non-Voting) 2.1.1

Page 7 of 294



ageas SA/NV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Receive Consolidated Financial Statements and

Statutory Reports (Non-Voting) 2.1.2

Mgmt For For Approve Financial Statements and Allocation of

Income 2.1.3

Mgmt Receive Information on Company's Dividend

Policy 2.2.1

Mgmt For For Approve Dividends of EUR 2.20 Per Share 2.2.2

Mgmt For For Approve Discharge of Directors 2.3.1

Mgmt For For Approve Discharge of Auditor 2.3.2

Mgmt Against For Approve Remuneration Report 3

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Mgmt For For Elect Emmanuel Van Grimbergen as Director 4.1

Mgmt For For Reelect Jozef De Mey as Independent Director 4.2

Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For For Reelect Jan Zegering Hadders as Independent Director

4.3

Mgmt For For Reelect Lionel Perl as Independent Director 4.4

Mgmt For For Reelect Guy de Selliers de Moranville as Director 4.5

Mgmt For For Reelect Filip Coremans as Director 4.6

Mgmt For For Reelect Christophe Boizard as Director 4.7

Mgmt Special Meeting Agenda

Mgmt For For Approve Cancellation of Repurchased Shares 5.1

Mgmt Receive Special Board Report Re: Authorized Capital

5.2.1

Mgmt For For Renew Authorization to Increase Share Capital within the Framework of Authorized Capital

5.2.2

Mgmt For For Amend Article 10 Re: Composition of the Board 5.3

Mgmt Against For Authorize Repurchase of Up to 10 Percent of Issued Share Capital

6

Voter Rationale: Shares should not be repurchased at a premium/discount to the market price of more than 10%.


Page 8 of 294



Aker ASA


Meeting Type: Annual Ticker: AKER

Primary ISIN: NO0010234552 Primary SEDOL: B02R4D9

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Open Meeting; Approve Notice of Meeting and Agenda

Mgmt For For

Mgmt For For Designate Inspector(s) of Minutes of Meeting 2

Mgmt Receive Company Status Reports 3

Mgmt For For Accept Financial Statements and Statutory Reports; Approve Allocation of Income and

Dividends of NOK 22.50 Per Share

4


Mgmt Against For Approve Remuneration Policy And Other Terms of Employment For Executive Management

(Advisory)

5a

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Furthermore, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.Lastly, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt Against For Approve Remuneration Policy And Other Terms of Employment For Executive Management (Binding)

5b

Mgmt Discuss Company's Corporate Governance Statement

6

Mgmt For For Approve Remuneration of Directors in the Amount of NOK 620,000 for the Chairman, NOK 425,000 for Deputy Chairman and NOK 375,000 for Other Directors; Approve Remuneration for Committee Work

7

Mgmt For For Approve Remuneration of Nominating Committee in the Amount of NOK 45,000 for Each Member

8

Mgmt For For Reelect Kristin Krohn Devold and Karen Simon as Directors

9

Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.

Mgmt For For Relect Kjell Inge Rokke (Chairman) and Leif-Arne Langoy as Members of Nominating Committee

10

Mgmt For For Approve Remuneration of Auditors for 2018 11

Page 9 of 294



Aker ASA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Authorize Share Repurchase Program in Connection with Acquisitions, Mergers, Demergers or Other Transactions

12

Voter Rationale: Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.

Mgmt Against For Authorize Share Repurchase Program in Connection with Incentive Plan

13

Mgmt Against For Authorize Share Repurchase Program for Investment Purposes or Cancellation

14

Akka Technologies


Meeting Type: Annual/Special Ticker: AKA

Primary ISIN: FR0004180537 Primary SEDOL: B188LG5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

This is a Duplicate Meeting for Ballots Received

via Broadridge Distribution System Mgmt


Mgmt Receive Directors' Reports (Non-Voting) 1

Mgmt Receive Auditors' Reports (Non-Voting) 2


Statutory Reports (Non-Voting) 3

Mgmt For For Approve Financial Statements, Allocation of

Income, and Dividends of EUR 0.70 per Share 4

Mgmt For For Accept Consolidated Financial Statements and

Statutory Reports 5

Mgmt For For Approve Discharge of Directors 6

Mgmt For For Approve Discharge of Auditor 7

Mgmt For For Reelect Jean-Franck Ricci as Director 8

Mgmt Against For Reelect Alain Tisserand as Director 9

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Elect Charles Champion as Director 10

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.

Page 10 of 294



Akka Technologies Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




Mgmt For For Authorize Implementation of Approved Resolutions and Filing of Required

Documents/Formalities at Trade Registry

13

Mgmt Transact Other Business 14


Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital

1

Mgmt Against For Authorize Board to Repurchase Shares in the Event of a Serious and Imminent Harm

2

Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.

Mgmt Against For Authorize Board to Allocate New and Existing Shares for Free

3

Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

Mgmt Receive Special Board Report Re: Authorized Capital

4

Mgmt Against For Renew Authorization to Increase Share Capital Up to EUR 31.046 Million

5

Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.

Mgmt Against For Amend Article 7 Paragraph 4 Re: Item 5 6


Mgmt Against For Authorize Board to Issue Shares in the Event of

a Public Tender Offer or Share Exchange Offer 7


Mgmt Against For Amend Article 7 Paragraph 8 Re: Item 5 8


Mgmt Against For Adopt New Article 16 Re: Statutory Thresholds and Renumber the Articles

9

Voter Rationale: Changes in company's articles or by-laws should not erode shareholder rights.

Mgmt For For Opt-in to New Belgian Code of Companies and

Associations 10

Mgmt For For Amend Articles of Association Re: Alignment with the New Belgian Code on Companies and Associations

11

Page 11 of 294



Akka Technologies Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Authorize Filing of Required

Documents/Formalities at Trade Registry 12

AKWEL SA

Meeting Date: 05/29/2019 Country: France

Meeting Type: Annual/Special Ticker: AKW

Primary ISIN: FR0000053027 Primary SEDOL: 4569530

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Ordinary Business Mgmt

Mgmt For For Approve Financial Statements and Statutory Reports

1


Mgmt For For Approve Discharge of Management and

Supervisory Board Members 2

Mgmt For For Approve Consolidated Financial Statements and

Statutory Reports 3

Mgmt For For Approve Treatment of Losses and Dividends of


Mgmt Against For Approve Transaction with Coutier Developpement Re: Renew Animation Agreement

5

Voter Rationale: Non-executive directors should not provide consulting services to the company as this may compromise their independence and ability to hold management accountable.

Mgmt Against For Approve Transaction with Coutier

Developpement Re: Renew Services Agreement 6


Mgmt Against For Reelect Andre Coutier as Supervisory Board

Member 7

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Further, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Page 12 of 294



AKWEL SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Reelect Genevive Coutier as Supervisory Board

Member 8


Mgmt Against For Reelect Emilie Coutier as Supervisory Board Member

9


Mgmt Against For Reelect Coutier Developpement as Supervisory Board Member

10

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Further, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Nicolas Job as Supervisory Board Member 11

Mgmt For For Approve Remuneration Supervisory Board Members in the Aggregate Amount of EUR 120,000

12

Mgmt Against For Approve Remuneration Policy of Chairman and Members of the Management Board

13

Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements.

Mgmt Against For Approve Remuneration Policy of Chairman and

Members of the Supervisory Board 14

Voter Rationale: Companies should provide sufficient information on directors' fees to enable shareholders to cast an informed vote.

Mgmt Against For Approve Compensation of Mathieu Coutier,

Chairman of the Management Board 15

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Mgmt Against For Approve Compensation of Jean-Louis

Thomasset, Member of the Management Board 16


Mgmt Against For Approve Compensation of Benoit Coutier, Member of the Management Board

17


Page 13 of 294



AKWEL SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Compensation of Nicolas Coutier,

Member of the Management Board 18


Mgmt Against For Approve Compensation of Frederic Marier, Member of the Management Board

19


Mgmt Against For Approve Compensation of Andre Coutier, Chairman of the Supervisory Board

20

Voter Rationale: A vote against the remuneration granted to Andre Coutier is warranted as:- The company does not provide a compelling rationale to support the significant base salary increase; and- The base salary increase was not announced in the remuneration policy submitted to shareholders at the 2018 AGM.

Mgmt Against For Authorize Repurchase of Up to 0.5 Percent of Issued Share Capital

21


Mgmt Extraordinary Business

Mgmt For For Authorize Capital Issuances for Use in Employee

Stock Purchase Plans 22

Mgmt Ordinary Business

Mgmt For For Authorize Filing of Required Documents/Other

Formalities 23

Alfa Laval AB

Meeting Date: 04/24/2019 Country: Sweden

Meeting Type: Annual Ticker: ALFA

Primary ISIN: SE0000695876 Primary SEDOL: 7332687

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Open Meeting Mgmt

Mgmt For For Elect Chairman of Meeting 2

Mgmt For For Prepare and Approve List of Shareholders 3

Mgmt For For Approve Agenda of Meeting 4


Page 14 of 294



Alfa Laval AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Acknowledge Proper Convening of Meeting 6

Mgmt Receive President's Report 7

Mgmt Receive Board's Report; Receive Committees'

Report 8

Mgmt Receive Financial Statements and Statutory

Reports 9

Mgmt For For Accept Financial Statements and Statutory

Reports 10.a


SEK 5 Per Share 10.b

Mgmt For For Approve Discharge of Board and President 10.c

Mgmt Receive Nomination Committee's Report 11

Mgmt For For Determine Number of Directors (8) and Deputy Directors (0) of Board; Fix Number of Auditors (2) and Deputy Auditors (2)

12

Mgmt For For Approve Remuneration of Directors in the Amount of SEK 1.75 Million to the Chairman and SEK 585,000 to Other Directors; Approve Remuneration of Committee Work; Approve

Remuneration of Auditors

13

Mgmt Against For Reelect Anders Narvinger (Chairman), Finn Rausing, Jorn Rausing, Ulf Wiinberg, Anna Ohlsson-Leijon and Henrik Lange as Directors; Elect Helene Mellquist and Maria Moraeus Hanssen as New Directors; Ratify Staffan Landen and Karoline Tedeval as Auditors

14

Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board.


15

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.


Allianz SE


Meeting Type: Annual Ticker: ALV

Primary ISIN: DE0008404005 Primary SEDOL: 5231485

Page 15 of 294



Allianz SE

Did Not Vote Due to Ballot Shareblocking

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Receive Financial Statements and Statutory Reports for Fiscal 2018 (Non-Voting)

Mgmt

Mgmt Do Not Vote For Approve Allocation of Income and Dividends of EUR 9.00 per Share

2

Mgmt Do Not Vote For Approve Discharge of Management Board for Fiscal 2018

3

Mgmt Do Not Vote For Approve Discharge of Supervisory Board for Fiscal 2018

4

Mgmt Do Not Vote For Approve Remuneration System for Management Board Members

5

Mgmt Do Not Vote For Approve Affiliation Agreement with AllSecur Deutschland AG

6

Almirall SA

Meeting Date: 05/08/2019 Country: Spain

Meeting Type: Annual Ticker: ALM

Primary ISIN: ES0157097017 Primary SEDOL: B1YY662

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Standalone Financial Statements Mgmt For For

Mgmt For For Approve Consolidated Financial Statements 2

Mgmt For For Approve Discharge of Board 3

Mgmt For For Approve Allocation of Income 4

Mgmt For For Approve Dividends Charged to Unrestricted

Reserves 5

Mgmt For For Approve Scrip Dividends 6

Mgmt Against For Advisory Vote on Remuneration Report 7

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Page 16 of 294



Almirall SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Remuneration Policy 8


Mgmt Against For Ratify Appointment of and Elect Jorge Gallardo Ballart as Director

9

Voter Rationale: The remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Finally, in the context of increasingly complex international accounting standards, the audit committee benefits from members who have a good and recent understanding of the accounting rules and of the audit process.

Mgmt Against For Ratify Appointment of and Elect Daniel Bravo Andreu as Director

10

Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Ratify Appointment of and Elect Tom McKillop as Director

11

Voter Rationale: The remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Ratify Appointment of and Elect Enrique De

Leyva Perez as Director 12

Mgmt For For Reelect Gerhard Mayr as Director 13

Mgmt For For Reelect Karin Dorrepaal as Director 14

Mgmt For For Reelect Antonio Gallardo Torrededia as Director 15

Mgmt For For Reelect Carlos Gallardo Pique as Director 16

Mgmt For For Appoint PricewaterhouseCoopers Auditores as

Auditor of Standalone Financial Statements 17

Mgmt For For Appoint PricewaterhouseCoopers Auditores as

Auditor of Consolidated Financial Statements 18

Mgmt For For Amend Article 47 Re: Audit Committee 19

Mgmt For For Amend Articles Re: Annual Accounts 20

Mgmt Against For Amend Long-term Incentive Plan 21

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Lastly, the share pool of up to 2.5 percent of the share capital per year is excessive.

Mgmt For For Approve Stock-for-Salary Plan 22

Page 17 of 294



Almirall SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Amend Issuance of Non-Convertibles Bonds to

Convertible Bonds without Preemptive Rights 23

Mgmt For For Authorize Board to Ratify and Execute Approved

Resolutions 24

Amadeus FiRe AG


Meeting Type: Annual Ticker: AAD


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt

Mgmt For For Approve Allocation of Income and Dividends of EUR 4.66 per Share

2

Mgmt For For Approve Discharge of Management Board for Fiscal 2018

3

Mgmt Against For Approve Discharge of Supervisory Board for Fiscal 2018

4

Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.

Mgmt For For Ratify Ernst & Young GmbH as Auditors for

Fiscal 2019 5


Mgmt Against For Approve Remuneration System for Management

Board Members 6

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Moreover, severance payments should not exceed two year s pay. Larger severance packages should be subject to a separate shareholder approval. Finally, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Page 18 of 294



Arjo AB


Meeting Type: Annual Ticker: ARJO.B

Primary ISIN: SE0010468116 Primary SEDOL: BF17YL3

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Open Meeting Mgmt






Mgmt Receive Financial Statements and Statutory Reports

7.a

Mgmt Receive Financial Statements and Statutory Reports on Consolidated Accounts

7.b

Mgmt Receive Auditor's Report on Application of Guidelines for Remuneration for Executive

Management

7.c

Mgmt Receive Board's Dividend Proposal 7.d

Mgmt Receive Board and Board Committee Reports 8



10

Mgmt For For Approve Allocation of Income and Dividends of SEK 0.55 Per Share

11

Mgmt For For Approve Discharge of Board and President 12

Mgmt For For Determine Number of Members (7) and Deputy Members (0) of Board; Determine Number of

Auditors and Deputy Auditors

13

Mgmt For For Approve Remuneration of Directors in the Aggregate Amount of SEK 4.33 Million; Approve


14

Mgmt Against For Reelect Johan Malmquist as Director 15.a

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.In addition, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Page 19 of 294



Arjo AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Reelect Carl Bennet as Director 15.b

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt Against For Reelect Eva Elmstedt as Director 15.c

Voter Rationale: Directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt Against For Reelect Ulf Grunander as Director 15.d


Mgmt For For Reelect Carola Lemne as Director 15.e

Mgmt For For Reelect Joacim Lindoff as Director 15.f

Mgmt Against For Elect Dan Frohm as New Director 15.g


Mgmt Against For Reelect Johan Malmquist as Board Chairman 15.h

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.


Mgmt Against For Approve Remuneration Policy And Other Terms

of Employment For Executive Management 17

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.


Page 20 of 294



Arkema SA


Meeting Type: Annual/Special Ticker: AKE

Primary ISIN: FR0010313833 Primary SEDOL: B0Z5YZ2

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1

Mgmt For For Approve Consolidated Financial Statements and Statutory Reports

2


3

Mgmt For For Approve Auditors' Special Report on Related-Party Transactions Mentioning the

Absence of New Transactions

4

Mgmt For For Reelect Victoire de Margerie as Director 5

Mgmt For For Reelect Helene Moreau-Leroy as Director 6

Mgmt For For Reelect Laurent Mignon as Director 7

Mgmt For For Elect Ian Hudson as Director 8

Mgmt For For Approve Remuneration Policy of Chairman and CEO

9

Voter Rationale: Companies should pay no more than necessary on recruitment of executive directors and ensure that recruitment-related awards are linked to long-term performance of the company. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt Against For Approve Compensation of Thierry Le Henaff, Chairman and CEO

10

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance. Lastly, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.


Issued Share Capital 11


Mgmt For For Authorize Decrease in Share Capital via


Mgmt Against For Authorize up to 1.5 Million Shares for Use in Restricted Stock Plans

13



Formalities 14

Page 21 of 294



ASM International NV


Meeting Type: Annual Ticker: ASM


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Open Meeting 1

Mgmt Receive Report of Management Board (Non-Voting)

2

Mgmt Discuss Implementation of Remuneration Policy 3

Mgmt For For Adopt Financial Statements and Statutory Reports

4

Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.

Mgmt For For Approve Dividends of EUR 1.00 Per Share 5

Mgmt For For Approve Discharge of Management Board 6

Mgmt For For Approve Discharge of Supervisory Board 7

Mgmt For For Ratify KPMG as Auditors 8

Mgmt For For Grant Board Authority to Issue Shares Up to 10

Percent of Issued Capital 9.a

Mgmt For For Authorize Board to Exclude Preemptive Rights

from Share Issuances 9.b



Mgmt For For Approve Cancellation of Repurchased Shares 11



ASML Holding NV


Meeting Type: Annual Ticker: ASML

Primary ISIN: NL0010273215 Primary SEDOL: B929F46

Page 22 of 294



ASML Holding NV

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Open Meeting 1

Mgmt Discuss the Company's Business, Financial

Situation and Sustainability 2

Mgmt Discuss Remuneration Policy 3.a


Reports 3.b

Mgmt Receive Clarification on Company's Reserves

and Dividend Policy 3.c

Mgmt For For Approve Dividends of EUR 2.10 Per Share 3.d

Mgmt For For Approve Discharge of Management Board 4.a

Mgmt For For Approve Discharge of Supervisory Board 4.b

Mgmt Against For Amend Remuneration Policy 5

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance.

Mgmt Against For Approve 200,000 Performance Shares for Board of Management

6

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance.

Mgmt Discussion of Updated Supervisory Board Profile 7

Mgmt For For Reelect G.J. Kleisterlee to Supervisory Board 8.a

Mgmt For For Reelect A.P. Aris to Supervisory Board 8.b

Mgmt For For Reelect R.D. Schwalb to Supervisory Board 8.c

Mgmt For For Reelect W.H. Ziebart to Supervisory Board 8.d

Mgmt Receive Retirement Schedule of the Supervisory Board

8.e

Mgmt For For Approve Remuneration of Supervisory Board 9


Mgmt For For Grant Board Authority to Issue Shares Up to 5 Percent of Issued Capital for General Purposes

11.a

Mgmt For For Authorize Board to Exclude Preemptive Rights from Share Issuances Under Item 11.a

11.b

Mgmt For For Grant Board Authority to Issue or Grant Rights to Subscribe for Ordinary Shares Up to 5

Percent in Case of Merger or Acquisition

11.c

Mgmt For For Authorize Board to Exclude Preemptive Rights from Share Issuances Under Item 11.c

11.d

Page 23 of 294



ASML Holding NV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Issued Share Capital 12.a

Mgmt For For Authorize Additional Repurchase of Up to 10

Percent of Issued Share Capital 12.b

Mgmt For For Authorize Cancellation of Repurchased Shares 13



ASR Nederland NV


Meeting Type: Annual Ticker: ASRNL

Primary ISIN: NL0011872643 Primary SEDOL: BD9PNF2

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Open Meeting 1


2.a

Mgmt Receive Report of Supervisory Board (Non-Voting)

2.b

Mgmt Discussion on Company's Corporate Governance Structure

2.c


2.d

Mgmt For For Amend Remuneration Policy 3.a

Mgmt For For Approve Remuneration of Supervisory Board 3.b


4.a

Mgmt Receive Explanation on Company's Reserves and Dividend Policy

4.b

Mgmt For For Approve Dividends of EUR 1.74 per Share 4.c

Mgmt Receive Explanation on Nomination and Selection Procedure

5.a

Mgmt For For Ratify KPMG as Auditors 5.b


Page 24 of 294



ASR Nederland NV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Grant Board Authority to Issue Shares Up to 10





Issued Share Capital 7.c

Mgmt Accept Resignation of Annet Aris as Supervisory

Board Member 8.a

Mgmt For For Reelect Kick van der Pol to Supervisory Board 8.b

Mgmt Allow Questions 9


Assa Abloy AB


Meeting Type: Annual Ticker: ASSA.B

Primary ISIN: SE0007100581 Primary SEDOL: BYPC1T4

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt








8.a

Mgmt Receive Auditor's Report on Application of Guidelines for Remuneration for Executive Management

8.b

Mgmt Receive Board's Proposal on Distribution of Profits

8.c


9.a

Page 25 of 294



Assa Abloy AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


SEK 3.50 Per Share 9.b


Mgmt For For Determine Number of Members (7) and Deputy

Members (0) of Board 10

Mgmt For For Approve Remuneration of Directors in the Amount of SEK 2.35 million for Chairman, SEK 900,000 for Vice Chairman and SEK 685,000 for Other Directors; Approve Remuneration for

Committee Work

11.a

Mgmt For For Approve Remuneration of Auditors 11.b


Mgmt Against For Reelect Lars Renstrom (Chairman), Carl Douglas (Vice Chair), Eva Karlsson, Birgitta Klasen, Lena Olving, Sofia Schorling Hogberg and Jan Svensson as Directors

12.a

Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Ratify PricewaterhouseCoopers as Auditors 12.b



13


Mgmt For For Authorize Class B Share Repurchase Program

and Reissuance of Repurchased Shares 14

Mgmt Against For Approve Performance Share Matching Plan LTI

2019 15



Asseco Poland SA

Meeting Date: 04/26/2019 Country: Poland

Meeting Type: Annual Ticker: ACP

Primary ISIN: PLSOFTB00016 Primary SEDOL: 5978953

Page 26 of 294



Asseco Poland SA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting; Elect Meeting Chairman Mgmt For For

Mgmt For For Acknowledge Proper Convening of Meeting;

Elect Members of Vote Counting Commission 2


Mgmt Receive Management Board Report on Company's and Group's Operations in Fiscal 2018

4

Mgmt Receive Standalone and Consolidated Financial

Statements for Fiscal 2018 5

Mgmt Receive Auditor's Opinion on Financial

Statements for Fiscal 2018 6

Mgmt Receive Supervisory Board Report for Fiscal

2018 7

Mgmt For For Approve Management Board Report on Company's and Group's Operations in Fiscal 2018

8.1

Mgmt For For Approve Financial Statements for Fiscal 2018 8.2

Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account. In addition, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.

Mgmt For For Approve Consolidated Financial Statements for

Fiscal 2018 8.3


PLN 3.07 per Share 9

Mgmt For For Approve Discharge of Adam Goral (CEO) 10.1

Mgmt For For Approve Discharge of Andrzej Dopierala (Deputy

CEO) 10.2

Mgmt For For Approve Discharge of Tadeusz Dyrda (Deputy

CEO) 10.3

Mgmt For For Approve Discharge of Krzysztof Groyecki

(Deputy CEO) 10.4

Mgmt For For Approve Discharge of Rafal Kozlowski (Deputy

CEO) 10.5

Mgmt For For Approve Discharge of Marek Panek (Deputy

CEO) 10.6

Mgmt For For Approve Discharge of Pawel Piwowar (Deputy

CEO) 10.7

Mgmt For For Approve Discharge of Zbigniew Pomianek

(Deputy CEO) 10.8

Mgmt For For Approve Discharge of Przemyslaw Seczkowski

(Deputy CEO) 10.9

Page 27 of 294



Asseco Poland SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Discharge of Artur Wiza (Deputy CEO) 10.10

Mgmt For For Approve Discharge of Gabriela Zukowicz

(Deputy CEO) 10.11

Mgmt For For Approve Discharge of Jacek Duch (Supervisory

Board Chairman) 11.1

Mgmt For For Approve Discharge of Adam Noga (Supervisory

Board Deputy Chairman) 11.2

Mgmt For For Approve Discharge of Dariusz Brzeski

(Supervisory Board Member) 11.3

Mgmt For For Approve Discharge of Artur Kucharski


Mgmt For For Approve Discharge of Izabela Albrycht


Mgmt For For Approve Discharge of Piotr Augustyniak


Mgmt Against For Approve Purchase of Real Estate 12



Assicurazioni Generali SpA

Meeting Date: 04/30/2019 Country: Italy

Meeting Type: Annual/Special Ticker: G

Primary ISIN: IT0000062072 Primary SEDOL: 4056719

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1a

Mgmt For For Approve Allocation of Income 1b


Mgmt For For Amend Company Bylaws Re: Article 9 2a

Mgmt For For Amend Company Bylaws Re: Articles 28.2, 29.1,

and 35.2 2b

Mgmt For For Amend Company Bylaws Re: Article 35.3 2c

Mgmt For For Amend Company Bylaws Re: Article 37.22 2d

Page 28 of 294



Assicurazioni Generali SpA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Against For Fix Number of Directors 3a

Voter Rationale: For maximum effectiveness a board should include between 5 and 15 directors.

Mgmt Appoint Directors (Slate Election) - Choose One

of the Following Slates

SH Do Not Vote None Slate 1 Submitted by Mediobanca Spa 3b.1

Voter Rationale: Shareholders can support only one slate. This slate contains two overboarded candidates. Slate 2 is better positioned to represent the long-term interest of minority shareholders and carryout an independent oversight of management.

SH For None Slate 2 Submitted by Institutional Investors

(Assogestioni) 3b.2

Voter Rationale: Shareholders can support only one slate. This slate has been presented by a group of institutional investors, and these nominees could therefore be the best positioned to represent the interests of minority shareholders and carry out an effective oversight on the management's behavior. Candidates on this list have agreed to adhere to the chart of corporate governance principles adopted by Assogestioni.

Mgmt For For Approve Remuneration of Directors 3c

Mgmt For For Appoint External Auditors 4a

Mgmt For For Approve Remuneration of External Auditors 4b


Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

Mgmt Against For Approve Group Long Term Incentive Plan 6a

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, remuneration committee should not allow vesting of incentive awards for below median performance.

Mgmt Against For Authorize Share Repurchase Program and Reissuance of Repurchased Shares to Service

Group Long Term Incentive Plan

6b

Voter Rationale: We voted against given our position with respect to resolution 6a.


Mgmt Against For Authorize Board to Increase Capital to Service

Group Long Term Incentive Plan 6c

Voter Rationale: We voted against given our position with respect to resolution 6a.


Mgmt For For Approve Share Plan 7a

Mgmt For For Authorize Share Repurchase Program and Reissuance of Repurchased Shares to Service Share Plan

7b

Page 29 of 294



Atea ASA


Meeting Type: Annual Ticker: ATEA

Primary ISIN: NO0004822503 Primary SEDOL: B12TR11

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Elect Chairman of Meeting Mgmt For For





5


Mgmt For For Approve Dividends of NOK 6.50 Per Share 6.1

Mgmt For For Authorize Board to Distribute Dividend 6.2

Mgmt For For Approve Remuneration of Auditors 7


Mgmt For For Approve Remuneration of Board Chairman in the Amount of NOK 300,000

8.1

Mgmt For For Approve Remuneration of Shareholder Elected Directors in the Amount of NOK 150,000

8.2

Mgmt For For Approve Remuneration of Employee Elected Directors in the Amount of NOK 100,000

8.3

Mgmt For For Elect Karl Martin Stang as Member of

Nominating Committee 9.1

Mgmt For For Elect Carl Espen Wollebekk as Member of

Nominating Committee 9.2

Mgmt For For Approve Remuneration of Members of Nominating Committee

9.3


10.1

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt Against For Approve Guidelines for Allotment of

Shares/Options 10.2

Page 30 of 294



Atea ASA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Company's Corporate Governance

Statement 11

Mgmt Against For Approve Equity Plan Financing 12

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time

Mgmt For For Approve Creation of NOK 10 Million Pool of Capital without Preemptive Rights

13


14

Atlas Copco AB


Meeting Type: Annual Ticker: ATCO.A

Primary ISIN: SE0011166610 Primary SEDOL: BD97BN2

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Opening of Meeting; Elect Chairman of Meeting Mgmt For For






Reports 6

Mgmt Receive CEO's Report; Questions 7


Reports 8.a


Mgmt For For Approve Discharge of Board and President 8.b


SEK 6.3 Per Share 8.c

Mgmt For For Approve Record Dates for Dividend Payment 8.d


Members of Board (0) 9.a

Mgmt For For Determine Number of Auditors (1) and Deputy

Auditors (0) 9.b

Page 31 of 294



Atlas Copco AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Reelect Gunilla Berg, Staffan Bohman, Tina Donikowski, Johan Forssell, Sabine Neuss, Mats Rahmstrom, Hans Straberg, Anders Ullberg and Peter Wallenberg Jr as Directors

10.a


Mgmt Against For Elect Hans Straberg as Board Chairman 10.b

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time. Furthermore, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Moreover, we voted against because we do not consider this director independent and yet sits on the audit committee. The audit committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, the remuneration committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Ratify Deloitte as Auditors 10.c

Mgmt For For Approve Remuneration of Directors in the Amount of SEK 2.3 million to Chair and SEK 740,000 to Other Directors; Approve Remuneration for Committee Work; Approve Receiving Part of Remuneration in form of Synthetic Shares

11.a



12.a


Mgmt Against For Approve Performance Based Stock Option Plan 2019 for Key Employees

12.b


Mgmt Against For Acquire Class A Shares Related to Personnel

Option Plan for 2019 13.a

Voter Rationale: Capital issuance authority should be for share plans that incentivise long-term value creation.

Mgmt Against For Acquire Class A Shares Related to Remuneration of Directors in the Form of Synthetic Shares

13.b


Mgmt Against For Transfer Class A Shares Related to Personnel

Option Plan for 2019 13.c


Page 32 of 294



Atlas Copco AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Sell Class A Shares to Cover Costs Related to

Synthetic Shares to the Board 13.d


Mgmt Against For Sell Class A and B Shares to Cover Costs in Relation to the Performance Related Personnel Option Plans for 2014, 2015 and 2016

13.e



ATOS SE


Meeting Type: Annual/Special Ticker: ATO


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Approve Financial Statements and Statutory

Reports 1


Statutory Reports 2



Mgmt For For Approve Stock Dividend Program 4

Mgmt For For Approve Dividends in Kind Re: Worldline Shares 5

Mgmt For For Approve Three Years Plan ADVANCE 2021 6


Aggregate Amount of EUR 800,000 7

Mgmt For For Reelect Thierry Breton as Director 8

Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability. Also, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For For Reelect Aminata Niane as Director 9

Mgmt For For Reelect Lynn Paine as Director 10

Page 33 of 294



ATOS SE Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Reelect Vernon Sankey as Director 11


Mgmt For For Elect Vivek Badrinath as Director 12

Mgmt Against For Appoint Jean-Louis Georgelin as Censor 13

Voter Rationale: Non-voting directors, or censors, can have considerable influence on the board whereas they bear no legal liability toward shareholders. Censors should be appointed only in the event of exceptional and temporary circumstances and if their presence adds significant value in terms of board composition and board functioning.

Mgmt For For Approve Additional Pension Scheme Agreement with Thierry Breton, Chairman and CEO

14

Mgmt For For Approve Global Transaction of Alliance with Worldline

15

Mgmt Against For Approve Compensation of Thierry Breton, Chairman and CEO

16

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, all cash or share-based awards and payments that fall outside the company's remuneration policy should require ex-ante shareholder approval. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Also, long-term incentive schemes should be based on forward-looking multi-year performance targets to ensure appropriate alignment between the interests of executives and shareholders.

Mgmt Against For Approve Remuneration Policy of Chairman and CEO

17









Mgmt Against For Authorize up to 0.9 Percent of Issued Capital for

Use in Restricted Stock Plans 21



Use in Stock Option Plans 22


Mgmt For For Amend Article 2 of Bylaws Re: Corporate

Purpose 23

Mgmt For For Amend Article 38 of Bylaws Re: Allocation of

Company Asset to Shareholders 24

Page 34 of 294



ATOS SE Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Approve Additional Pension Scheme Agreement

with Elie Girard 25

Mgmt Against For Approve Remuneration Policy of Vice-CEO 26


Mgmt For For Authorize Filing of Required Documents/Other Formalities

27

Autogrill SpA


Meeting Type: Annual Ticker: AGL


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Management Proposals


Reports 1.1


Mgmt For For Approve Allocation of Income 1.2

Mgmt Shareholder Proposal Submitted by

Schematrentaquattro SpA

SH For None Elect Paolo Zannoni as Director 2


Mgmt Against For Authorize Share Repurchase Program and

Reissuance of Repurchased Shares 3



Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

Page 35 of 294



Autogrill SpA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against None Deliberations on Possible Legal Action Against

Directors if Presented by Shareholders A


Avio SpA


Meeting Type: Annual Ticker: AVIO

Primary ISIN: IT0005119810 Primary SEDOL: BYWZZF0

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Approve Financial Statements, Statutory

Reports, and Allocation of Income 1



Voter Rationale: Severance payments should not exceed two year s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Lastly, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.


3

Mgmt Against None Deliberations on Possible Legal Action Against Directors if Presented by Shareholders

A


Azimut Holding SpA


Meeting Type: Annual Ticker: AZM

Primary ISIN: IT0003261697 Primary SEDOL: B019M65

Page 36 of 294



Azimut Holding SpA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction






Mgmt For For Fix Number of Directors 2.1

Mgmt For For Fix Board Terms for Directors 2.2

Mgmt Appoint Directors (Slate Election)

SH Abstain None Slate Submitted by Timone Fiduciaria Srl 2.3

Voter Rationale: This is the only slate put to shareholder approval. This slate, which is only 33% independent, will appoint all candidates to the board of directors.For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.

Mgmt Shareholder Proposals Submitted by Timone Fiduciaria Srl

SH For None Elect Pietro Giuliani as Board Chair 2.4

SH For None Approve Remuneration of Directors 2.5

Mgmt Appoint Internal Statutory Auditors (Slate Election)

SH For None Slate Submitted by Timone Fiduciaria Srl 3.1

SH Against None Appoint Chairman of Internal Statutory Auditors 3.2

Voter Rationale: The names of the proposed candidate is not provided. Those investors voting by proxy are not be able to make an informed decision on this item.

Mgmt Shareholder Proposal Submitted by Timone Fiduciaria Srl

SH For None Approve Internal Auditors' Remuneration 3.3


Mgmt Against For Authorize Share Repurchase Program and Reissuance of Repurchased Shares

4



Voter Rationale: We expect incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

Page 37 of 294



Azimut Holding SpA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




Banca Generali SpA


Meeting Type: Annual Ticker: BGN

Primary ISIN: IT0001031084 Primary SEDOL: B1HKSV6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction






Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

Mgmt For For Approve Fixed-Variable Compensation Ratio 3

Mgmt For For Approve Long-Term Incentive Plan 4

Mgmt Against For Approve Network Loyalty Plan 5


Mgmt For For Approve Executive Incentive Bonus Plan 6

Mgmt For For Authorize Share Repurchase Program and Reissuance of Repurchased Shares to Service Remuneration Policies

7

Banca Mediolanum SpA


Meeting Type: Annual Ticker: BMED

Primary ISIN: IT0004776628 Primary SEDOL: BYWP840

Page 38 of 294



Banca Mediolanum SpA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1.1


Mgmt For For Approve Accounting Transfers 1.2

Mgmt For For Approve Dividend Distribution 1.3

Mgmt Against For Approve Remuneration Policy 2.1

Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

Mgmt For For Approve Fixed-Variable Compensation Ratio 2.2

Mgmt For For Approve Severance Payments Policy 2.3

Mgmt For For Approve Executive Incentive Bonus Plan 3

Mgmt For For Approve Auditors and Authorize Board to Fix Their Remuneration

4


A


Banco Santander SA


Meeting Type: Annual Ticker: SAN

Primary ISIN: ES0113900J37 Primary SEDOL: 5705946

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.A Approve Consolidated and Standalone Financial Statements

Mgmt For For

Mgmt For For Approve Non-Financial Information Report 1.B

Mgmt For For Approve Discharge of Board 1.C

Mgmt For For Approve Allocation of Income and Dividends 2

Mgmt For For Fix Number of Directors at 15 3.A

Mgmt For For Elect Henrique de Castro as Director 3.B

Page 39 of 294



Banco Santander SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reelect Javier Botin-Sanz de Sautuola y O'Shea

as Director 3.C

Mgmt For For Reelect Ramiro Mato Garcia-Ansorena as

Director 3.D

Mgmt For For Reelect Bruce Carnegie-Brown as Director 3.E

Mgmt For For Reelect Jose Antonio Alvarez Alvarez as Director 3.F

Mgmt For For Reelect Belen Romana Garcia as Director 3.G

Mgmt For For Ratify Appointment of PricewaterhouseCoopers

as Auditor 4

Mgmt For For Authorize Share Repurchase Program 5

Mgmt For For Authorize Capitalization of Reserves for Scrip

Dividends 6

Mgmt For For Authorize Issuance of Convertible Bonds, Debentures, Warrants, and Other Debt Securities without Preemptive Rights up to EUR 10 Billion

7

Mgmt For For Authorize Issuance of Non-Convertible Debt

Securities up to EUR 50 Billion 8


Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance. Lastly, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.


Mgmt For For Fix Maximum Variable Compensation Ratio 11

Mgmt For For Approve Deferred Multiyear Objectives Variable Remuneration Plan

12.A

Mgmt Against For Approve Deferred and Conditional Variable Remuneration Plan

12.B

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance

Mgmt For For Approve Digital Transformation Award 12.C

Mgmt For For Approve Buy-out Policy 12.D

Mgmt For For Approve Employee Stock Purchase Plan 12.E


Resolutions 13


Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance. Lastly, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.

Page 40 of 294



Barco NV


Meeting Type: Annual Ticker: BAR

Primary ISIN: BE0003790079 Primary SEDOL: 4704096

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Receive Directors' and Auditors' Reports (Non-Voting)

1

Mgmt For For Approve Financial Statements, Allocation of Income, and Dividends of EUR 2.30 per Share

2









Mgmt For For Approve Auditors' Remuneration 8

Mgmt Against For Approve Stock Option Plans Re: Options Barco 12 - CEO 2019, Options Barco 12 - Personnel

2019

9


Barco NV


Meeting Type: Special Ticker: BAR


Page 41 of 294



Barco NV

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Special Meeting Agenda Mgmt

Mgmt For For Authorize Share Repurchase Program and


Voter Rationale: The company set a maximum annual repurchase limit of 5% of the issued capital per year. Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company. In addition, shares should not be repurchased at a premium/discount to the market price of more than 10%.

Bayerische Motoren Werke AG


Meeting Type: Annual Ticker: BMW


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt

Mgmt For For Approve Allocation of Income and Dividends of EUR 3.52 per Preferred Share and EUR 3.50 per

Ordinary Share

2

Mgmt Abstain For Approve Discharge of Management Board for Fiscal 2018

3

Voter Rationale: We abstained on a precautionary basis in light of the ongoing investigations concerning antitrust violations amongst German carmakers, which could potentially result in fines for BMW of up to 10 percent of its annual revenue.


Fiscal 2018 4

Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process. Also, we note the ongoing investigations concerning antitrust violations amongst German carmakers, which could potentially result in fines for BMW of up to 10 percent of its annual revenue.

Mgmt For For Ratify PricewaterhouseCoopers GmbH as

Auditors for Fiscal 2019 5

Mgmt Against For Elect Susanne Klatten to the Supervisory Board 6.1

Voter Rationale: For widely held companies, the supervisory board should include at least 50% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. In addition, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.

Page 42 of 294



Bayerische Motoren Werke AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Stefan Quandt to the Supervisory Board 6.2

Voter Rationale: For widely held companies, the supervisory board should include at least 50% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. In addition, this director is not an independent director, yet sits on an audit committee that is majority non-independent. The audit committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness. Further, this director is not an independent director, yet sits on a remuneration committee that is majority non-independent. The remuneration committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.

Mgmt For For Elect Vishal Sikka to the Supervisory Board 6.3

Mgmt Against For Approve Creation of EUR 5 Million Pool of Capital for Employee Stock Purchase Plan

7

Voter Rationale: Options should be issued at no less than market price, except for an all-employee plan where the discount should not exceed 20% on a fixed date.

Beiersdorf AG


Meeting Type: Annual Ticker: BEI


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction






Fiscal 2018 3


Fiscal 2018 4



Fiscal 2019 5

Voter Rationale: We do not currently advocate a specific term limit for auditors, but we are increasingly aware that there is value in gaining new perspectives on finances and controls. Companies who have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm

Mgmt For For Elect Hong Chow to the Supervisory Board 6.1

Page 43 of 294



Beiersdorf AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Martin Hansson to the Supervisory Board 6.2

Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. In addition, this director is not an independent director, yet sits on an audit committee that is majority non-independent. The audit committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness. Likewise, this director is not an independent director, yet sits on a remuneration committee that is majority non-independent. The remuneration committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.

Mgmt Against For Elect Michael Herz to the Supervisory Board 6.3

Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. In addition, this director is not an independent director, yet sits on a remuneration committee that is majority non-independent. The remuneration committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.

Mgmt For For Elect Christine Martel to the Supervisory Board 6.4

Mgmt For For Elect Frederic Pflanz to the Supervisory Board 6.5

Mgmt Against For Elect Reinhard Poellath to the Supervisory Board 6.6

Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. In addition, this director is not an independent director, yet sits on an audit committee that is majority non-independent. The audit committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness. Likewise, this director is not an independent director, yet sits on a remuneration committee that is majority non-independent. The remuneration committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.

Mgmt For For Elect Beatrice Dreyfus as Alternate Supervisory Board Member

6.7

BELIMO Holding AG


Meeting Type: Annual Ticker: BEAN


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Accept Financial Statements and Statutory



CHF 100 per Share 2

Mgmt For For Approve Remuneration Report (Non-Binding) 3

Page 44 of 294



BELIMO Holding AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Management 4


Amount of CHF 900,000 5.1


in the Amount of CHF 5.4 Million 5.2

Mgmt For For Reelect Adrian Altenburger as Director 6.1.1

Mgmt For For Reelect Patrick Burkhalter as Director 6.1.2

Mgmt For For Reelect Sandra Emme as Director 6.1.3

Mgmt For For Reelect Martin Zwyssig as Director 6.1.4

Mgmt For For Elect Urban Linsi as Director 6.2

Mgmt For For Elect Patrick Burkhalter as Board Chairman 6.3.1

Mgmt For For Reelect Martin Zwyssig as Deputy Chairman 6.3.2

Mgmt For For Reappoint Adrian Altenburger as Member of the


Mgmt For For Reappoint Sandra Emme as Member of the


Mgmt For For Designate Proxy Voting Services GmbH as


Mgmt For For Ratify KPMG AG as Auditors 6.6



Berner Kantonalbank AG


Meeting Type: Annual Ticker: BEKN


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction





Page 45 of 294



Berner Kantonalbank AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Management 3

Mgmt For For Reelect Daniel Bloch as Director 4.1.1

Mgmt For For Reelect Antoinette Hunziker-Ebneter as Director 4.1.2

Mgmt For For Reelect Christoph Lengwiler as Director 4.1.3

Mgmt For For Reelect Rudolf Staempfli as Director 4.1.4

Mgmt For For Reelect Peter Wittwer as Director 4.1.5

Mgmt For For Elect Gilles Frote as Director 4.1.6

Mgmt For For Elect Annelis Haemmerli as Director 4.1.7

Mgmt For For Elect Pascal Sieber as Director 4.1.8

Mgmt For For Elect Antoinette Hunziker-Ebneter as Board

Chairman 4.2

Mgmt For For Reappoint Daniel Bloch as Member of the


Mgmt For For Reappoint Antoinette Hunziker-Ebneter as


Mgmt For For Reappoint Peter Wittwer as Member of the


Mgmt For For Designate Daniel Graf as Independent Proxy 4.4

Mgmt For For Ratify PricewaterhouseCoopers AG as Auditors 4.5

Mgmt Against For Approve Remuneration of Directors in the


Voter Rationale: A vote AGAINST this resolution is warranted because the non-executive chairwoman of the board receives pension benefits.

Mgmt For For Approve Remuneration of Executive Committee in the Amount of CHF 4 Million

5.2


Voter Rationale: A vote AGAINST is warranted because * This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and * The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.

Bilia AB


Meeting Type: Annual Ticker: BILI.A

Primary ISIN: SE0009921588 Primary SEDOL: BDVLJ38

Page 46 of 294



Bilia AB

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt








Reports 8


Reports 9


SEK 4.75 Per Share 10


Mgmt For For Determine Number of Members (10) and

Deputy Members (0) of Board 12

Mgmt For For Approve Remuneration of Directors in the Amount of SEK 360,000 for Chairman and Vice Chairman and SEK 230,000 for Other Directors;

Approve Remuneration for Committee Work

13

Mgmt Against For Reelect Ingrid Jonasson Blank, Gunnar Blomkvist, Anna Engebretsen, Jack Forsgren, Mats Holgerson, Jan Pettersson (Vice Chairman), Nicklas Paulson, Mats Qviberg (Chairman) and Jon Risfelt as Directors; Elect

Eva Eriksson as New Director

14


Mgmt For For Ratify KPMG as Auditor; Approve Remuneration

of Auditors 15



16

Voter Rationale: The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.Furthermore, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.

Page 47 of 294



Bilia AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Mgmt Other Business 18


BioGaia AB


Meeting Type: Annual Ticker: BIOG.B


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt








8


9.a



SEK 10 Per Share 9.b



Members of Board (0) 10

Mgmt For For Approve Remuneration of Directors in the Amount of SEK 600,000 for Chairman, SEK 430,000 for Vice Chairman and SEK 230,000 for Other Directors; Approve Extra Remuneration of Peter Rothschild; Approve Remuneration of

Auditors

11

Mgmt For For Reelect Ewa Bjorling as Director 12.a

Page 48 of 294



BioGaia AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reelect David Dangoor as Director 12.b

Mgmt For For Reelect Peter Elving as Director 12.c

Mgmt For For Reelect Inger Holmstrom as Director 12.d

Mgmt For For Reelect Anthon Jahreskog as Director 12.e

Mgmt For For Reelect Peter Rothschild as Director 12.f

Voter Rationale: Executive directors should not serve on the key committees. The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Also, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For For Reelect Brit Stakston as Director 12.g

Mgmt Against For Reelect Peter Rothschild as Board Chairman and David Dangoor as Vice Chairman

13

Voter Rationale: The board should appoint an independent Chair and a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For For Ratify Deloitte as Auditors 14

Mgmt For For Authorize Chairman of Board and Representatives of Four of Company's Largest Shareholders to Serve on Nominating Committee

15


16



bioMerieux SA


Meeting Type: Annual/Special Ticker: BIM

Primary ISIN: FR0013280286 Primary SEDOL: BF0LBX7

Page 49 of 294



bioMerieux SA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1


Statutory Reports 2




Mgmt For For Approve Transaction with Silliker Group Corporation France Re: Provision of One Employee

5

Mgmt For For Approve Transaction with Institut Merieux Re:

Creation of GNEH 6

Mgmt Against For Approve Amendment of Transaction with

Institut Merieux Re: Services Agreement 7

Voter Rationale: Shareholders should be given relevant and sufficient information to make an informed decision.

Mgmt For For Acknowledge End of Mandate of Michele Palladino as Director and Decision Not to Renew

8

Mgmt Against For Reelect Philippe Archinard as Director 9


Mgmt For For Reelect Agnes Lemarchand as Director 10

Mgmt For For Acknowledge End of Mandate of Philippe Gillet

as Director and Decision Not to Renew 11


CEO 12

Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements.Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.Lastly, companies should pay no more than necessary on recruitment of executive directors and ensure that recruitment-related awards are linked to long-term performance of the company.

Mgmt Against For Approve Remuneration Policy of Vice-CEOs 13

Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements.Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.Lastly, companies should pay no more than necessary on recruitment of executive directors and ensure that recruitment-related awards are linked to long-term performance of the company.

Page 50 of 294



bioMerieux SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Compensation of Alexandre Merieux,

Chairman and CEO 14

Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements.In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.


15


Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares

16

Mgmt Against For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to

Aggregate Nominal Amount of EUR 4,210,280

17


Mgmt Against For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to


18

Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration. In addition, any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.

Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities for up to 20 Percent of Issued Capital Per Year for Private Placements

19

Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration. In addition, any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.

Mgmt Against For Authorize Board to Set Issue Price for 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights

20

Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration. In addition, shares should not be repurchased at a premium/discount to the market price of more than 10%.

Mgmt Against For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 17

to 19

21

Voter Rationale: Any increase in capital greater than 10% of the issued share capital without pre-emptive rights should be undertaken in exceptional circumstances only and fully justified by the company. In addition, this authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.

Mgmt Against For Authorize Capital Increase of up to 10 Percent

of Issued Capital for Contributions in Kind 22


Page 51 of 294



bioMerieux SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Authorize Capitalization of Reserves of Up to EUR 4,210,280 for Bonus Issue or Increase in Par Value

23


Mgmt Against For Authorize Issuance of Equity or Equity-Linked Instruments without Preemptive Rights Including by Companies Owning over 50 Percent of the Company Share Capital up to


24


Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans

25

Mgmt For For Eliminate Preemptive Rights Pursuant to Item 25 Above, in Favor of Employees

26

Mgmt For For Set Total Limit for Capital Increase to Result from Issuance Requests Under Items 17 to 25

at EUR 4,210,280

27


28

BNP Paribas SA


Meeting Type: Annual/Special Ticker: BNP


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1


Statutory Reports 2



Mgmt For For Receive Auditors' Special Report on

Related-Party Transactions 4



Mgmt For For Reelect Jean-Laurent Bonnafe as Director 6

Page 52 of 294



BNP Paribas SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reelect Wouter De Ploey as Director 7

Mgmt For For Reelect Marion Guillou as Director 8

Mgmt For For Reelect Michel Tilmant as Director 9

Mgmt For For Ratify Appointment of Rajna Gibson-Brandon as

Director 10

Mgmt For For Approve Remuneration Policy of Chairman of

the Board 11

Mgmt For For Approve Remuneration Policy of CEO and

Vice-CEO 12

Mgmt For For Approve Compensation of Jean Lemierre,

Chairman of the Board 13

Mgmt Against For Approve Compensation of Jean-Laurent

Bonnafe, CEO 14

Voter Rationale: Incentive awards to directors should have clearly disclosed and stretching performance targets to reward strong performance and long-term value creation.

Mgmt Against For Approve Compensation of Philippe Bordenave, Vice-CEO

15

Voter Rationale: Incentive awards to directors should have clearly disclosed and stretching performance targets to reward strong performance and long-term value creation.

Mgmt For For Approve the Overall Envelope of Compensation of Certain Senior Management, Responsible

Officers and the Risk-takers

16



17


18

Bobst Group SA


Meeting Type: Annual Ticker: BOBNN


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt For For Approve Discharge of Board of Directors 2

Page 53 of 294



Bobst Group SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


CHF 1.5 per Share 3

Mgmt For For Reelect Alain Guttmann as Director 4.1

Mgmt For For Reelect Thierry de Kalbermatten as Director 4.2

Mgmt For For Reelect Gian-Luca Bona as Director 4.3

Mgmt For For Reelect Juergen Brandt as Director 4.4

Mgmt For For Reelect Philip Mosimann as Director 4.5

Mgmt For For Reelect Alain Guttmann as Board Chairman 4.6

Mgmt For For Reappoint Gian-Luca Bona as Member of the

Compensation Committee 5.1

Mgmt For For Reappoint Thierry de Kalbermatten as Member

of the Compensation Committee 5.2

Mgmt Against For Approve Remuneration of Board of Directors in

the Amount of CHF 1.6 Million 6.1

Voter Rationale: A vote AGAINST this resolution is warranted because:The proposal represents a large potential increase in board fees and the company has not provide a compelling rationale.


6.2

Mgmt For For Ratify PricewaterhouseCoopers SA as Auditors 7

Mgmt For For Designate Ofisa SA as Independent Proxy 8



Boiron SA


Meeting Type: Annual/Special Ticker: BOI


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1


Page 54 of 294



Boiron SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Statutory Reports 2



Mgmt Against For Approve Auditors' Special Report on



Mgmt Against For Reelect Christian Boiron as Director 5


Mgmt Against For Reelect Virginie Heurtaut as Director 6


Mgmt Against For Reelect Michel Bouissou as Director 7

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.



Mgmt For For Approve Compensation of Thierry Boiron,


Mgmt Against For Approve Compensation of Christian Boiron, CEO 10


Mgmt Against For Approve Compensation of Valerie

Lorentz-Poinsot, Vice-CEO 11


Mgmt Against For Approve Compensation of Christophe Bayssat,

Vice-CEO 12


Mgmt Against For Approve Remuneration Policy of Chairman, CEO and Vice-CEOs

13


Page 55 of 294



Boiron SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Authorize Repurchase of Up to 10 Percent of





15


16

Boliden AB


Meeting Type: Annual Ticker: BOL

Primary ISIN: SE0011088665 Primary SEDOL: BDFD9D0

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt







Reports 7

Mgmt Receive Report on Work of Board and its

Committees 8


Mgmt Receive Report on Audit Work During 2018 10


Reports 11




Mgmt For For Determine Number of Directors (7) and Deputy Directors (0) of Board; Set Number of Auditors at One

14

Page 56 of 294



Boliden AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Remuneration of Directors in the Amount of SEK 1.75 Million for Chairman and SEK 580,000 for Other Directors; Approve Remuneration for Committee Work

15

Mgmt For For Reelect Marie Berglund as Director 16.a

Mgmt For For Reelect Tom Erixon as Director 16.b

Mgmt For For Reelect Michael G:son Low as Director 16.c

Mgmt For For Reelect Elisabeth Nilsson as Director 16.d

Mgmt For For Reelect Pia Rudengren as Director 16.e

Mgmt Against For Reelect Anders Ullberg as Director 16.f

Voter Rationale: Directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For For Elect Perttu Louhiluoto as New Director 16.g

Mgmt Against For Reelect Anders Ullberg as Board Chairman 16.h

Voter Rationale: Directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.



Mgmt For For Approve Remuneration Policy And Other Terms of Employment For Executive Management

19

Voter Rationale: The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt For For Reelect Jan Andersson (Chairman), Lars Erik Forsgardh, Ola Peter Gjessing, Tommi Saukkoriipi and Anders Ullberg as Members of

Nominating Committee

20

Mgmt For For Approve Share Redemption Program 21



Page 57 of 294



Brenntag AG


Meeting Type: Annual Ticker: BNR

Primary ISIN: DE000A1DAHH0 Primary SEDOL: B4YVF56

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt


2


3


4


Mgmt For For Ratify PricewaterhouseCoopers GmbH as Auditors for Fiscal 2019

5

Capgemini SE


Meeting Type: Annual/Special Ticker: CAP


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Reports 1


Statutory Reports 2



Mgmt For For Approve Auditors' Special Report on Related-Party Transactions Mentioning the Absence of New Transactions

4

Page 58 of 294



Capgemini SE Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Compensation of Paul Hermelin,

Chairman and CEO 5


Mgmt For For Approve Compensation of Thierry Delaporte, Vice-CEO

6


Mgmt For For Approve Compensation of Aiman Ezzat, Vice-CEO

7



8


Mgmt For For Approve Remuneration Policy of Vice-CEOs 9


Mgmt For For Ratify Appointment of Laura Desmond as

Director 10

Mgmt For For Elect Xiaoqun Clever as Director 11




Mgmt For For Amend Article 12 of Bylaws Re: Directors

Attendance 13

Mgmt Against For Authorize up to 1 Percent of Issued Capital for Use in Restricted Stock Plans Under Performance Conditions Reserved for Employees

and Executive Officers

14




Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans Reserved for Employees of International Subsidiaries

16

Page 59 of 294



Capgemini SE Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Formalities 17

Carrefour SA


Meeting Type: Annual/Special Ticker: CA


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1


2


3

Mgmt For For Ratify Change Location of Registered Office to 93 Avenue de Paris, 91300 Massy

4

Mgmt For For Ratify Appointment of Claudia Almeida e Silva as Director

5

Mgmt Against For Ratify Appointment of Alexandre Arnault as Director

6


Mgmt Against For Reelect Thierry Breton as Director 7

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. Furthermore, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.

Mgmt Against For Reelect Flavia Buarque de Almeida as Director 8

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Reelect Abilio Diniz as Director 9

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.

Page 60 of 294



Carrefour SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Reelect Charles Edelstenne as Director 10

Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.

Mgmt For For Approve Remuneration of Directors in the Aggregate Amount of EUR 1.28 Million

11

Mgmt For For Approve Auditors' Special Report on Related-Party Transactions Mentioning the


12

Mgmt Against For Approve Non-Compete Agreement with Alexandre Bompard, Chairman and CEO

13

Voter Rationale: Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval.

Mgmt Against For Approve Compensation of Alexandre Bompard, Chairman and CEO

14

Voter Rationale: Long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a suffciently long period of time. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Lastly, severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval.

Mgmt Against For Approve Remuneration Policy of Alexandre Bompard, Chairman and CEO

15

Voter Rationale: Long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant. In addition, if granted, payments to former executives should be no greater than two times base salary and should be linked to meaningful performance conditions. Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a suffciently long period of time. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Lastly, severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval.




Mgmt For For Amend Bylaws Re: Adding a Preamble 17



Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 500 Million

19

Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 175 Million

20

Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 175 Million

21

Page 61 of 294



Carrefour SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above

22

Mgmt For For Authorize Capital Increase of up to 10 Percent


Mgmt For For Authorize Capitalization of Reserves of Up to EUR 500 Million for Bonus Issue or Increase in Par Value

24





26


27

Cembra Money Bank AG


Meeting Type: Annual Ticker: CMBN

Primary ISIN: CH0225173167 Primary SEDOL: BFSSBH4

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction





3.75 per Share 3


Management 4

Mgmt For For Reelect Felix Weber as Director 5.1.1

Mgmt For For Reelect Peter Athanas as Director 5.1.2

Mgmt For For Reelect Urs Baumann as Director 5.1.3

Mgmt For For Reelect Denis Hall as Director 5.1.4

Mgmt For For Reelect Katrina Machin as Director 5.1.5

Mgmt For For Reelect Monica Maechler as Director 5.1.6

Page 62 of 294



Cembra Money Bank AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reelect Ben Tellings as Director 5.1.7

Mgmt For For Reelect Felix Weber as Board Chairman 5.2

Mgmt For For Reappoint Urs Baumann as Member of the

Compensation and Nomination Committee 5.3.1

Mgmt For For Reappoint Katrina Machin as Member of the


Mgmt For For Reappoint Ben Tellings as Member of the


Mgmt For For Designate Keller KLG as Independent Proxy 5.4


Mgmt For For Approve Creation of CHF 3 Million Pool of




Mgmt For For Approve Fixed and Variable Remuneration of Executive Committee in the Amount of CHF 6.4 Million

7.2



CEWE Stiftung & Co. KGaA


Meeting Type: Annual Ticker: CWC


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports for Fiscal 2018 Mgmt For For




Mgmt For For Approve Discharge of Personally Liable Partner Neumueller CEWE COLOR Stiftung for Fiscal 2018

3

Page 63 of 294



CEWE Stiftung & Co. KGaA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Fiscal 2018 4


Mgmt For For Ratify BDO AG as Auditors for Fiscal 2019 5

Mgmt For For Approve Stock Option Plan for Key Employees; Approve Creation of EUR 130,000 Pool of Conditional Capital to Guarantee Conversion Rights

6

Christian Dior SE


Meeting Type: Annual/Special Ticker: CDI


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1


Statutory Reports 2





Voter Rationale: The proposed non-compete agreement is in addition to the benefits retiring executives will receive as part of a severance package and/or the additional pension scheme.

Mgmt Against For Reelect Nicolas Bazire as Director 5

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For For Reelect Renaud Donnedieu de Vabres as

Director 6

Mgmt Against For Reelect Segolene Gallienne as Director 7


Page 64 of 294



Christian Dior SE Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Reelect Christian de Labriffe as Director 8

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, In the context of increasingly complex international accounting standards, the audit committee benefits from members who have a good and recent understanding of the accounting rules and of the audit process.

Mgmt For For Renew Appointment of Ernst and Young et Autres as Auditor

9


Mgmt For For Acknowledge End of Mandate of Auditex as Alternate Auditor and Decision Not to Renew

10

Mgmt For For Renew Appointment of Mazars as Auditor 11


Mgmt For For Acknowledge End of Mandate of Gilles Rainaut as Alternate Auditor and Decision Not to Renew

12

Mgmt Against For Approve Compensation of Bernard Arnault, Chairman of the Board

13


Mgmt Against For Approve Compensation of Sidney Toledano, CEO 14

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a suffciently long period of time. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt Against For Approve Remuneration Policy of Chairman of

the Board 15

Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. In addition, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt Against For Approve Remuneration Policy of CEO 16



17



18

Page 65 of 294



Christian Dior SE Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Amend Article 16 of Bylaws to Comply with

Legal Changes Re: Alternate Auditors 19

Cloetta AB


Meeting Type: Annual Ticker: CLA.B

Primary ISIN: SE0002626861 Primary SEDOL: B3K5QQ3

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt







7




10


11


Mgmt For For Determine Number of Members (7) and Deputy Members (0) of Board

13

Mgmt For For Approve Remuneration of Directors in the Amount of SEK 685,000 for Chairman and SEK 315,000 for Other Directors; Approve Remuneration for Committee Work; Approve Remuneration of Auditors

14

Voter Rationale: We do not currently advocate a specific term limit for auditors, but we are increasingly aware that there is value in gaining new perspectives on finances and controls. Companies who have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

Mgmt For For Reelect Lilian Fossum Biner as Director 15.a

Mgmt For For Reelect Mikael Aru as Director 15.b

Page 66 of 294



Cloetta AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reelect Lottie Knutson as Director 15.c

Mgmt For For Reelect Alan McLean Raleigh as Director 15.d

Mgmt For For Reelect Mikael Svenfelt as Director 15.e

Mgmt Against For Reelect Camilla Svenfelt as Director 15.f

Voter Rationale: We voted against because we do not consider this director independent and yet sits on the audit committee. The audit committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Patrick Bergander as New Director 15.g

Mgmt For For Reelect Lilian Fossum Biner as Board Chairman 16



Mgmt For For Approve Nominating Committee Procedures 18


19


Mgmt For For Approve Incentive Plan LTIP 2019 for Key Employees

20



CNH Industrial NV


Meeting Type: Annual Ticker: CNHI

Primary ISIN: NL0010545661 Primary SEDOL: BDX85Z1

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Open Meeting 1

Page 67 of 294



CNH Industrial NV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Receive Explanation on Company's Reserves

and Dividend Policy 2.b


Reports 2.c


Mgmt For For Approve Discharge of Directors 2.e

Mgmt For For Reelect Suzanne Heywood as Executive Director 3.a

Mgmt For For Reelect Hubertus Mühlhäuser as Executive

Director 3.b

Mgmt For For Reelect Léo W. Houle as Non-Executive Director 3.c

Mgmt Against For Reelect John B. Lanaway as Non-Executive

Director 3.d


Mgmt For For Reelect Silke C. Scheiber as Non-Executive Director

3.e

Mgmt For For Reelect Jacqueline A. Tammenoms as Non-Executive Director

3.f

Mgmt For For Reelect Jacques Theurillat as Non-Executive Director

3.g

Mgmt For For Elect Alessandro Nasi as Non-Executive Director 3.h

Mgmt For For Elect Lorenzo Simonelli as Non-Executive Director

3.i

Mgmt For For Ratify Ernst & Young as Auditors 4


5


CNP Assurances SA


Meeting Type: Annual Ticker: CNP


Page 68 of 294



CNP Assurances SA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1


Statutory Reports 2



Mgmt For For Approve Transaction with Arial CNP Assurances

Re: Collective Pension Plan 4

Mgmt For For Approve Transaction with Caixa Economica Federal, Caixa Seguridade Participacoes,CSH, and Wiz Re: Exclusive Distribution Agreement

5

Mgmt For For Approve Transaction with CDC and Altarea

Cogedim Re: Real-Estate Acquisition 6

Mgmt For For Approve Transaction with CDC and Altarea

Cogedim Re: Real-Estate Cession 7

Mgmt For For Approve Health Insurance Coverage Agreement with Antoine Lissowski, CEO Since Sep. 1st, 2018

8

Mgmt For For Approve Health Insurance Coverage Agreement

with Frederic Lavenir, CEO Until Aug. 31, 2018 9

Mgmt For For Approve Health Insurance Coverage Agreement

with Jean-Paul Faugere, Chairman of the Board 10

Mgmt For For Approve Auditors' Special Report on


Mgmt For For Approve Remuneration policy of Chairman of

the Board 12

Mgmt For For Approve Compensation of Jean-Paul Faugere,


Mgmt For For Approve Remuneration policy of CEO 14

Mgmt For For Approve Compensation of Frederic Lavenir, CEO

Until Aug. 31, 2018 15

Mgmt For For Approve Compensation of Antoine Lissowski,

CEO Since Sep. 1st, 2018 16

Mgmt Against For Ratify Appointment of Annabelle Beugin-Soulon

as Director 17


Page 69 of 294



CNP Assurances SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Ratify Appointment of Alexandra Basso as

Director 18


Mgmt Against For Ratify Appointment of Olivier Fabas as Director 19


Mgmt Against For Ratify Appointment of Laurence Giraudon as Director

20


Mgmt Against For Ratify Appointment of Laurent Mignon as Director

21

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Likewise, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.




Formalities 23

Coface SA


Meeting Type: Annual/Special Ticker: COFA

Primary ISIN: FR0010667147 Primary SEDOL: BNFWV75

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1


2


3

Mgmt For For Approve Remuneration of Directors in the Aggregate Amount of EUR 450,000

4


5

Page 70 of 294



Coface SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Ratify Appointment of Francois Riahi as Director 6

Voter Rationale: Executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For For Approve Auditors' Special Report on Related-Party Transactions

7

Mgmt Against For Approve Compensation of Xavier Durand, CEO 8

Voter Rationale: Any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations.Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Mgmt Against For Approve Remuneration Policy of Xavier Durand, CEO

9


Mgmt For For Elect Nicolas Moreau as Director 10

Mgmt For For Elect Nathalie Bricker as Director 11

Mgmt For For Renew Appointment of Deloitte as Auditor 12


Mgmt For For Acknowledge End of Mandate of BEAS as

Alternate Auditor and Decision Not to Replace 13


Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans Reserved for Employees of International Subsidiaries

14




Formalities 16

comdirect bank AG


Meeting Type: Annual Ticker: COM


Page 71 of 294



comdirect bank AG

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction






Fiscal 2018 3


Fiscal 2018 4



Fiscal 2019 5

Mgmt Against For Elect Michael Mandel to the Supervisory Board 6.1

Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. In addition, this director is not an independent director, yet sits on an audit committee that is majority non-independent. The audit committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness. Also, this director is not an independent director, yet sits on a remuneration committee that is majority non-independent. The remuneration committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.

Mgmt For For Elect Verena Pausder to the Supervisory Board 6.2

Mgmt Against For Elect Sabine Schmittroth to the Supervisory Board

6.3

Mgmt Against For Elect Jochen Sutor to the Supervisory Board 6.4

Mgmt Against For Approve Cancellation of Authorized Capital; Approve Creation of EUR 70 Million Pool of

Capital without Preemptive Rights

7


Compagnie de Saint-Gobain SA


Meeting Type: Annual/Special Ticker: SGO


Page 72 of 294



Compagnie de Saint-Gobain SA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1


Statutory Reports 2



Mgmt For For Reelect Anne-Marie Idrac as Director 4

Mgmt Against For Reelect Dominique Leroy as Director 5


Mgmt For For Reelect Denis Ranque as Director 6

Mgmt For For Reelect Jacques Pestre as Representative of

Employee Shareholders to the Board 7

Mgmt Against For Approve Compensation of Pierre-Andre de

Chalendar, Chairman and CEO 8

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.


9

Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt For For Approve Remuneration Policy of Vice-CEO 10


Mgmt For For Approve Severance Agreement of Benoit Bazin, Vice-CEO

11

Mgmt For For Approve Additional Pension Scheme Agreement with Benoit Bazin

12

Mgmt For For Approve Health Insurance Agreement with Benoit Bazin

13


14


Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to

Aggregate Nominal Amount of EUR 437 Million

15

Page 73 of 294



Compagnie de Saint-Gobain SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


16

Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for Private Placements up to Aggregate Nominal Amount of EUR 218 Million

17


18




20

Mgmt For For Authorize Board to Set Issue Price for 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights

21



Mgmt For For Authorize up to 1.5 Percent of Issued Capital for Use in Stock Option Plans Reserved For Executive Officers

23

Mgmt For For Authorize up to 1.2 Percent of Issued Capital for Use in Restricted Stock Plans Reserved For Executive Officers

24




Formalities 26

Compagnie Generale des Etablissements Michelin SCA


Meeting Type: Annual/Special Ticker: ML


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1

Page 74 of 294



Compagnie Generale des Etablissements Michelin SCA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




Statutory Reports 3


4



Mgmt Against For Approve Compensation of Jean-Dominique

Senard, Chairman of the General Managment 6


Mgmt Against For Approve Compensation of Florent Menegaux, Managing General Partner

7


Mgmt Against For Approve Compensation of Yves Chapot, Non-Partner General Manager

8


Mgmt For For Approve Compensation of Michel Rollier, Chairman of the Supervisory Board Member

9

Mgmt For For Elect Barbara Dalibard as Supervisory Board Member

10

Mgmt For For Elect Aruna Jayanthi as Supervisory Board Member

11

Mgmt For For Approve Remuneration of Supervisory Board Members in the Aggregate Amount of EUR 770,000

12


Mgmt For For Authorize up to 0.7 Percent of Issued Capital for Use in Restricted Stock Plans Reserved Employees, Executive Officers Excluded

13


14

Mgmt For For Amend Article 10 of Bylaws Re: Bond Issuance 15


16

Page 75 of 294



Conzzeta AG


Meeting Type: Annual Ticker: CON

Primary ISIN: CH0244017502 Primary SEDOL: BP4W2Q6

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Accept Financial Statements and Statutory Reports

Mgmt For For

Mgmt For For Approve Allocation of Income and Dividends of CHF 18 per Class A Share, and CHF 3.60 per

Class B Share

2


Mgmt Against For Reelect Ernst Baertschi as Director 4.1

Voter Rationale: Board Elections (Items 4.1-5)Votes AGAINST the non-independent nominees, Ernst Baertschi (Item 4.1), Matthias Auer, Philip Mosimann, Jacob Schmidheiny and Robert Spoerry are warranted due to the failure to establish a majority independent board.A vote AGAINST Enrst Baertschi as chairman (Item 5) is warranted because his election to the board does not warrant supportVotes FOR the independent nominees are warranted due to a lack of any outstanding concerns.Compensation Committee Elections (Items 6.1-6.3)Votes AGAINST the non-independent nominees Philip Mosimann and Robert Spoerry are warranted due to the failure to establish a majority-independent compensation committee.A vote FOR the independent compensation committee nominee, Urs Riedener, is warranted.

Mgmt For For Reelect Roland Abt as Director 4.2

Mgmt Against For Reelect Matthias Auer as Director 4.3


Mgmt Against For Reelect Philip Mosimann as Director 4.4


Mgmt For For Reelect Urs Riedener as Director 4.5

Mgmt Against For Reelect Jacob Schmidheiny as Director 4.6


Page 76 of 294



Conzzeta AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Reelect Robert Spoerry as Director 4.7


Mgmt For For Elect Michael Koenig as Director 4.8

Mgmt Against For Reelect Ernst Baertschi as Board Chairman 5


Mgmt Against For Reappoint Philip Mosimann as Member of the Compensation Committee

6.1


Mgmt Against For Reappoint Robert Spoerry as Member of the Compensation Committee

6.2


Mgmt For For Appoint Urs Riedener as Member of the


Mgmt Against For Approve Remuneration Report 7.1

Voter Rationale: A vote AGAINST the remuneration report is warranted because: - The company awarded a discretionary special bonus to an executive committee member during the financial year under review, and limited information surrounding this is disclosed. - Equity awards under the LTI are based upon EPS performance over a single year and are not subject to any performance conditions after grant.






Mgmt For For Designate Marianne Sieger as Independent

Proxy 9

Page 77 of 294



Conzzeta AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Corporacion Financiera Alba SA


Meeting Type: Annual/Special Ticker: ALB

Primary ISIN: ES0117160111 Primary SEDOL: 5730409

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Consolidated and Standalone Financial

Statements Mgmt For For




Mgmt For For Fix Number of Directors at 13 5.1

Mgmt For For Elect Maria Luisa Guibert Ucin as Director 5.2

Mgmt For For Elect Ana Maria Plaza Arregui as Director 5.3

Mgmt For For Reelect Ramon Carne Casas as Director 5.4

Mgmt For For Reelect Juan March Juan as Director 5.5

Mgmt Against For Reelect Anton Pradera Jauregui as Director 5.6



Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Mgmt Against For Approve Remuneration Policy 7.1

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a suffciently long period of time. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

Page 78 of 294



Corporacion Financiera Alba SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Annual Maximum Remuneration 7.2

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a suffciently long period of time.

Mgmt Against For Approve Share Appreciation Rights Plan 8


Mgmt For For Authorize Share Repurchase and Capital Reduction via Amortization of Repurchased

Shares

9

Mgmt Against For Authorize Increase in Capital up to 20 Percent via Issuance of Equity or Equity-Linked

Securities without Preemptive Rights

10.1


Mgmt For For Authorize Increase in Capital up to 50 Percent via Issuance of Equity or Equity-Linked Securities with Preemptive Rights

10.2

Mgmt For For Set Global Limit for Capital Increase to Result From All Issuance Requests

10.3

Mgmt Against For Authorize Issuance of Non-Convertible and/or Convertible Bonds, Debentures, Warrants, and Other Debt Securities without Preemptive Rights

up to EUR 500 Million

11



Resolutions 12

Mgmt For For Approve Minutes of Meeting 13

Credit Suisse Group AG


Meeting Type: Annual Ticker: CSGN


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Approve Remuneration Report Mgmt For For


1.2


2

Page 79 of 294



Credit Suisse Group AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Approve Dividends of CHF 0.26 per Share from

Capital Contribution Reserves 3.2

Mgmt For For Approve Creation of CHF 4.1 Million Pool of


Mgmt For For Amend Articles Re: General Meeting of

Shareholders; Deletions 5.1

Mgmt For For Amend Articles Re: Voting Rights 5.2

Mgmt For For Reelect Urs Rohner as Director and Board

Chairman 6.1.a

Mgmt For For Reelect Iris Bohnet as Director 6.1.b

Mgmt For For Reelect Andreas Gottschling as Director 6.1.c

Mgmt For For Reelect Alexander Gut as Director 6.1.d

Mgmt For For Reelect Michael Klein as Director 6.1.e

Mgmt For For Reelect Seraina Macia as Director 6.1.f

Mgmt For For Reelect Kai Nargolwala as Director 6.1.g

Mgmt For For Elect Ana Pessoa as Director 6.1.h

Mgmt For For Reelect Joaquin Ribeiro as Director 6.1.i

Mgmt For For Reelect Severin Schwan as Director 6.1.j

Mgmt For For Reelect John Tiner as Director 6.1.k

Mgmt For For Elect Christian Gellerstad as Director 6.1.l

Mgmt For For Elect Shan Li as Director 6.1.m

Mgmt For For Reappoint Iris Bohnet as Member of the


Mgmt For For Reappoint Kai Nargolwala as Member of the


Mgmt For For Appoint Christian Gellerstad as Member of the


Mgmt For For Appoint Michael Klein as Member of the



Amount of CHF 12 Million 7.1

Mgmt For For Approve Short-Term Variable Remuneration of Executive Committee in the Amount of CHF 30.6 Million

7.2.1

Mgmt For For Approve Fixed Remuneration of Executive

Committee in the Amount of CHF 31 Million 7.2.2

Mgmt For For Approve Long-Term Variable Remuneration of Executive Committee in the Amount of CHF 30.2 Million

7.2.3

Page 80 of 294



Credit Suisse Group AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Ratify BDO AG as Special Auditors 8.2

Mgmt For For Designate Anwaltskanzlei Keller KLG as




Dassault Systemes SA


Meeting Type: Annual/Special Ticker: DSY


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1


Statutory Reports 2




4


the Board 5

Mgmt Against For Approve Remuneration Policy of Vice Chairman

of the Board and CEO 6


Mgmt For For Approve Compensation of Charles Edelstenne,


Page 81 of 294



Dassault Systemes SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Compensation of Bernard Charles, Vice

Chairman of the Board and CEO 8

Voter Rationale: Any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Mgmt For For Reelect Catherine Dassault as Director 9

Mgmt For For Reelect Toshiko Mori as Director 10


11



12



13

Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to


14

Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for Private Placements up to


15

Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation

Submitted to Shareholder Vote Above

16

Mgmt For For Authorize Capitalization of Reserves of Up to EUR 12 Million for Bonus Issue or Increase in

Par Value

17

Mgmt Against For Authorize Capital Increase of up to 10 Percent of Issued Capital for Contributions in Kind

18


Mgmt Against For Authorize up to 3 Percent of Issued Capital for Use in Stock Option Plans Reserved for

Employees and Executive Officers

19

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.


20


21

Page 82 of 294



Dermapharm Holding SE


Meeting Type: Annual Ticker: DMP

Primary ISIN: DE000A2GS5D8 Primary SEDOL: BFYTTC2

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt


2


3

Mgmt For For Approve Discharge of Supervisory Board for Fiscal 2018

4

Mgmt For For Ratify Warth & Klein Grant Thornton AG as Auditors for Fiscal 2019

5

Deutsche Boerse AG


Meeting Type: Annual Ticker: DB1


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction






Fiscal 2018 3

Mgmt For For Approve Discharge of Supervisory Board for

Fiscal 2018 4

Mgmt For For Elect Clara-Christina Streit to the Supervisory

Board 5.1

Mgmt For For Elect Charles Stonehill to the Supervisory Board 5.2

Mgmt For For Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares

6

Page 83 of 294



Deutsche Boerse AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Authorize Use of Financial Derivatives when

Repurchasing Shares 7

Voter Rationale: Any request to use financial derivatives when repurchasing shares should be fully explained and justified by the company.

Mgmt For For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 5 Billion; Approve Creation of EUR 17.8 Million Pool of Capital to Guarantee Conversion Rights

8

Mgmt For For Approve Affiliation Agreement with Subsidiary Clearstream Beteiligungs AG

9



Deutsche Lufthansa AG


Meeting Type: Annual Ticker: LHA



Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt

Mgmt Do Not Vote For Approve Allocation of Income and Dividends of EUR 0.80 per Share

2

Mgmt Do Not Vote For Approve Discharge of Management Board for Fiscal 2018

3

Mgmt Do Not Vote For Approve Discharge of Supervisory Board for Fiscal 2018

4

Mgmt Do Not Vote For Elect Monika Ribar to the Supervisory Board 5

Mgmt Do Not Vote For Approve Remuneration System for Management Board Members

6

Mgmt Do Not Vote For Approve Creation of EUR 450 Million Pool of Capital with Partial Exclusion of Preemptive

Rights

7

Mgmt Do Not Vote For Approve Creation of EUR 30 Million Pool of Capital for Employee Stock Purchase Plan

8

Page 84 of 294



Deutsche Lufthansa AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Do Not Vote For Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares

9

Mgmt Do Not Vote For Authorize Use of Financial Derivatives when

Repurchasing Shares 10

Mgmt Do Not Vote For Ratify PricewaterhouseCoopers GmbH as


DEUTZ AG


Meeting Type: Annual Ticker: DEZ


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt


2


3


4




Mgmt For For Elect Ulrich Dohle to the Supervisory Board 6.1

Mgmt For For Elect Dietmar Voggenreiter to the Supervisory

Board 6.2

Dialog Semiconductor Plc

Meeting Date: 05/02/2019 Country: United Kingdom

Meeting Type: Annual Ticker: DLG

Primary ISIN: GB0059822006 Primary SEDOL: 5982200

Page 85 of 294



Dialog Semiconductor Plc

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Voter Rationale: Severance payments for early termination as a result of a change in control should be similar to those available under normal circumstances.


Mgmt For For Reappoint Deloitte LLP as Auditors 4

Mgmt For For Authorise Board to Fix Remuneration of Auditors 5

Mgmt For For Re-elect Jalal Bagherli as Director 6

Mgmt For For Re-elect Nicholas Jeffery as Director 7

Mgmt Against For Re-elect Eamonn O'Hare as Director 8


Mgmt For For Authorise Issue of Equity 9

Mgmt For For Authorise Issue of Equity in Connection with a Rights Issue

10

Mgmt For For Authorise Issue of Equity without Pre-emptive Rights

11

Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or

Other Capital Investment

12

Mgmt For For Authorise the Company to Enter into a Contingent Forward Share Purchase Contract

with Barclays Bank plc

13


with Goldman Sachs International

14


with HSBC Bank plc

15


with Merrill Lynch International

16

Mgmt For For Amend Articles of Association 17

Mgmt For For Authorise the Company to Call General Meeting with Two Weeks' Notice

18

Page 86 of 294



DiaSorin SpA


Meeting Type: Annual Ticker: DIA

Primary ISIN: IT0003492391 Primary SEDOL: B234WN9

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Approve Financial Statements, Statutory Reports, and Allocation of Income

1


Voter Rationale: Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval.Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Mgmt For For Fix Number of Directors 3.1

Mgmt For For Fix Board Terms for Directors 3.2

Mgmt Appoint Directors (Slate Election) - Choose One of the Following Slates

SH Do Not Vote None Slate 1 Submitted by IP Investimenti e Partecipazioni Srl

3.3.1

Voter Rationale: Shareholders can support only one slate. Slate 2 is better positioned to represent the long-term interests of minority shareholders and carry out an independent oversight of the management's action.


(Assogestioni) 3.3.2

Voter Rationale: Shareholders can support only one slate. The nominee is independent. This candidate has been put forth by minority shareholders and could be well positioned to represent the interests of minority shareholders and carry out an effective oversight on the management's behavior.

Mgmt Against For Approve Remuneration of Directors 3.4


Mgmt Appoint Internal Statutory Auditors (Slate

Election) - Choose One of the Following Slates

SH Against None Slate 1 Submitted by IP Investimenti e

Partecipazioni Srl 4.1.1



Voter Rationale: This slate has been proposed by institutional investors, and these nominees could therefore be the best positioned to represent the interests of minority shareholders and carryout effective oversight on the management's behavior. The profiles and details of candidates submitted under this item have been provided also in English which facilitates scrutiny by global investors.

Page 87 of 294



DiaSorin SpA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

SH Against None Appoint Chairman of Internal Statutory Auditors 4.2

Voter Rationale: Shareholder proponents should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

Mgmt For For Approve Internal Auditors' Remuneration 4.3

Mgmt Against For Approve Stock Option Plan 5


Mgmt Against For Authorize Share Repurchase Program and Reissuance of Repurchased Shares to Service

Stock Option Plan

6



A


D'Ieteren SA


Meeting Type: Annual/Special Ticker: DIE


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Annual/ Special Meeting Mgmt



1

Mgmt For For Approve Financial Statements and Allocation of Income

2


Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Additionally, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt For For Approve Discharge of Directors 4.1

Mgmt For For Approve Discharge of Auditor 4.2

Page 88 of 294



D'Ieteren SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reelect Nicolas D'Ieteren as Director 5.1


Mgmt For For Reelect Olivier Perier as Director 5.2

Mgmt Against For Reelect Michele Sioen as Director 5.3


Mgmt For For Elect Gemms Partners SARL, Permanently Represented by Sophie Gasperment, as

Independent Director

5.4

Mgmt Receive Information on End of Mandate of Axel Miller as Director

5.5


Mgmt Against For Renew Authorization to Increase Share Capital within the Framework of Authorized Capital

1


DSV A/S

Meeting Date: 05/27/2019 Country: Denmark

Meeting Type: Special Ticker: DSV

Primary ISIN: DK0060079531 Primary SEDOL: B1WT5G2

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Issuance of Shares in Connection with Acquisition of Panalpina Welttransport (Holding) AG

Mgmt For For

Dufry AG


Meeting Type: Annual Ticker: DUFN

Primary ISIN: CH0023405456 Primary SEDOL: B0R80X9

Page 89 of 294



Dufry AG

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Mgmt For For Approve Allocation of Income and Dividends of CHF 4.00 per Share from Capital Contribution Reserves

2


Management 3

Mgmt For For Approve CHF 16.5 Million Reduction in Share

Capital via Cancellation of Repurchased Shares 4

Mgmt For For Approve Creation of CHF 25 Million Pool of


Mgmt For For Reelect Juan Carretero as Director and Board

Chairman 6.1

Mgmt For For Reelect Jorge Born as Director 6.2.1

Mgmt For For Reelect Claire Chiang as Director 6.2.2

Mgmt For For Reelect Julian Gonzalez as Director 6.2.3

Mgmt For For Reelect Heekyung Min as Director 6.2.4

Mgmt For For Reelect Andres Neumann as Director 6.2.5

Mgmt For For Reelect Steven Tadler as Director 6.2.6

Mgmt For For Reelect Lynda Tyler-Cagni as Director 6.2.7

Mgmt For For Elect Luis Camino as Director 6.3

Mgmt For For Reappoint Jorge Born as Member of the


Mgmt For For Reappoint Claire Chiang as Member of the


Mgmt For For Reappoint Lynda Tyler-Cagni as Member of the


Mgmt For For Ratify Ernst & Young Ltd as Auditors 8

Mgmt For For Designate Altenburger Ltd as Independent

Proxy 9

Mgmt For For Amend Articles Re: Remuneration of the Board

of Directors 10



Page 90 of 294



Dufry AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Remuneration of Executive Committee


Voter Rationale: A vote AGAINST this proposal is warranted because: * The company has proposed a pay envelope for executive management that represents a significant potential increase in remuneration, and the company has not provided an explanation for the proposed increase or sufficient transparency on the parameters of its variable compensation in its compensation disclosures. * Compensation levels at Dufry are already high relative to peers. Some shareholders may wish to support the proposal in view of the reduced per person budget compared to the prior year.


Voter Rationale: A vote AGAINST is warranted because: * This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and * The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.

Eastnine AB


Meeting Type: Annual Ticker: EAST

Primary ISIN: SE0002158568 Primary SEDOL: B28KPZ5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt






Mgmt Receive Board's Report 7.a

Mgmt Receive President's Report 7.b

Mgmt Receive Auditor's Report 7.c


Reports 8.a





Mgmt Receive Nominating Committee's Report 9

Page 91 of 294



Eastnine AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Determine Number of Members and Deputy Members of Board; Determine Number of Auditors and Deputy Auditors

10

Mgmt For For Approve Remuneration of Directors; Approve

Remuneration of Auditors 11

Mgmt For For Elect Directors 12


Mgmt For For Ratify Auditors 13



14


Mgmt For For Authorize Reissuance of Repurchased Shares 15

Mgmt Against For Authorize Share Repurchase Program 16


Mgmt For For Amend Articles Re: Auditors 17


Eckert & Ziegler Strahlen- und Medizintechnik AG


Meeting Type: Annual Ticker: EUZ


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction






Fiscal 2018 3

Page 92 of 294



Eckert & Ziegler Strahlen- und Medizintechnik AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Fiscal 2018 4



Mgmt For For Elect Frank Perschmann to the Supervisory Board

6.1

Mgmt For For Elect Paola Eckert-Palvarini as Alternate Supervisory Board Member

6.2

Mgmt For For Approve Discharge of Board of Directors of Eckert & Ziegler BEBIG SA for Fiscal 2018

7

Mgmt For For Approve Affiliation Agreement with Eckert & Ziegler Radiopharma GmbH

8

Ege Profil Ticaret ve Sanayi AS

Meeting Date: 05/07/2019 Country: Turkey

Meeting Type: Annual Ticker: EGPRO

Primary ISIN: TRAEGPRO91E8 Primary SEDOL: B03MRZ6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Open Meeting and Elect Presiding Council of

Meeting 1

Mgmt For For Accept Board Report 2


Mgmt For For Accept Audit Report 3


Mgmt For For Accept Financial Statements 4



Mgmt Against For Elect Directors and Approve Their Remuneration 6

Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.Furthermore, companies should provide sufficient information on directors' fees to enable shareholders to cast an informed vote.

Page 93 of 294



Ege Profil Ticaret ve Sanayi AS Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Against For Approve Auditors and Authorize Board to Fix

Their Remuneration 8

Voter Rationale: Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor.

Mgmt Against For Approve Upper Limit of Donations for 2019 and

Receive Information on Donations Made in 2018 9


Mgmt For For Grant Permission for Board Members to Engage in Commercial Transactions with Company and Be Involved with Companies with Similar Corporate Purpose and Receive Information in Accordance to Article 1.3.6 of Corporate Governance Principles

10

Mgmt Receive Information on Related Party

Transactions 11

Mgmt Receive Information on Guarantees, Pledges

and Mortgages Provided to Third Parties 12

Mgmt Wishes 13


Eiffage SA


Meeting Type: Annual/Special Ticker: FGR

Primary ISIN: FR0000130452 Primary SEDOL: B13X013

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1


2


3

Mgmt For For Renew Appointment of KPMG Audit IS as Auditor

4


Page 94 of 294



Eiffage SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Acknowledge End of Mandate of KPMG Audit ID as Alternate Auditor and Decision Not to Replace

5

Mgmt For For Appoint Mazars as Auditor 6

Mgmt For For Acknowledge End of Mandate of Annick Chaumartin as Alternate Auditor and Decision Not to Replace

7

Mgmt For For Reelect Benoit de Ruffray as Director 8

Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability. The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For For Reelect Isabelle Salaun as Director 9


Mgmt Against For Reelect Laurent Dupont as Representative of Employee Shareholders to the Board

10


Mgmt For For Approve Compensation of Benoit de Ruffray, Chairman and CEO

11


Mgmt Against For Approve Remuneration Policy for Chairman and

CEO 12

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.







15

Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 156.8 Million

16

Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 39.2 Million

17

Page 95 of 294



Eiffage SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 39.2 Million

18

Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 16-18

19



Mgmt For For Set Total Limit for Capital Increase to Result from Issuance Requests Under Items 17,18 and 20 at EUR 39.2 Million

21

Mgmt Against For Authorize Capital Issuances for Use in Employee


Voter Rationale: This plan could lead to excessive dilution.



Formalities 23

Elica SpA


Meeting Type: Annual Ticker: ELC

Primary ISIN: IT0003404214 Primary SEDOL: B1GFPS8

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1.1




Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Page 96 of 294



Elica SpA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Phantom Stock and Voluntary

Co-Investment Plan 2019 - 2025 3

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.


4


Elis SA


Meeting Type: Annual/Special Ticker: ELIS

Primary ISIN: FR0012435121 Primary SEDOL: BVSS790

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1


Statutory Reports 2

Mgmt For For Approve Treatment of Losses 3

Mgmt For For Approve Dividends of EUR 0.37 per Share 4



Mgmt For For Reelect Thierry Morin as Supervisory Board

Member 6

Mgmt Against For Reelect Magali Chesse as Supervisory Board

Member 7


Mgmt Against For Reelect Philippe Delleur as Supervisory Board

Member 8

Voter Rationale: Executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For For Ratify Appointment of Antoine Burel as Supervisory Board Member

9

Page 97 of 294



Elis SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Renew Appointment of Pricewaterhouse

Coopers Audit as Auditor 10


Mgmt For For Approve Remuneration Policy of the Chairman

of the Supervisory Board 12

Mgmt For For Approve Remuneration Policy of Supervisory

Board Members 13


of the Management Board 14


Mgmt For For Approve Remuneration Policy of Management Board Members

15


Mgmt For For Approve Compensation of Thierry Morin, Chairman of the Supervisory Board

16

Mgmt Against For Approve Compensation of Xavier Martire, Chairman of the Management Board

17

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice

Mgmt Against For Approve Compensation of Louis Guyot, Management Board Member

18


Mgmt Against For Approve Compensation of Matthieu Lecharny,

Management Board Member 19







Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans for Employees of International Subsidiaries

22

Page 98 of 294



Elis SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




Formalities 24

Emlak Konut Gayrimenkul Yatirim Ortakligi AS


Meeting Type: Annual Ticker: EKGYO

Primary ISIN: TREEGYO00017 Primary SEDOL: B586565

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Open Meeting and Elect Presiding Council of Meeting; Authorize Presiding Council to Sign Minutes of Meeting

1

Mgmt For For Accept Board Report 2




Mgmt For For Approve Profit Distribution Policy 6


Mgmt Against For Ratify External Auditors 8


Mgmt Against For Ratify Director Appointments 9


Mgmt Against For Elect Directors 10

Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board. In addition, companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

Mgmt Receive Information on Remuneration Policy 11

Mgmt Against For Approve Director Remuneration 12


Mgmt For For Approve Donation Policy 13

Page 99 of 294



Emlak Konut Gayrimenkul Yatirim Ortakligi AS Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Upper Limit of Donations for 2019 and

Receive Information on Donations Made in 2018 14


Mgmt For For Grant Permission for Board Members to Engage in Commercial Transactions with Company and Be Involved with Companies with Similar Corporate Purpose

15

Mgmt Receive Information on Share Repurchase Program

16

Mgmt Receive Information on Guarantees, Pledges and Mortgages Provided to Third Parties

17

Mgmt Receive Information in Accordance to Article 1.3.6 of Capital Markets Board Corporate

Governance Principles

18

Mgmt Receive Information on Director Remuneration for 2018

19

Mgmt Receive Information in Accordance to Article 37 of Communique on Principles Regarding Real

Estate Investment Trusts

20

Mgmt Receive Information in Accordance to Article 21 of Communique on Principles Regarding Real

Estate Investment Trusts

21

Mgmt Wishes 22

Enel SpA


Meeting Type: Annual Ticker: ENEL


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Reports 1



Page 100 of 294



Enel SpA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Voter Rationale: Any request to use financial derivatives when repurchasing shares should be fully explained and justified by the company.

Mgmt Appoint Internal Statutory Auditors (Slate Election) - Choose One of the Following Slates

SH For None Slate 1 Submitted by Italian Ministry of Economy and Finance

4.1

Voter Rationale: Supporting Slate 1 helps ensure that the chairman of the statutory auditor board is appointed from the minority shareholder slate.

SH Do Not Vote None Slate 2 Submitted by Institutional Investors (Assogestioni)

4.2

Voter Rationale: Supporting Slate 1 helps ensure that the chairman of the statutory auditor board is appointed from the minority shareholder slate.

Mgmt Shareholder Proposal Submitted by Italian Ministry of Economy and Finance

SH For None Approve Internal Auditors' Remuneration 5



6

Mgmt For For Approve Long-Term Incentive Plan 7



Eni SpA


Meeting Type: Annual Ticker: ENI


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1



Page 101 of 294



Eni SpA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.


A


Epiroc AB


Meeting Type: Annual Ticker: EPI.A

Primary ISIN: SE0011166933 Primary SEDOL: BDZV116

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting; Elect Chairman of Meeting Mgmt For For






Reports 6



Reports 8.a

Mgmt For For Approve Discharge of Board and President 8.b


SEK 2.10 Per Share 8.c

Mgmt For For Approve Record Date for Dividend Payment 8.d


Members of Board 9.a


Auditors 9.b

Page 102 of 294



Epiroc AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reelect Lennart Evrell, Johan Forssell, Jeane Hull, Ronnie Leten, Per Lindberg, Ulla Litzen, Astrid Skarheim Onsum and Anders Ullberg as Directors

10.a


Mgmt Against For Reelect Ronnie Leten as Board Chairman 10.b

Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.Furthermore, the remuneration committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Ratify Deloitte as Auditors 10.c

Mgmt For For Approve Remuneration of Directors in the Amount of SEK 2.1 Million for Chair and SEK 640,000 for Other Directors; Approve Partly Remuneration in Synthetic Shares; Approve

Remuneration for Committee Work

11.a



12.a

Mgmt For For Approve Stock Option Plan 2019 for Key Employees

12.b

Mgmt For For Approve Equity Plan Financing of Stock Option Plan 2019 Through Repurchase of Class A

Shares

13.a

Mgmt For For Approve Repurchase of Shares to Pay 50 Per cent of Director's Remuneration in Synthetic

Shares

13.b

Mgmt For For Approve Equity Plan Financing of Stock Option Plan 2019 Through Transfer of Class A Shares to

Participants

13.c

Mgmt For For Approve Sale of Class A Shares to Finance Director Remuneration in Synthetic Shares

13.d

Mgmt For For Approve Sale of Class A Shares to Finance Stock Option Plan 2014, 2015 and 2016

13.e

Mgmt For For Authorize Chairman of Board and Representatives of Four of Company's Largest Shareholders to Serve on Nominating Committee

14


Page 103 of 294



EXOR NV


Meeting Type: Annual Ticker: EXO

Primary ISIN: NL0012059018 Primary SEDOL: BYSLCX9

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Open Meeting 1


2.a

Mgmt Discuss Implementation of Remuneration Policy 2.b

Mgmt For For Adopt Financial Statements 2.c


Mgmt Receive Explanation on Company's Dividend

Policy 2.d

Mgmt For For Approve Dividends 2.e


Mgmt For For Approve Discharge of Executive Directors 4.a

Mgmt For For Approve Discharge of Non-Executive Directors 4.b

Mgmt Against For Authorize Repurchase of Shares 5



Faes Farma SA


Meeting Type: Annual Ticker: FAE

Primary ISIN: ES0134950F36 Primary SEDOL: B1PQHS6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Consolidated and Standalone Financial Statements, Allocation of Income, and Discharge of Board

Mgmt For For

Mgmt For For Approve Non-Financial Information Report 2

Page 104 of 294



Faes Farma SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Reelect Inigo Zavala Ortiz de la Torre as Director 3.1


Mgmt For For Reelect Carlos de Alcocer Torra as Director 3.2

Mgmt Against For Reelect Francisco Javier Usaola Garcia as Director

3.3


Mgmt For For Elect Maria Eugenia Zugaza Salazar as Director 3.4


Mgmt For For Authorize Issuance of Non-Convertible Bonds/Debentures and/or Other Debt Securities

up to EUR 100 Million

5

Mgmt For For Authorize Increase in Capital up to 50 Percent via Issuance of Equity or Equity-Linked

Securities with Preemptive Rights

6


Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt For For Authorize Board to Ratify and Execute Approved Resolutions

8


Faurecia SA


Meeting Type: Annual/Special Ticker: EO


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Reports 1


Statutory Reports 2

Page 105 of 294



Faurecia SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Mgmt For For Approve Auditors' Special Report on Related-Party Transactions Regarding New Transactions

4

Mgmt For For Renew Appointment of Ernst and Young as Auditor and Acknowledge End of Mandate of Auditex as Alternate Auditor and Decision to Neither Renew Nor Replace

5


Mgmt For For Appoint Mazars as Auditor and Acknowledge End of Mandate of Etienne Boris as Alternate Auditor and Decision to Neither Renew Nor Replace

6

Mgmt For For Ratify Appointment of Philippe de Rovira as Director

7

Mgmt For For Ratify Appointment and Renew Gregoire Olivier as Director

8

Mgmt For For Elect Yan Mei as Director 9

Mgmt For For Elect Peter Mertens as Director 10

Mgmt For For Elect Denis Mercier as Director 11

Mgmt For For Approve Remuneration Policy of Chairman of the Board

12


Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, share-based incentive plan allows for full vesting of awards following an executive's departure from the company.

Mgmt For For Approve Compensation of Michel de Rosen, Chairman of the Board

14

Mgmt For For Approve Compensation of Patrick Koller, CEO 15


16


Mgmt For For Ratify Change Location of Registered Office to 23-27 Avenue des Champs-Pierreux, 92000 Nanterre and Amend Bylaws Accordingly

17





19

Page 106 of 294



Faurecia SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


20


21


22

Mgmt Against For Authorize up to 2 Million Shares for Use in

Restricted Stock Plans 23



24


25

Fiat Chrysler Automobiles NV


Meeting Type: Annual Ticker: FCA

Primary ISIN: NL0010877643 Primary SEDOL: BRJFWP3

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Open Meeting 1

Mgmt Receive Director's Report (Non-Voting) 2.a

Mgmt Implementation of Remuneration Policy 2.b


and Dividend Policy 2.c


Reports 2.d

Mgmt For For Approve Dividends of EUR 0.65 Per Share 2.e

Mgmt For For Approve Discharge of Directors 2.f

Page 107 of 294



Fiat Chrysler Automobiles NV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reelect John Elkann as Executive Director 3.a


Mgmt For For Reelect Michael Manley as Executive Director 3.b

Mgmt For For Elect Richard Palmer as Executive Director 3.c


Mgmt For For Reelect Ronald L. Thompson as Non-Executive Director

4.a

Mgmt For For Reelect John Abbott as Non-Executive Director 4.b

Mgmt For For Reelect Andrea Agnelli as Non-Executive Director

4.c

Mgmt For For Reelect Tiberto Brandolini d'Adda as Non-Executive Director

4.d

Mgmt For For Reelect Glenn Earle as Non-Executive Director 4.e

Mgmt For For Reelect Valerie A. Mars as Non-Executive Director

4.f

Mgmt For For Reelect Michelangelo A. Volpi Non-Executive as Director

4.g

Mgmt For For Reelect Patience Wheatcroft Non-Executive as Director

4.h

Mgmt For For Reelect Ermenegildo Zegna Non-Executive as Director

4.i


Mgmt For For Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital in Case of Acquisition

6.1

Mgmt For For Authorize Board to Exclude Preemptive Rights from Share Issuances Under Item 6.1

6.2

Mgmt Against For Grant Board Authority to Issue Special Voting Shares and Right to Subscription Up to

Maximum Aggregate Special Voting Shares

6.3

Voter Rationale: The proposal is not in the interests of minority shareholders.



Mgmt For For Approve Cancellation of Special Voting Shares 8

Page 108 of 294



Fiat Chrysler Automobiles NV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve CEO Bonus 9.a

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, remuneration committee should not allow vesting of incentive awards for below median performance. Finally, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

Mgmt Against For Approve Award of Performance Shares to Executive Directors

9.b



Fiera Milano SpA


Meeting Type: Annual Ticker: FM


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction






Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Furthermore, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.Lastly, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.







Page 109 of 294



Fnac Darty SA


Meeting Type: Annual/Special Ticker: FNAC

Primary ISIN: FR0011476928 Primary SEDOL: B7VQL46

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1


2

Mgmt For For Approve Non-Deductible Expenses 3



5

Mgmt For For Renew Appointment of KPMG SA as Auditor 6

Mgmt For For Acknowledge End of Mandate of KPMG Audit IS as Alternate Auditor and Decision to Neither

Replace Nor Renew

7

Mgmt For For Approve Compensation of Jacques Veyrat, Chairman of the Board

8

Mgmt Against For Approve Compensation of Enrique Martinez, CEO

9

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, long-term incentive schemes should be based on forward-looking multi-year performance targets to ensure appropriate alignment between the interests of executives and shareholders. Further, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.


10

Mgmt Against For Approve Remuneration Policy of CEO and Executive Corporate Officers

11

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors..On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.Long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant.Moreover, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.


12



13

Page 110 of 294



Fnac Darty SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


14


15

Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 2.6 Million

16

Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 2.6 Million

17


18

Voter Rationale: Any issuance of shares at a significant discount to the market price should be approved by shareholders prior to such issuance and not as a part of routine share issuance authorities.

Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 15 to 17

19

Mgmt For For Authorize Capital Increase of up to 10 Percent of Issued Capital for Contributions in Kind

20


21

Mgmt Against For Authorize up to 5 Percent of Issued Capital for Use in Stock Option Plans

22


Mgmt Against For Authorize up to 5 Percent of Issued Capital for Use in Restricted Stock Plans

23


Mgmt Against For Amend Article 12 of Bylaws Re: Directors Length of Term

24

Voter Rationale: The proposal is not in the interests of minority shareholders.

Mgmt For For Amend Article 12 of Bylaws Re: Staggered Terms for Directors

25

Mgmt For For Amend Article 12 of Bylaws Re: Employee Representative

26


Mgmt For For Reelect Jacques Veyrat as Director 27

Mgmt For For Reelect Daniela Weber Rey as Director 28

Mgmt For For Reelect Antoine Gosset Grainville as Director 29

Mgmt For For Elect Javier Santiso as Director 30

Page 111 of 294



Fnac Darty SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Enrique Martinez as Director 31

Mgmt For For Elect Jean-Marc Janaillac as Director 32


Formalities 33

Fuchs Petrolub SE


Meeting Type: Annual Ticker: FPE3


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt

Mgmt For For Approve Allocation of Income and Dividends of EUR 0.94 per Ordinary Share and EUR 0.95 per Preferred Share

2


3


4


Mgmt For For Elect Kurt Bock to the Supervisory Board 5



Gazprom PJSC

Meeting Date: 06/28/2019 Country: Russia

Meeting Type: Annual Ticker: GAZP

Primary ISIN: RU0007661625 Primary SEDOL: B59L4L7

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Meeting for ADR Holders Mgmt

Page 112 of 294



Gazprom PJSC Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Annual Report 1

Mgmt For For Approve Financial Statements 2


Mgmt For For Approve Dividends of RUB 16.61 per Share 4

Mgmt For For Ratify Auditor 5

Mgmt Approve Remuneration of Directors 6

Mgmt For For Approve Remuneration of Members of Audit

Commission 7

Mgmt For For Amend Charter 8

Mgmt For For Amend Regulations on General Meetings 9

Mgmt For For Amend Regulations on Board of Directors 10

Mgmt For For Amend Regulations on Management 11

Mgmt For For Approve Termination of Regulations on Dividend

Payment 12

Mgmt Elect 11 Directors by Cumulative Voting

Mgmt Elect Andrei Akimov as Director 13.1

Mgmt Against None Elect Viktor Zubkov as Director 13.2

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt Against None Elect Timur Kulibaev as Director 13.3

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.

Mgmt Against None Elect Denis Manturov as Director 13.4


Mgmt Against None Elect Vitalii Markelov as Director 13.5


Page 113 of 294




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against None Elect Viktor Martynov as Director 13.6

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against None Elect Vladimir Mau as Director 13.7


Mgmt Elect Aleksei Miller as Director 13.8

Mgmt Against None Elect Aleksandr Novak as Director 13.9


Mgmt Against None Elect Dmitrii Patrushev as Director 13.10


Mgmt Against None Elect Mikhail Sereda as Director 13.11


Mgmt Elect Nine Members of Audit Commission

Mgmt Against For Elect Ivan Bezmenov as Member of Audit

Commission 14.1

Voter Rationale: As incumbent members of the audit commission, these nominees are best suited to continue the uninterrupted functioning of the audit commission.

Mgmt For For Elect Vadim Bikulov as Member of Audit

Commission 14.2

Mgmt For For Elect Aleksandr Gladkov as Member of Audit

Commission 14.3

Page 114 of 294




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Margarita Mironova as Member of Audit

Commission 14.4

Mgmt Against For Elect Iurii Nosov as Member of Audit

Commission 14.5


Mgmt Against For Elect Karen Oganian as Member of Audit Commission

14.6


Mgmt Against For Elect Dmitrii Pashkovskii as Member of Audit Commission

14.7


Mgmt Against For Elect Sergei Platonov as Member of Audit Commission

14.8


Mgmt Against For Elect Evgenii Stoliarov as Member of Audit

Commission 14.9


Mgmt Against For Elect Tatiana Fisenko as Member of Audit

Commission 14.10


Geberit AG


Meeting Type: Annual Ticker: GEBN

Primary ISIN: CH0030170408 Primary SEDOL: B1WGG93

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


2


3

Mgmt For For Reelect Albert Baehny as Director and Board Chairman

4.1.1

Page 115 of 294



Geberit AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reelect Felix Ehrat as Director 4.1.2

Mgmt For For Reelect Thomas Huebner as Director 4.1.3

Mgmt For For Reelect Hartmut Reuter as Director 4.1.4

Mgmt For For Reelect Eunice Zehnder-Lai as Director 4.1.5

Mgmt For For Elect Bernadette Koch as Director 4.1.6

Mgmt For For Reelect Hartmut Reuter as Member of the

Nomination and Compensation Committee 4.2.1

Mgmt For For Reelect Eunice Zehnder-Lai as Member of the


Mgmt For For Appoint Thomas Huebner as Member of the


Mgmt For For Designate Roger Mueller as Independent Proxy 5

Mgmt For For Ratify PricewaterhouseCoopers AG as Auditors 6








Getinge AB


Meeting Type: Annual Ticker: GETI.B


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt




Page 116 of 294



Getinge AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




Reports 7.a


Statutory Reports 7.b


7.c

Mgmt Receive Board's Dividend Proposal 7.d

Mgmt Receive Board and Board Committee Reports 8



Reports 10




Mgmt For For Determine Number of Members (10) and

Deputy Members (0) of Board 13.a


Auditors (0) 13.b

Mgmt For For Approve Remuneration of Directors in the Amount of SEK 1.18 Million for Chairman and SEK 592,000 for Other Directors; Approve Remuneration for Committee Work

14.a



Mgmt Against For Reelect Carl Bennet as Director 15.a

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Furthermore, the remuneration committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Reelect Johan Bygge as Director 15.b

Mgmt Against For Reelect Cecilia Daun Wennborg as Director 15.c


Mgmt For For Reelect Barbro Friden as Director 15.d

Page 117 of 294



Getinge AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Reelect Dan Frohm as Director 15.e


Mgmt For For Reelect Sofia Hasselberg as Director 15.f

Mgmt Against For Reelect Johan Malmquist as Director 15.g

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Also, the remuneration committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.Furthermore, directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For For Reelect Mattias Perjos as Director 15.h

Mgmt Against For Reelect Malin Persson as Director 15.i


Mgmt Against For Reelect Johan Stern as Director 15.j


Mgmt Against For Elect Johan Malmquist as Board Chairman 15.k

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Also, the remuneration committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.Furthermore, directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.







Page 118 of 294



GL Events SA


Meeting Type: Annual/Special Ticker: GLO


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1



3


4

Mgmt Against For Approve Transaction with Polygone SA Re: Services Agreement

5




Mgmt For For Reelect Fanny Picard as Director 7

Mgmt Against For Reelect Philippe Marcel as Director 8

Voter Rationale: The remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Likewise, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Reelect Daniel Havis as Director 9

Mgmt Against For Approve Compensation of Olivier Ginon, Chairman and CEO

10


Mgmt Against For Approve Compensation of Olivier Roux, Vice-Chairman and Vice-CEO

11

Mgmt Against For Approve Compensation of Olivier Ferraton, Vice-CEO

12

Voter Rationale: ncentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt Against For Approve Remuneration Policy of Chairman and CEO; Vice-Chairman and Vice-CEO

13


Page 119 of 294



GL Events SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Remuneration Policy of the Vice-CEO 14

Voter Rationale: ncentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.


15




16

Mgmt Against For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to


17


Mgmt Against For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above

18

Mgmt Against For Authorize Capital Increase of up to 10 Percent of Issued Capital for Contributions in Kind

19

Mgmt For Against Authorize Capital Issuances for Use in Employee Stock Purchase Plans

20

Mgmt Against For Authorize up to 200,000 Shares for Use in Restricted Stock Plans

21

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant.


Formalities 22

GlaxoSmithKline Plc


Meeting Type: Annual Ticker: GSK


Page 120 of 294



GlaxoSmithKline Plc

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Mgmt For For Elect Iain Mackay as Director 3

Mgmt For For Re-elect Philip Hampton as Director 4

Mgmt For For Re-elect Emma Walmsley as Director 5

Mgmt For For Re-elect Vindi Banga as Director 6

Mgmt For For Re-elect Dr Hal Barron as Director 7

Mgmt For For Re-elect Dr Vivienne Cox as Director 8

Mgmt For For Re-elect Lynn Elsenhans as Director 9

Mgmt For For Re-elect Dr Laurie Glimcher as Director 10

Mgmt For For Re-elect Dr Jesse Goodman as Director 11

Mgmt For For Re-elect Judy Lewent as Director 12

Mgmt For For Re-elect Urs Rohner as Director 13


Mgmt For For Authorise the Audit & Risk Committee to Fix

Remuneration of Auditors 15

Mgmt For For Authorise EU Political Donations and

Expenditure 16


Mgmt For For Authorise Issue of Equity without Pre-emptive

Rights 18

Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment

19

Mgmt For For Authorise Market Purchase of Ordinary Shares 20

Mgmt For For Approve the Exemption from Statement of the Name of the Senior Statutory Auditor in Published Copies of the Auditors' Reports

21

Mgmt For For Authorise the Company to Call General Meeting

with Two Weeks' Notice 22

Page 121 of 294



GlaxoSmithKline Plc


Meeting Type: Special Ticker: GSK


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Consumer Healthcare Joint Venture with Pfizer Inc.

Mgmt For For

Global Gaming 555 AB


Meeting Type: Annual Ticker: GLOBAL

Primary ISIN: SE0002685958 Primary SEDOL: BF4VRS0

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt





Mgmt For For Approve Agenda of Meeting 6.a

Mgmt Receive President's Report 6.b


Reports 7


Reports 8.a

Mgmt For For Approve Allocation of Income and Omission of

Dividends 8.b


Mgmt For For Approve Remuneration of Directors in the Aggregate Amount of SEK 1.1 Million; Approve Remuneration of Auditors

9

Page 122 of 294



Global Gaming 555 AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reelect Peter Eidensjo (Chairman), Tobias Fagerlund and Adriana Hamberg as Directors; Elect Mika Leppanen and Pasi Nousiainen as New Directors; Ratify KPMG as Auditors

10


Mgmt For For Authorize Chairman of Board and Representatives of up to Three of Company's Largest Shareholders or Groups of Shareholders to Serve on Nominating Committee

11


12

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over time.

Mgmt For For Approve Creation of Pool of Capital without Preemptive Rights

13


Granges AB


Meeting Type: Annual Ticker: GRNG

Primary ISIN: SE0006288015 Primary SEDOL: BRJ3BP0

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt






Mgmt Receive CEO's Report 7


Reports 8


Reports 9.a

Page 123 of 294



Granges AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction






Mgmt For For Approve Remuneration of Directors in the Amount of SEK 625,000 for Chairman, and SEK 310,000 for Other Directors; Approve Remuneration for the Committee Work

11

Mgmt For For Reelect Anders Carlberg (Chairman), Carina Andersson, Peter Carlsson, Katarina Lindstrom, Hans Porat, Ragnhild Wiborg and Mats Backman as Directors

12

Mgmt For For Determine Number of Auditors (1); Approve Remuneration for Auditors; Ratify Ernst & Young as Auditors

13




Mgmt Against For Approve Long-Term Incentive Program 2019 for Management Team and Key Employees

15



16


Groupe Bruxelles Lambert SA


Meeting Type: Annual Ticker: GBLB


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Page 124 of 294



Groupe Bruxelles Lambert SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Receive Directors' and Auditors' Reports

(Non-Voting) 1


Statutory Reports (Non-Voting) 2.1

Mgmt For For Adopt Financial Statements 2.2



Mgmt Receive Information on Resignation of Arnaud

Vial as Director 5.1

Mgmt Against For Elect Xavier Le Clef as Director 5.2a

Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, for controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.

Mgmt Against For Elect Claude Genereux as Director 5.2b


Mgmt For For Approve Co-optation of Agnes Touraine as Director

5.3

Mgmt For For Reelect Antoinette d'Aspremont Lynden as Director

5.4a

Mgmt Against For Reelect Paul Desmarais, Jr. as Director 5.4b

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Also, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt Against For Reelect Gerald Frere as Director 5.4c


Mgmt Against For Reelect Cedric Frere as Director 5.4d


Mgmt Against For Reelect Segolene Gallienne as Director 5.4e


Mgmt For For Reelect Gerard Lamarche as Director 5.4f


Mgmt For For Reelect Marie Polet as Director 5.4g

Mgmt For For Indicate Antoinette d'Aspremont Lynden as Independent Board Member

5.5a

Page 125 of 294



Groupe Bruxelles Lambert SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Indicate Marie Polet as Independent Board

Member 5.5b

Mgmt For For Indicate Agnes Touraine as Independent Board

Member 5.5c

Mgmt For For Ratify Deloitte as Auditor and Approve Auditors'

Remuneration 5.6




Mgmt Against For Approve Stock Option Plan 7.1


Mgmt Against For Approve Change-of-Control Clause Re: Stock Option Plan under Item 7.1

7.2


Mgmt Against For Approve Stock Option Plan Grants for 2019 up to EUR 4.32 Million Re: Stock Option Plan under Item 7.1

7.3


Mgmt For For Approve Special Board Report Re: Article 629 of

the Company Code Re: Item 7.5 7.4

Mgmt Against For Approve Guarantee to Acquire Shares under

New Stock Option Plan Re: Item 7.1 7.5



Groupe Crit SA


Meeting Type: Annual/Special Ticker: CEN


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Page 126 of 294



Groupe Crit SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Reports 1

Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.


2


3

Mgmt For For Receive Auditors' Special Report on Related-Party Transactions Mentioning the


4


5


Mgmt Against For Approve Remuneration Policy of Vice-CEOs 6


Mgmt For For Approve Compensation of Claude Guedj, Chairman and CEO

7

Mgmt For For Approve Compensation of Karine Guedj, Vice-CEO

8

Mgmt For For Approve Compensation of Nathalie Jaoui, Vice-CEO

9


10



Mgmt For For Amend Article 5 of Bylaws Re: Company

Duration 11


Formalities 12

Groupe Open SA


Meeting Type: Annual/Special Ticker: OPN

Primary ISIN: FR0004050300 Primary SEDOL: B01XQR6

Page 127 of 294



Groupe Open SA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1

Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.


Statutory Reports 2


Mgmt For For Approve Allocation of Income and Absence of

Dividends 4









Mgmt For For Approve Compensation of Frederic Sebag, Chairman and CEO

9

Mgmt For For Approve Compensation of Guy Mamou-Mani, Vice-CEO

10

Mgmt For For Approve Compensation of Laurent Sadoun, Vice-CEO

11

Mgmt Against For Approve Remuneration Policy of Frederic Sebag, Chairman and CEO

12


Mgmt Against For Approve Remuneration Policy of Guy Mamou-Mani, Vice-CEO

13


Mgmt For For Renew Appointment of Auditeurs et Conseils Associes as Auditor and Lelong Olivier as

Alternate Auditor

14


Page 128 of 294



Groupe Open SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Renew Appointment of Ernst and Young et Autres as Auditor and Auditex as Alternate Auditor

15



Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities Reserved for Specific Beneficiaries, up to Aggregate Nominal Amount of EUR 150,000

16



17

Mgmt Against For Authorize up to 10 Percent of Issued Capital for Use in Restricted Stock Plans

18

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.


19


20

Haulotte Group SA


Meeting Type: Annual/Special Ticker: PIG


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Reports 1

Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account. Also, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.

Mgmt For For Approve Discharge of Chairman and CEO, Vice-CEO and Directors

2


Page 129 of 294



Haulotte Group SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Statutory Reports 5

Mgmt Against For Approve Amendment of Transaction with SAS

JM Consulting Re: Consulting Services 6


Mgmt Against For Approve Amendment of Transaction with SAS JM Consulting Re: Industrial Consulting Services

7


Mgmt Against For Approve Remuneration policy of Chairman and CEO and Vice-CEO

8


Mgmt Against For Approve Compensation of Pierre Saubot, Chairman and CEO

9


Mgmt Against For Approve Compensation of Alexandre Saubot,

Vice-CEO 10






Mgmt Against For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 1,223,479.69

12



Aggregate Nominal Amount of EUR 815,653.12

13

Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration. Also, the additional share capital increase would provide for a total increase of greater than 10%. Any increase in capital greater than 10% of the issued share capital without pre-emptive rights should be undertaken in exceptional circumstances only and fully justified by the company.

Page 130 of 294



Haulotte Group SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities for Qualified Investors or Restricted Number of Investors, up to Aggregate Nominal Amount of EUR 815,653.12

14


Mgmt Against For Authorize Board to Set Issue Price for 10 Percent Per Year of Issued Capital Pursuant to

Issue Authority without Preemptive Rights

15


Mgmt Against For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation

Submitted to Shareholder Vote Above

16


Mgmt For For Set Total Limit for Capital Increase to Result from Issuance Requests Under Item 16 of May 30, 2017 GM; Items 16-17 of May 29, 2018 GM and Items 12-14, 16, 18 Above at EUR 3.9 Million

17

Mgmt For Against Authorize Capital Issuances for Use in Employee Stock Purchase Plans

18

Mgmt Against For Amend Article 12 of Bylaws Re: Composition of the Board

19



20

Heineken Holding NV


Meeting Type: Annual Ticker: HEIO

Primary ISIN: NL0000008977 Primary SEDOL: B0CCH46

Page 131 of 294



Heineken Holding NV

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



(Non-Voting) 1

Mgmt Discuss Remuneration Policy for Management

Board Members 2

Mgmt For For Adopt Financial Statements 3



and Dividend Policy 4




Mgmt For For Grant Board Authority to Issue Shares Up To 10

Percent of Issued Capital 6.b


from Share Issuances 6.c

Mgmt For For Reelect C.L. de Carvalho-Heineken as Executive

Director 7.a

Mgmt For For Reelect M.R. de Carvalho as Executive Director 7.b

Mgmt Against For Reelect C.M. Kwist as Non-Executive Director 7.c



Heineken NV


Meeting Type: Annual Ticker: HEIA


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1.a

Page 132 of 294



Heineken NV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


1.b


Mgmt Receive Explanation on Dividend Policy 1.d

Mgmt For For Approve Dividends of EUR 1.60 Per Share 1.e

Mgmt For For Approve Discharge of Management Board 1.f

Mgmt For For Approve Discharge of Supervisory Board 1.g



Mgmt For For Grant Board Authority to Issue Shares Up To 10

Percent of Issued Capital 2.b


from Share Issuances under Item 2b 2.c

Mgmt For For Approve Remuneration of Supervisory Board 3

Mgmt For For Reelect L.M. Debroux to Management Board 4

Mgmt Against For Reelect M.R. de Carvalho to Supervisory Board 5.a

Voter Rationale: The remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect R.L. Ripley to Supervisory Board 5.b

Mgmt For For Elect I.H. Arnold to Supervisory Board 5.c

Hellenic Petroleum SA

Meeting Date: 06/07/2019 Country: Greece

Meeting Type: Annual Ticker: ELPE

Primary ISIN: GRS298343005 Primary SEDOL: 5475658

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Accept Statutory Reports 1


Page 133 of 294



Hellenic Petroleum SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




Mgmt For For Approve Discharge of Board and Auditors 4

Mgmt Against For Approve Director Remuneration 5


Mgmt Against For Approve Auditors and Fix Their Remuneration 6


Mgmt Against For Other Business 7

Voter Rationale: Any Other Business should not be a voting item.

Hera SpA


Meeting Type: Annual Ticker: HER


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction






Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.






Page 134 of 294



HUBER+SUHNER AG


Meeting Type: Annual Ticker: HUBN


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For


2


3

Mgmt For For Reelect Urs Kaufmann as Director and Board Chairman

4.1

Mgmt For For Reelect Beat Kaelin as Director 4.2

Mgmt For For Reelect Monika Buetler as Director 4.3

Mgmt For For Reelect George Mueller as Director 4.4

Mgmt For For Reelect Rolf Seiffert as Director 4.5

Mgmt For For Reelect Joerg Walther as Director 4.6

Mgmt For For Elect Franz Studer as Director 4.7

Mgmt For For Reappoint Urs Kaufmann as Member of the Nomination and Compensation Committee

5.1

Mgmt For For Reappoint Beat Kaelin as Member of the Nomination and Compensation Committee

5.2

Mgmt Against For Approve Fixed Remuneration of Directors in the Amount of CHF 700,000 from 2019 AGM Until

2020 AGM

6.1

Voter Rationale: Item 6.1A vote AGAINST this proposal is warranted, because the chairman of the board is entitled to retirement benefits as part of his fixed compensation.Item 6.3A vote FOR this proposal is warranted as no concerns are noted.

Mgmt For For Approve Fixed Remuneration of Executive Committee in the Amount of CHF 3.7 Million for

the Period July 1, 2019 - June 30, 2020

6.2

Mgmt For For Approve Share-Based Remuneration of Board of Directors in the Amount of CHF 960,000 from

2018 AGM Until 2019 AGM

6.3

Mgmt Against For Approve Variable Remuneration of Executive Committee in the Amount of CHF 3 Million for

Fiscal 2018

6.4

Voter Rationale: Item 6.2A vote FOR the fixed compensation for executive management is warranted, as it is broadly in line with market practice. Item 6.4A vote AGAINST the variable compensation for executive management is warranted because the long-term incentive plan guarantees a minimum grant of free shares without performance conditions and does not appear to provide a robust long-term performance alignment.

Mgmt For For Ratify Ernst & Young AG as Auditors 7

Page 135 of 294



HUBER+SUHNER AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Designate Bratschi AG as Independent Proxy 8



Hunter Douglas NV

Meeting Date: 06/05/2019 Country: Curacao

Meeting Type: Special Ticker: HDG

Primary ISIN: ANN4327C1220 Primary SEDOL: 5291810

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Special Meeting Agenda Mgmt


Mgmt Against For Other Business (Voting) 2


Hunter Douglas NV

Meeting Date: 06/05/2019 Country: Curacao

Meeting Type: Annual Ticker: HDG

Primary ISIN: ANN4327C1220 Primary SEDOL: 5291810

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Report to the Shareholders 1


Reports (Voting) 2


Mgmt For For Approve Discharge of Management 3

Page 136 of 294



Hunter Douglas NV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Dividends of EUR 2.00 per Common

Share and EUR 0.0054 per Preferred Shares 4

Mgmt For For Reelect A. Nuhn, A. Ruys, J.T. Sherwin, R. Sonnenberg and F. Wagener as Directors and Reelect D.H. Sonnenberg and M.H. Sonnenberg as Substitutes

5



Mgmt Against For Other Business (Voting) 7


Impexmetal SA


Meeting Type: Annual Ticker: IPX

Primary ISIN: PLIMPXM00019 Primary SEDOL: 5228186

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt

Mgmt For For Elect Meeting Chairman 2

Mgmt Acknowledge Proper Convening of Meeting 3


Mgmt For For Elect Members of Vote Counting Commission 5

Mgmt For For Approve Management Board Report on Company's and Group's Operations

6




Mgmt Receive Supervisory Board Report 9

Mgmt For For Approve Discharge of Malgorzata Iwanejko (CEO)

10.1

Mgmt For For Approve Discharge of Jan Wozniak (Management Board Member)

10.2

Mgmt For For Approve Discharge of Piotr Szeliga (CEO) 10.3

Page 137 of 294



Impexmetal SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Discharge of Arkadiusz Krezel

(Supervisory Board Chairman) 11.1

Mgmt For For Approve Discharge of Karina Wsciubiak-Hanko

(Supervisory Board Deputy Chairman) 11.2

Mgmt For For Approve Discharge of Damian Pakulski


Mgmt For For Approve Discharge of Piotr Szeliga (Supervisory

Board Member) 11.4

Mgmt For For Approve Discharge of Pawel Blaszczyk


Mgmt For For Approve Discharge of Janusz Wisniewski



Mgmt Against For Elect Piotr Lisiecki as Supervisory Board Member 13


Mgmt Against For Recall Supervisory Board Member 14.1

Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

Mgmt Against For Elect Supervisory Board Member 14.2


Mgmt For For Amend Statute Re: Management Board 15


Infotel SA


Meeting Type: Annual/Special Ticker: INF


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Reports 1


Page 138 of 294



Infotel SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Statutory Reports 2






Mgmt For For Approve Compensation of Bernard Lafforet,

Chairman and CEO 6

Mgmt For For Approve Compensation of Michel Koutchouk,

Vice-CEO 7

Mgmt For For Approve Compensation of Josyane Muller,

Vice-CEO 8

Mgmt For For Approve Compensation of Jean-Marie Meyer,

Vice-CEO 9

Mgmt For For Approve Compensation of Eric Fabretti,

Vice-CEO 10


CEO, and of Vice-CEOs 11


Mgmt Against For Elect Alain Hallereau as Director 12

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.


13


Mgmt For For Approve Remuneration of Directors in the Aggregate Amount of EUR 3,000

14



15

Mgmt Against For Authorize Capitalization of Reserves of Up to EUR 12 Million for Bonus Issue or Increase in Par Value

16


Mgmt Against For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 1.3 Million

17


Page 139 of 294



Infotel SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights with Binding Priority Right up to Aggregate Nominal Amount of EUR 1.3 Million

18

Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration. Furthermore, any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.

Mgmt Against For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above Under Items 17 and 18

19

Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration. Furthermore, any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.

Mgmt Against For Authorize Capital Increase of Up to 10 Percent of Issued Capital for Future Exchange Offers or

for Contribution in Kind

20



21


22

ING Groep NV


Meeting Type: Annual Ticker: INGA

Primary ISIN: NL0011821202 Primary SEDOL: BZ57390

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Open Meeting 1


(Non-Voting) 2.a

Mgmt Receive Announcements on Sustainability 2.b

Mgmt Receive Report of Supervisory Board

(Non-Voting) 2.c

Mgmt Discuss Remuneration Report 2.d

Page 140 of 294



ING Groep NV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Reports 2.e

Mgmt Receive Explanation on Profit Retention and

Distribution Policy 3.a

Mgmt For For Approve Dividends of EUR 0.68 Per Share 3.b

Mgmt Against For Approve Discharge of Management Board 4.a

Voter Rationale: We voted against as a precautionary measure considering the ongoing regulatory investigations. However, we recognise the significant improvements made by the company in terms anti-money laundering processed during the year, and well as positive developments in the company's governance and culture which led us to support the election of the board directors.

Mgmt Against For Approve Discharge of Supervisory Board 4.b

Voter Rationale: We voted against as a precautionary measure considering the ongoing regulatory investigations. However, we recognise the significant improvements made by the company in terms anti-money laundering processed during the year, and well as positive developments in the company's governance and culture which led us to support the election of the board directors.


Mgmt For For Elect Tanate Phutrakul to Executive Board 6

Mgmt For For Reelect Mariana Gheorghe to Supervisory Board 7.a

Mgmt For For Elect Mike Rees to Supervisory Board 7.b

Mgmt Against For Elect Herna Verhagen to Supervisory Board 7.c


Mgmt For For Grant Board Authority to Issue Shares 8.a

Mgmt For For Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital and Restricting/Excluding Preemptive Rights

8.b


9

Instalco Intressenter AB


Meeting Type: Annual Ticker: INSTAL

Primary ISIN: SE0009664253 Primary SEDOL: BDVJY60

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Page 141 of 294



Instalco Intressenter AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction







Reports 7


Reports 8




Mgmt For For Determine Number of Members (6) and Deputy Members (0) of Board; Determine Number of Auditors (1) and Deputy Auditors (0)

11

Mgmt For For Approve Remuneration of Directors in the Aggregate Amount of SEK 2 Million; Approve Remuneration of Auditors

12

Mgmt For For Reelect Olof Ehrlen (Chairman), Johnny Alvarsson, Carina Qvarngard, Carina Edblad, Per Leopoldsson and Camilla Oberg as Directors; Ratify Grant Thornton as Auditors

13



14

Mgmt For For Authorize Chairman of Board and Representatives of Three of Company's Largest Shareholders to Serve on Nominating Committee

15

Mgmt For For Amend Articles Re: Change Company Name to Instalco AB; Edit Object of Company Business

16


17


18


Page 142 of 294



Intesa Sanpaolo SpA


Meeting Type: Annual Ticker: ISP


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




1.a

Mgmt For For Approve Allocation of Income 1.b

Mgmt For For Accept Financial Statements and Statutory Reports of Intesa Sanpaolo Group Services ScpA

1.c

Mgmt For For Accept Financial Statements and Statutory Reports of Cassa di Risparmio di Pistoia e della

Lucchesia SpA

1.d


2

Mgmt Shareholder Proposal Submitted by Compagnia di Sanpaolo, Fondazione Cariplo, Fondazione Cassa di Risparmio di Padova e Rovigo, Fondazione Cassa di Risparmio di Firenze and

Fondazione Cassa di Risparmio in Bologna

SH For None Fix Number of Directors 3.a

Mgmt Appoint Directors (Slate Election) - Choose One of the Following Slates

SH For None Slate 1 Submitted by Compagnia di Sanpaolo, Fondazione Cariplo, Fondazione Cassa di Risparmio di Padova e Rovigo, Fondazione Cassa di Risparmio di Firenze and Fondazione

Cassa di Risparmio in Bologna

3.b.1

Voter Rationale: Shareholders can support only one slate. Slate number 2 is better positioned to represent the long-term interests of minority shareholders and carry out an independent oversight of the management's action.- Given the election mechanism in force at Intesa Sanpaolo, supporting Slate 1 is essential in order to elect as many directors reserved to minorities from slate 2 as possible.

SH Do Not Vote None Slate 2 Submitted by Institutional Investors (Assogestioni)

3.b.2

Voter Rationale: Shareholders can support only one slate. Slate number 2 is better positioned to represent the long-term interests of minority shareholders and carry out an independent oversight of the management's action.- Given the election mechanism in force at Intesa Sanpaolo, supporting Slate 1 is essential in order to elect as many directors reserved to minorities from slate 2 as possible.

Page 143 of 294



Intesa Sanpaolo SpA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Shareholder Proposal Submitted by Compagnia di Sanpaolo, Fondazione Cariplo, Fondazione Cassa di Risparmio di Padova e Rovigo, Fondazione Cassa di Risparmio di Firenze and

Fondazione Cassa di Risparmio in Bologna

SH For None Elect Massimo Gian Maria Gros-Pietro as Board Chair and Paolo Andrea Colombo as Vice-Chairman

3.c

Voter Rationale: We are supportive of the re-appointment of the incumbent chairman.


Mgmt For For Approve Remuneration Policies for Directors 4.a

Voter Rationale: We voted for but will expect any exceptional awards that the company might make under this policy in future to be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

Mgmt For For Approve Remuneration of Directors 4.b

Mgmt For For Approve Remuneration and Incentive Policies of

the Intesa Sanpaolo Group for 2019 4.c

Mgmt For For Approve Fixed-Variable Compensation Ratio 4.d

Mgmt For For Approve Severance Payments Policy 4.e

Mgmt For For Approve 2018 Annual Incentive Plan 4.f

Mgmt For For Authorize Share Repurchase Program and Reissuance of Repurchased Shares to Service 2018 Annual Incentive Plan

4.g

Mgmt For For Approve Renunciation of Legal Action Against Former Chairman and Former General Manager of the Merged Subsidiary Banca Monte Parma

SpA

5




Ipsen SA


Meeting Type: Annual/Special Ticker: IPN

Primary ISIN: FR0010259150 Primary SEDOL: B0R7JF1

Page 144 of 294



Ipsen SA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1


Statutory Reports 2

Mgmt For For Approve Treatment of Losses and Dividends of




Mgmt Against For Reelect Marc de Garidel as Director 5


Mgmt Against For Reelect Henri Beaufour as Director 6

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Additionally, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.

Mgmt Against For Reelect Michele Ollier as Director 7


Mgmt Against For Approve Compensation of Marc de Garidel, Chairman of the Board

8

Voter Rationale: Variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.

Mgmt Against For Approve Compensation of David Meek, CEO 9

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a suffciently long period of time.Moreover, long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.


10


Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. Moreover, long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant. Lastly, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.






Page 145 of 294



Ipsen SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Authorize Capitalization of Reserves of up to 20 Percent of Issued Share Capital for Bonus Issue or Increase in Par Value

14

Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to 20 Percent of Issued Share Capital

15

Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to 10 Percent of Issued Share Capital

16

Mgmt For For Approve Issuance of up to 10 Percent of Issued

Capital Per Year for a Private Placement 17


18

Mgmt Against For Authorize Capital Increase of up to 10 Percent




20


21



22

Ipsos SA


Meeting Type: Annual/Special Ticker: IPS

Primary ISIN: FR0000073298 Primary SEDOL: B188NJ2

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1


Statutory Reports 2

Page 146 of 294



Ipsos SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction





Mgmt Against For Reelect Patrick Artus as Director 5


Mgmt For For Reelect Jennifer Hubber as Director 6

Mgmt Against For Reelect Neil Janin as Director 7


Mgmt For For Reelect Laurence Stoclet as Director 8

Mgmt For For Elect Eliane Rouyer-Chevalier as Director 9

Mgmt For For Approve Compensation of Didier Truchot, Chairman and CEO

10

Mgmt Against For Approve Compensation of Pierre Le Manh, Vice-CEO

11


Mgmt Against For Approve Compensation of Laurence Stoclet, Vice-CEO

12


Mgmt Against For Approve Compensation of Henri Wallard,

Vice-CEO 13


Mgmt For For Approve Remuneration Policy for Chairman and

CEO 14

Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice

Mgmt For For Approve Remuneration Policy for Vice-CEOs 15



16


Page 147 of 294



Ipsos SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Authorize up to 1 Percent of Issued Capital for




18

IVS Group SA

Meeting Date: 05/14/2019 Country: Luxembourg

Meeting Type: Annual Ticker: IVS

Primary ISIN: LU0556041001 Primary SEDOL: B3QYK40

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Receive Board and Auditor's Report

(Non-Voting) 1






Mgmt For For Renew Appointment of Auditor 6

Mgmt For For Approve Share Repurchase 7

Jeronimo Martins SGPS SA

Meeting Date: 04/11/2019 Country: Portugal

Meeting Type: Annual Ticker: JMT

Primary ISIN: PTJMT0AE0001 Primary SEDOL: B1Y1SQ7

Page 148 of 294



Jeronimo Martins SGPS SA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Individual and Consolidated Financial

Statements and Statutory Reports Mgmt For For


Mgmt For For Approve Discharge of Management and

Supervisory Boards 3

Mgmt Abstain For Approve Statement on Remuneration Policy 4


Mgmt Abstain For Elect Corporate Bodies 5


Mgmt For For Elect Remuneration Committee 6

Julius Baer Gruppe AG


Meeting Type: Annual Ticker: BAER

Primary ISIN: CH0102484968 Primary SEDOL: B4R2R50

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Accept Financial Statements and Statutory Reports

Mgmt For For



2


3

Mgmt For For Approve Remuneration of Board of Directors in the Amount of CHF 3.8 Million from 2019 AGM Until 2020 AGM

4.1

Mgmt For For Approve Variable Cash-Based Remuneration of Executive Committee in the Amount of CHF 5.9 Million for Fiscal 2018

4.2.1

Page 149 of 294



Julius Baer Gruppe AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Variable Share-Based Remuneration of Executive Committee in the Amount of CHF 6.2 Million for Fiscal 2019

4.2.2

Mgmt For For Approve Fixed Remuneration of Executive Committee in the Amount of CHF 5.9 Million for Fiscal 2020

4.2.3

Mgmt For For Reelect Gilbert Achermann as Director 5.1.1

Mgmt For For Reelect Heinrich Baumann as Director 5.1.2

Mgmt For For Reelect Richard Campbell-Breeden as Director 5.1.3

Mgmt For For Reelect Paul Man Yiu Chow as Director 5.1.4

Mgmt For For Reelect Ivo Furrer as Director 5.1.5

Mgmt For For Reelect Claire Giraut as Director 5.1.6

Mgmt For For Reelect Charles Stonehill as Director 5.1.7

Mgmt For For Elect Romeo Lacher as Director 5.2.1

Mgmt For For Elect Eunice Zehnder-Lai as Director 5.2.2

Mgmt For For Elect Olga Zoutendijk as Director 5.2.3

Mgmt For For Elect Romeo Lacher as Board Chairman 5.3

Mgmt For For Reappoint Gilbert Achermann as Member of the


Mgmt For For Reappoint Heinrich Baumann as Member of the


Mgmt For For Reappoint Richard Campbell-Breeden as


Mgmt For For Appoint Eunice Zehnder-Lai as Member of the



Mgmt For For Designate Marc Nater as Independent Proxy 7



Kaufman & Broad SA


Meeting Type: Annual/Special Ticker: KOF

Primary ISIN: FR0004007813 Primary SEDOL: B138HB7

Page 150 of 294



Kaufman & Broad SA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1



Mgmt For For Approve Stock Dividend Program Re: FY 2018 3

Mgmt For For Approve Stock Dividend Program Re: FY 2019 4


Statutory Reports 5


6

Mgmt Against For Approve Severance Agreement with Nordine

Hachemi, Chairman and CEO 7

Voter Rationale: If granted, payments to former executives should be subject to appropriate performance targets and triggering events that are in line with market best practice.

Mgmt For For Approve Non-Compete Agreement with Nordine

Hachemi, Chairman and CEO 8


with Nordine Hachemi, Chairman and CEO 9

Mgmt For For Approve Remuneration Policy of Chairman and

CEO 10


Mgmt Against For Approve Compensation of Chairman and CEO 11


Mgmt For For Reelect Yves Gabriel as Director 12

Mgmt Against For Reelect Jean-Louis Chaussade as Director 13


Mgmt Against For Reelect Michel Paris as Director 14


15


Page 151 of 294



Kaufman & Broad SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Mgmt For For Authorize Capitalization of Reserves of Up to EUR 853,000 for Bonus Issue or Increase in Par Value

17

Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 2.27 Million

18

Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 568,000

19

Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 568,000

20

Mgmt For For Authorize Board to Set Issue Price for 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights

21


22



Mgmt For For Authorize Capital Increase of Up to EUR

568,000 for Future Exchange Offers 24



Mgmt Against For Authorize up to 250,000 Shares for Use in



Mgmt For For Set Total Limit for Capital Increase to Result from All Issuance Requests at EUR 2.27 Million

27



28

Kingspan Group Plc

Meeting Date: 05/03/2019 Country: Ireland

Meeting Type: Annual Ticker: KRX

Primary ISIN: IE0004927939 Primary SEDOL: 4491235

Page 152 of 294



Kingspan Group Plc

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt For For Approve Final Dividend 2

Mgmt For For Re-elect Eugene Murtagh as Director 3a

Mgmt For For Re-elect Gene Murtagh as Director 3b

Mgmt For For Re-elect Geoff Doherty as Director 3c

Mgmt For For Re-elect Russell Shiels as Director 3d

Mgmt For For Re-elect Peter Wilson as Director 3e

Mgmt For For Re-elect Gilbert McCarthy as Director 3f

Mgmt For For Re-elect Linda Hickey as Director 3g

Voter Rationale: Whilst we note Linda's currently relationship with Goodbody, we do not consider it material in this instance to warrant a vote against her election.

Mgmt For For Re-elect Michael Cawley as Director 3h

Mgmt For For Re-elect John Cronin as Director 3i

Voter Rationale: Whilst we note Linda's currently relationship with one of the company's law firms, we do not consider it material in this instance to warrant a vote against her election.

Mgmt For For Re-elect Bruce McLennan as Director 3j

Mgmt For For Re-elect Jost Massenberg as Director 3k



Mgmt For For Approve Remuneration Policy 6

Voter Rationale: We have encouraged the board to review its approach to bonus deferral but overall consider a vote For to be appropriate.




9

Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or

Other Capital Investment

10

Mgmt For For Authorise Market Purchase of Shares 11

Mgmt For For Authorise Reissuance of Treasury Shares 12

Mgmt For For Authorise the Company to Call EGM with Two Weeks' Notice

13

Page 153 of 294



Klepierre SA


Meeting Type: Annual/Special Ticker: LI


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1


2


3


4

Mgmt For For Reelect Rose-Marie Van Lerberghe as Supervisory Board Member

5

Mgmt For For Reelect Beatrice de Clermont-Tonnerre as Supervisory Board Member

6

Mgmt Against For Approve Compensation of Jean-Marc Jestin 7

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.Remuneration committee should not allow vesting of incentive awards for below median performance.Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt Against For Approve Compensation of Jean-Michel Gault 8

Voter Rationale: Remuneration committee should not allow vesting of incentive awards for below median performance.Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.


Board Members 9


Mgmt Against For Approve Remuneration Policy of the Chairman

of the Management Board 10

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt For For Approve Remuneration Policy of the

Management Board Members 11



12


Page 154 of 294



Klepierre SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




14


15


16


17




19

Mgmt For Against Authorize Capital Issuances for Use in Employee


Mgmt For For Set Total Limit for Capital Increase to Result

from All Issuance Requests at EUR 100 Million 21

Mgmt For For Authorize up to 0.5 Percent of Issued Capital for




23

Knorr-Bremse AG


Meeting Type: Annual Ticker: KBX

Primary ISIN: DE000KBX1006 Primary SEDOL: BD2P9X9

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction





Page 155 of 294



Knorr-Bremse AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Fiscal 2018 3


Fiscal 2018 4


Knowit AB


Meeting Type: Annual Ticker: KNOW


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction







6



8.a


8.b



9

Mgmt For For Approve Remuneration of Directors in the Amount of SEK 575,000 for the Chairman and SEK 235,000 for Other Directors; Approve


10

Mgmt For For Reelect Gunilla Asker, Stefan Gardefjord, Camilla Monefeldt Kirstein, Mats Olsson (Chairman), Kia Orback-Pettersson, Peder Ramel and Jon Risfelt

as Directors; Ratify KPMG as Auditor

11


Page 156 of 294



Knowit AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt For For Approve Issuance of 500,000 Shares without Preemptive Rights

13


Komercni banka, a.s.

Meeting Date: 04/24/2019 Country: Czech Republic

Meeting Type: Annual Ticker: KOMB

Primary ISIN: CZ0008019106 Primary SEDOL: 4519449

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Management Board Report on Company's Operations and State of Its Assets in Fiscal 2018

Mgmt For For

Mgmt Receive Report on Act Providing for Business

Undertaking in Capital Market 2

Mgmt Receive Management Board Report on Related

Entities 3

Mgmt Receive Management Board Reports, Financial Statements, Consolidated Financial Statement and Proposal for Allocation of Income

4

Mgmt Receive Supervisory Board Reports on Financial Statements, Its Activities, and Management Board Report on Related Entities; Proposal on

Allocation of Income

5

Mgmt Receive Audit Committee Report 6



CZK 51 per Share 8


Page 157 of 294



Komercni banka, a.s. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Cecile Camilli as Supervisory Board

Member 10.1


Mgmt Against For Elect Petra Wendelova as Supervisory Board Member

10.2


Mgmt Against For Elect Petra Wendelova as Member of Audit Committee

11


Mgmt For For Ratify Deloitte Audit s.r.o as Auditor 12

Koninklijke Philips NV


Meeting Type: Annual Ticker: PHIA


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt President's Speech 1






Mgmt For For Approve Discharge of Management Board 2.e

Mgmt For For Approve Discharge of Supervisory Board 2.f

Mgmt For For Reelect F.A. van Houten to Management Board

and President/CEO 3.a

Mgmt For For Reelect A. Bhattacharya to Management Board 3.b

Mgmt For For Reelect D.E.I. Pyott to Supervisory Board 4.a

Mgmt For For Elect E. Doherty to Supervisory Board 4.b

Page 158 of 294



Koninklijke Philips NV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction









Koninklijke VolkerWessels NV


Meeting Type: Annual Ticker: KVW

Primary ISIN: NL0012294466 Primary SEDOL: BD45RJ9

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Open Meeting 1


2a


2b

Mgmt Discussion on Company's Corporate Governance Structure

2c

Mgmt Implementation of Remuneration Policy 2d

Mgmt Receive Auditor's Report and Opportunity to Ask Questions

2e

Mgmt For For Adopt Financial Statements 2f

Mgmt Receive Explanation on Dividend Policy 3a

Mgmt For For Approve Dividends of EUR 1.05 Per Share 3b

Mgmt For For Approve Discharge of Management Board 4a

Mgmt For For Approve Discharge of Supervisory Board 4b

Mgmt Accept Resignation of R.J.H.M. Kuipers as Supervisory Board Member

5a

Page 159 of 294



Koninklijke VolkerWessels NV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect A.H. Montijn-Groenewoud to Supervisory

Board 5b

Voter Rationale: The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect E. Blok to Supervisory Board 5c


6

Mgmt For For Grant Board Authority to Issue Shares Up to 10 Percent of Issued Capital

7a

Mgmt For For Authorize Board to Exclude Preemptive Rights from Share Issuances

7b



Korian SA


Meeting Type: Annual/Special Ticker: KORI

Primary ISIN: FR0010386334 Primary SEDOL: B1HKRM0

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1


Statutory Reports 2




Mgmt For For Approve Compensation of Sophie Boissard, CEO 5


Mgmt For For Approve Compensation of Christian Chautard,


Mgmt For For Approve Remuneration Policy of Sophie

Boissard, CEO 7


Page 160 of 294



Korian SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Remuneration Policy of Christian

Chautard, Chairman of the Board 8


9

Mgmt For For Approve Non-Compete Agreement with Sophie

Boissard 10

Mgmt For For Reelect Jean-Pierre Duprieu as Director 11

Mgmt For For Reelect Anne Lalou as Director 12

Mgmt For For Elect Jean-Francois Brin as Director 13






Mgmt For For Amend Article 11 of Bylaws Re: Employee

Representative 16


Formalities 17

Kuehne + Nagel International AG


Meeting Type: Annual Ticker: KNIN

Primary ISIN: CH0025238863 Primary SEDOL: B142S60

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


2


3

Mgmt For For Reelect Renato Fassbind as Director 4.1.1

Mgmt For For Reelect Karl Gernandt as Director 4.1.2

Mgmt For For Reelect Klaus-Michael Kuehne as Director 4.1.3

Page 161 of 294



Kuehne + Nagel International AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Reelect Thomas Staehelin as Director 4.1.4

Voter Rationale: Board Elections (Items 4.1.1-4.3)A vote AGAINST Thomas Staehelin is warranted because he is non-independent and is currently the chair of the audit committee.Votes FOR the remaining nominees are warranted due to a lack of concerns.Committee Elections (Items 4.4.1-4.4.3)Votes AGAINST the non-independent nominees Karl Gernandt and Klaus-Michael Kuehne are warranted because of the failure to establish a majority-independent compensation committee. A vote FOR the independent nominee Hauke Stars is warranted due to a lack of concerns.

Mgmt For For Reelect Hauke Stars as Director 4.1.5

Mgmt For For Reelect Martin Wittig as Director 4.1.6

Mgmt For For Reelect Joerg Wolle as Director 4.1.7

Mgmt For For Elect David Kamenetzky as Director 4.2

Mgmt For For Reelect Joerg Wolle as Board Chairman 4.3

Mgmt Against For Reappoint Karl Gernandt as Member of the Compensation Committee

4.4.1


Mgmt Against For Reappoint Klaus-Michael Kuehne as Member of the Compensation Committee

4.4.2


Mgmt For For Appoint Hauke Stars as Member of the Compensation Committee

4.4.3

Mgmt For For Designate Investarit AG as Independent Proxy 4.5



Voter Rationale: A vote AGAINST the remuneration report is warranted because * Caps on short-term incentive remuneration are not disclosed. * Under the LTI, shares are matched after the vesting period without requiring the achievement of performance goals.

Mgmt Against For Approve Remuneration of Directors in the


Voter Rationale: A vote AGAINST this resolution is warranted because * The proposed envelope could lead to board fees that can be considered high when compared to companies with similar revenues and of the same industry. * The company has not provided a compelling rationale.

Mgmt Against For Approve Remuneration of Executive Committee

in the Amount of CHF 20 Million 5.3

Voter Rationale: A vote AGAINST this proposal is warranted because The company has proposed a pay envelope for executive management that represents a significant potential increase in remuneration, and the company has not provided an explanation for the proposed increase or sufficient transparency on the parameters of its variable compensation in its compensation disclosures.

Page 162 of 294



Kuehne + Nagel International AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Laboratorios Farmaceuticos Rovi SA


Meeting Type: Annual Ticker: ROVI

Primary ISIN: ES0157261019 Primary SEDOL: B29F9S0

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction






Mgmt For For Reelect Jose Fernando de Almansa

Moreno-Barreda as Director 5.1

Mgmt For For Ratify Appointment of and Elect Marcos Pena

Pinto as Director 5.2

Mgmt For For Approve Annual Maximum Remuneration 6



Mgmt Against For Authorize Increase in Capital up to 50 Percent via Issuance of Equity or Equity-Linked Securities without Preemptive Rights

9


Mgmt Against For Authorize Issuance of Convertible Bonds, Debentures, Warrants, and Other Debt Securities without Preemptive Rights up to EUR

300 Million

10



Resolutions 11

Page 163 of 294



Laboratorios Farmaceuticos Rovi SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Lagardere SCA


Meeting Type: Annual/Special Ticker: MMB


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1


Statutory Reports 2



Mgmt For For Approve Compensation of Arnaud Lagardere,

Managing Partner 4

Mgmt For For Approve Compensation of Pierre Leroy and

Thierry Funck-Brentano, Vice-CEOs of Arjil 5

Mgmt For For Approve Compensation of Xavier de Sarrau,

Chairman of the Supervisory Board 6

Mgmt For For Ratify Appointment of Jamal Benomar as

Supervisory Board Member 7

Mgmt For For Reelect Jamal Benomar as Supervisory Board

Member 8

Mgmt For For Reelect Susan M Tolson as Supervisory Board

Member 9

Mgmt For For Elect Gilles Petit as Supervisory Board Member 10




Mgmt Against For Authorize up to 0.4 Percent of Issued Capital for Use in Restricted Stock Plans (Performance Shares)

12


Page 164 of 294



Lagardere SCA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




Mgmt For For Approve Issuance of Debt Securities Giving Access to New Shares of Subsidiaries and/or Existing Shares and/or Debt Securities, up to Aggregate Amount of EUR 1.5 Billion

14



15

Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights with a Binding Priority Right up to Aggregate Nominal Amount of EUR 160 Million

16



17

Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to


18


19

Mgmt For For Authorize Capital Increase of Up to EUR 80 Million for Future Exchange Offers or Future

Acquisitions

20

Mgmt For For Set Total Limit for Capital Increase to Result from Issuance Requests Under Items 17-20 at EUR 80 Million and Under Items 15-16 at EUR 300 Million

21


Par Value

22


23


24

Lectra SA


Meeting Type: Annual Ticker: LSS


Page 165 of 294



Lectra SA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1


Statutory Reports 2




Mgmt For For Approve Non-Deductible Expenses 5

Mgmt For For Approve Compensation of Daniel Harari,

Chairman and CEO 6

Voter Rationale: We voted for but will expect future significant salary increases to be linked to material changes in the business or in the role and responsibilities.

Mgmt For For Approve Remuneration Policy of Daniel Harari,

Chairman and CEO 7

Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Lastly, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.

Mgmt For For Reelect Anne Binder as Director 8

Mgmt For For Reelect Bernard Jourdan as Director 9


10


11

Legrand SA


Meeting Type: Annual/Special Ticker: LR

Primary ISIN: FR0010307819 Primary SEDOL: B11ZRK9

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1

Page 166 of 294



Legrand SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Statutory Reports 2



Mgmt For For Approve Compensation of Gilles Schnepp, Chairman and CEO Until Feb. 7, 2018 and Chairman of the Board Since Feb. 8, 2018

4

Mgmt For For Approve Compensation of Benoit Coquart, CEO

Since Feb. 8, 2018 5


the Board 6

Mgmt For For Approve Remuneration Policy of CEO 7


Mgmt For For Reelect Eliane Rouyer-Chevalier as Director 8

Mgmt For For Elect Michel Landel as Director 9


10


Mgmt For For Amend Article 8 of Bylaws Re: Shareholding Disclosure Thresholds

11


12



13

Liechtensteinische Landesbank AG

Meeting Date: 05/03/2019 Country: Liechtenstein

Meeting Type: Annual Ticker: LLBN

Primary ISIN: LI0355147575 Primary SEDOL: BYQMFV3

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting (Non-Voting) Mgmt


Reports (Non-Voting) 2


Reports (Voting) 3

Page 167 of 294



Liechtensteinische Landesbank AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Mgmt For For Approve Discharge of Directors, Management

and Auditors 5

Mgmt For For Elect Karl Sevelda as Director 6.1

Mgmt For For Reelect Patrizia Holenstein as Director 6.2



Mgmt Transact Other Business (Non-Voting) 8

Loomis AB


Meeting Type: Annual Ticker: LOOM.B

Primary ISIN: SE0002683557 Primary SEDOL: B3K7KL2

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt








Reports 8.a


8.b

Mgmt Receive Board's Proposal for Appropriation of

Profit 8.c


Reports 9.a



Page 168 of 294



Loomis AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve May 10, 2019, as Record Date for

Dividend Payment 9.c

Mgmt For For Approve Discharge of Board and President 9.d


Members of Board (0) 10

Mgmt For For Approve Remuneration of Directors in the Amount of SEK 1 Million for Chairman and SEK 425,000 for Other Directors; Approve Remuneration for Committee Work; Approve


11

Mgmt For For Reelect Alf Goransson (Chairman), Jan Svensson, Patrik Andersson, Ingrid Bonde, CeciliaDaun Wennborg and Gun Nilsson as Directors; Ratify Deloitte as Auditors

12



13

Mgmt For For Approve Performance Share Plan; Approve Funding of Plan

14


L'Oreal SA


Meeting Type: Annual/Special Ticker: OR


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1


Statutory Reports 2

Mgmt For For Approve Allocation of Income and Dividends of EUR 3.85 per Share and an Extra of EUR 0.38 per Share to Long Term Registered Shares

3

Mgmt For For Elect Fabienne Dulac as Director 4

Mgmt For For Reelect Sophie Bellon as Director 5

Page 169 of 294



L'Oreal SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Remuneration Policy of Executive

Corporate Officers 6

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. All cash or share-based awards and payments that fall outside the company's remuneration policy should require ex-ante shareholder approval. Lastly, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt Against For Approve Compensation of Jean-Paul Agon, Chairman and CEO

7



8


Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up a Maximum Nominal Share Capital value of EUR 156,911,062.56

9

Mgmt For For Authorize Capitalization of Reserves for Bonus Issue or Increase in Par Value

10


11


12

Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans Reserved for Employees of

International Subsidiaries

13


14

Luzerner Kantonalbank AG


Meeting Type: Annual Ticker: LUKN


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Amount of CHF 821,803 2

Page 170 of 294



Luzerner Kantonalbank AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Variable Remuneration of Executive

Committee in the Amount of CHF 2 Million 3.1

Mgmt For For Approve Fixed Remuneration of Executive

Committee in the Amount of CHF 3.2 Million 3.2


Management 4



Mgmt For For Reelect Doris Schurter as Director, Board Chairman and as a Member of the Personnel and Compensation Committee

6.1

Mgmt For For Reelect Josef Felder as Director and as a Member of the Personnel and Compensation Committee

6.2

Mgmt For For Reelect Martha Scheiber as Director and as a Member of the Personnel and Compensation Committee

6.3

Mgmt For For Reelect Andreas Dietrich as Director 6.4.1

Mgmt For For Reelect Andreas Emmenegger as Director 6.4.2

Mgmt For For Reelect Franz Grueter as Director 6.4.3

Mgmt For For Reelect Markus Hongler as Director 6.4.4

Mgmt For For Reelect Stefan Portmann as Director 6.4.5


Mgmt For For Designate Markus Kaufmann as Independent

Proxy 8



LVMH Moet Hennessy Louis Vuitton SE


Meeting Type: Annual/Special Ticker: MC


Page 171 of 294



LVMH Moet Hennessy Louis Vuitton SE

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1


Statutory Reports 2





Voter Rationale: We voted against given the overall lack of disclosure on a transaction relating to assistance services provided by Groupe Arnault, a company controlled by LVMH's chairman and CEO.

Mgmt For For Ratify Appointment of Sophie Chassat as

Director 5

Mgmt For For Reelect Bernard Arnault as Director 6

Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability. In addition, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For For Reelect Sophie Chassat as Director 7

Mgmt For For Reelect Clara Gaymard as Director 8

Mgmt For For Reelect Hubert Vedrine as Director 9

Mgmt For For Elect Iris Knobloch as Director 10

Mgmt Against For Appoint Yann Arthus-Bertrand as Censor 11


Mgmt Against For Approve Compensation of Bernard Arnault, Chairman and CEO

12


Mgmt Against For Approve Compensation of Antonio Belloni, Vice-CEO

13


Page 172 of 294



LVMH Moet Hennessy Louis Vuitton SE Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Remuneration Policy of CEO and

Chairman 14

Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt Against For Approve Remuneration Policy of Vice-CEO 15

Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.


16



17


Par Value

18



19



20


Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities for Qualified Investors, up to Aggregate Nominal Amount of EUR 50 Million

21



22


Mgmt Against For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above

23


Page 173 of 294



LVMH Moet Hennessy Louis Vuitton SE Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Authorize Capital Increase of Up to EUR 50

Million for Future Exchange Offers 24



25


26



27

Mgmt For For Set Total Limit for Capital Increase to Result from All Issuance Requests at EUR 50 Million

28

Matas A/S


Meeting Type: Annual Ticker: MATAS

Primary ISIN: DK0060497295 Primary SEDOL: BBL4QM1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Receive Report of Board Mgmt


Reports 2


DKK 3.00 Per Share 3

Mgmt For For Approve Discharge of Management and Board 4

Mgmt For For Approve Remuneration of Directors in the Amount of DKK 750,000 for Chairman, DKK 450,000 for Deputy Chairman, and DKK 300,000 for Other Directors; Approve Remuneration for Committee Work

5

Mgmt For For Reelect Lars Vinge Frederiksen as Director 6a

Mgmt For For Reelect Lars Frederiksen as Director 6b

Voter Rationale: The audit committee should be fully independent from the company and majority independent from its major shareholder(s).Likewise, the remuneration committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Reelect Signe Trock Hilstrom as Director 6c

Mgmt For For Reelect Mette Maix as Director 6d

Page 174 of 294



Matas A/S Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reelect Christian Mariager as Director 6e

Mgmt For For Reelect Birgitte Nielsen as Director 6f



Mgmt For For Authorize Share Repurchase Program 8a

Mgmt For For Approve Creation of DKK 9.6 Million Pool of Capital without Preemptive Rights; Amend

Articles Accordingly

8b

Mgmt For For Add Matas Gruppen A/S and Matas Group A/S as Secondary Company Names

8c

Mgmt For For Amend Articles Re: Annual General Meeting 8d

Mgmt For For Authorize Editorial Changes to Adopted Resolutions in Connection with Registration with

Danish Authorities

8e


Merck KGaA


Meeting Type: Annual Ticker: MRK


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Reports for Fiscal 2018 2





Fiscal 2018 4


Fiscal 2018 5


Page 175 of 294



Merck KGaA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Mgmt For For Elect Wolfgang Buechele to the Supervisory Board

7.1

Mgmt For For Elect Michael Kleinemeier to the Supervisory Board

7.2

Mgmt For For Elect Renate Koehler to the Supervisory Board 7.3

Mgmt For For Elect Helene von Roeder to the Supervisory Board

7.4

Mgmt For For Elect Helga Ruebsamen-Schaeff to the Supervisory Board

7.5

Mgmt For For Elect Daniel Thelen to the Supervisory Board 7.6

Mersen SA


Meeting Type: Annual/Special Ticker: MRN


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1


Statutory Reports 2


EUR 0.95 per A Share 3

Mgmt For For Approve Termination Package of Luc Themelin,

CEO 4

Mgmt For For Elect Denis Thiery as Director 5

Mgmt Against For Reelect Bpifrance Investissement as Director 6


Mgmt For For Approve Compensation of Olivier Legrain,


Page 176 of 294



Mersen SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Compensation of Luc Themelin, CEO 8

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Furthermore, long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant.Lastly, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.


9


Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. In addition, any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations. Further, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.


11


Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans for Employees of


12


13

Mgmt For For Authorize up to 0.4 Percent of Issued Capital for Use in Restricted Stock Plans

14

Mgmt For For Authorize up to 0.3 Percent of Issued Capital for Use in Restricted Stock Plans

15


16

Metall Zug AG


Meeting Type: Annual Ticker: METN

Primary ISIN: CH0039821084 Primary SEDOL: B39HW28

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Voter Rationale: A vote AGAINST the remuneration report is warranted because the non-executive chairman of the board receives retirement benefits.

Page 177 of 294



Metall Zug AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Allocation of Income and Dividends of CHF 7.00 per Registered Share Series A and CHF 70.00 per Registered Share Series B

2


Management 3

Mgmt For For Reelect Heinz Buhofer as Director 4.1a

Mgmt For For Reelect Marga Gyger as Director 4.1b

Mgmt For For Reelect Peter Terwiesch as Director 4.1c

Mgmt Against For Reelect Martin Wipfli as Director 4.1d

Voter Rationale: Votes FOR the proposed nominees Heinz Buhofer, Marga Gyger, Peter Terwiesch, Dominik Berchtold, Sandra Emme, and Claudia Pletscher are warranted. A vote AGAINST the nominee Martin Wipfli is warranted because he would hold an excessive number of mandates at listed companies.

Mgmt Against For Reelect Martin Wipfli as Shareholder Representative of Series B Shares

4.1dd

Voter Rationale: Votes FOR the proposed nominees Heinz Buhofer, Marga Gyger, Peter Terwiesch, Dominik Berchtold, Sandra Emme, and Claudia Pletscher are warranted. A vote AGAINST the nominee Martin Wipfli is warranted because he would hold an excessive number of mandates at listed companies.

Mgmt For For Elect Sandra Emme as Director 4.2.1

Mgmt For For Elect Claudia Pletscher as Director 4.2.2

Mgmt For For Elect Dominik Berchtold as Director 4.2.3

Mgmt For For Reelect Heinz Buhofer as Board Chairman 4.3

Mgmt For For Reappoint Heinz Buhofer as Member of the Compensation Committee

4.4.1

Mgmt For For Reappoint Peter Terwiesch as Member of the Compensation Committee

4.4.2

Mgmt For For Designate Blum & Partner AG as Independent Proxy

4.5


Mgmt For For Approve Fixed Remuneration of Directors in the Amount of CHF 1.6 Million

5.1

Mgmt For For Approve Fixed Remuneration of Executive Committee in the Amount of CHF 1.5 Million

5.2

Mgmt For For Approve Variable Remuneration of Executive Committee in the Amount of CHF 700,000

5.3



Page 178 of 294



Metropole Television SA


Meeting Type: Annual/Special Ticker: MMT


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1


2


3


4

Mgmt Against For Ratify Appointment of Jennifer Mullin as Supervisory Board Member

5


Mgmt Against For Ratify Appointment of Juliette Valains as Supervisory Board Member

6


Mgmt Against For Reelect Juliette Valains as Supervisory Board Member

7


Mgmt Against For Approve Compensation of Nicolas de Tavernost,




the Management Board 9

Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt Against For Approve Compensation of Thomas Valentin, Management Board Member

10


Page 179 of 294



Metropole Television SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Compensation of Christopher Baldelli,



Mgmt Against For Approve Compensation of Jerome Lefebure, Management Board Member

12


Mgmt Against For Approve Compensation of David Larramendy, Management Board Member

13

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt Against For Approve Remuneration Policy of Management Board Members

14

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt For For Approve Compensation of Guillaume de Posch, Chairman of the Supervisory Board Until April 19, 2018

15

Mgmt For For Approve Compensation of Elmar Heggen, Chairman of the Supervisory Board Since April 19, 2018

16


Board Members 17






Mgmt Against For Authorize up to 2.3 Million Shares for Use in



Page 180 of 294



Metropole Television SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Amend Article 16 of Bylaws Re: Age Limit of



Formalities 22

Metso Oyj

Meeting Date: 04/25/2019 Country: Finland

Meeting Type: Annual Ticker: METSO

Primary ISIN: FI0009007835 Primary SEDOL: 5713422

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt

Mgmt Call the Meeting to Order 2

Mgmt For For Designate Inspector or Shareholder Representative(s) of Minutes of Meeting

3



Mgmt Receive Financial Statements and Statutory Reports; Receive Board's Report; Receive Auditor's Report

6


7

Mgmt For For Approve Allocation of Income and Dividends of EUR 1.20 Per Share

8


Mgmt Receive Chairman's Review on Remuneration Principles

10

Mgmt For For Approve Remuneration of Directors in the Amount of EUR 120,000 for Chairman, EUR 66,000 for Vice Chairman and EUR 53,000 for Other Directors; Approve Meeting Fees; Approve Remuneration for Committee Work

11

Mgmt For For Fix Number of Directors at Eight 12

Page 181 of 294



Metso Oyj Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reelect Mikael Lilius (Chairman), Christer Gardell (Deputy Chairman), Peter Carlsson, Lars Josefsson, Nina Kopola, Antti Makinen and Arja Talma as Directors; Elect Kari Stadigh as New

Director

13




Mgmt For For Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased

Shares

16

Mgmt For For Approve Issuance of up to 15 Million Shares without Preemptive Rights

17


MLP SE


Meeting Type: Annual Ticker: MLP


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction






Fiscal 2018 3


Fiscal 2018 4



Page 182 of 294



MLP SE Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Board Members 6

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Lastly, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt For For Amend Corporate Purpose 7

MOL Hungarian Oil & Gas Plc

Meeting Date: 04/11/2019 Country: Hungary

Meeting Type: Annual Ticker: MOL

Primary ISIN: HU0000153937 Primary SEDOL: BD5ZXH8

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Use of Electronic Vote Collection

Method Mgmt For For

Mgmt For For Elect Keeper of Minutes, Shareholders to

Authenticate Minutes, and Counter of Votes 2

Mgmt For For Approve Standalone and Consolidated Financial

Statements and Statutory Reports 3

Mgmt For For Approve Dividends of HUF 142.5 per Share 4


Statement 5


Mgmt For For Approve Auditors and Authorize Board to Fix



Mgmt For For Approve Report on Share Repurchase Program

Approved at 2018 AGM 8



Mgmt For For Elect Sandor Csanyi as Management Board

Member 10

Mgmt For For Elect Anthony Radev as Management Board

Member 11

Page 183 of 294



MOL Hungarian Oil & Gas Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Janos Martonyi as Management Board

Member 12

Mgmt For For Elect Talal Al Awfi as Management Board

Member 13

Mgmt For For Elect Anett Pandurics as Supervisory Board 14

Mgmt For For Elect Anett Pandurics as Audit Committee

Member 15

Mgmt For For Authorize Share Capital Increase by Holders of

"A" Series Shares 16

Mgmt For For Authorize Share Capital Increase by Holders of

"B" Series Shares 17

Mgmt For For Approve Up to HUF 132.4 Billion Increase in Share Capital with Preemptive Rights; Amend Articles of Association Accordingly

18

Motor Oil (Hellas) Corinth Refineries SA


Meeting Type: Annual Ticker: MOH

Primary ISIN: GRS426003000 Primary SEDOL: 5996234

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1



Mgmt Against For Elect Directors (Bundled) 3


Mgmt For For Elect Members of Audit Committee 4


Mgmt For For Approve Auditors and Fix Their Remuneration 6


Mgmt For For Approve Director Remuneration 7

Mgmt For For Approve Advance Payments for Directors 8

Page 184 of 294



Motor Oil (Hellas) Corinth Refineries SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Profit Sharing to Directors and Key

Management Personnel 9



Voter Rationale: Variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt Against For Amend Company Articles 11


Neste Corp.


Meeting Type: Annual Ticker: NESTE

Primary ISIN: FI0009013296 Primary SEDOL: B06YV46

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt



3



Mgmt Receive Financial Statements and Statutory Reports; Receive Board's Report; Receive Auditor's Report

6


7


8


Page 185 of 294



Neste Corp. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Remuneration of Directors in the Amount of EUR 66,000 for Chairman, EUR 49,200 for Vice Chairman, and EUR 35,400 for Other Directors; Approve Attendance Fees for

Board Work

10

Mgmt For For Fix Number of Directors at Eight 11

Mgmt For For Reelect Matti Kahkonen (Chair), Martina Floel, Jean-Baptiste Renard, Willem Schoeber, Marco Wiren (Vice Chair), Elizabeth Burghout and Jari Rosendal as Directors; Elect Sonat Burman

Olsson as New Director

12




Mgmt For For Approve 3:1 Stock Split 15



Nestle SA


Meeting Type: Annual Ticker: NESN


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction





Management 2



Mgmt For For Reelect Paul Bulcke as Director and Board

Chairman 4.1a

Mgmt For For Reelect Ulf Schneider as Director 4.1b

Mgmt For For Reelect Henri de Castries as Director 4.1c

Mgmt For For Reelect Beat Hess as Director 4.1d

Page 186 of 294



Nestle SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reelect Renato Fassbind as Director 4.1e

Mgmt For For Reelect Ann Veneman as Director 4.1f

Mgmt For For Reelect Eva Cheng as Director 4.1g

Mgmt For For Reelect Patrick Aebischer as Director 4.1h

Mgmt For For Reelect Ursula Burns as Director 4.1i

Mgmt For For Reelect Kasper Rorsted as Director 4.1j

Mgmt For For Reelect Pablo Isla as Director 4.1k

Mgmt For For Reelect Kimberly Ross as Director 4.1l

Mgmt For For Elect Dick Boer as Director 4.2.1

Mgmt For For Elect Dinesh Paliwal as Director 4.2.2

Mgmt For For Appoint Beat Hess as Member of the


Mgmt For For Appoint Patrick Aebischer as Member of the


Mgmt For For Appoint Ursula Burns as Member of the


Mgmt For For Appoint Pablo Isla as Member of the



Mgmt For For Designate Hartmann Dreyer as Independent

Proxy 4.5



Mgmt For For Approve Maximum Remuneration of Executive

Committee in the Amount of CHF 55 Million 5.2



Mgmt Against Against Transact Other Business (Voting) 7

Voter Rationale: A vote AGAINST is warranted because:- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.

NetEnt AB


Meeting Type: Annual Ticker: NET.B

Primary ISIN: SE0012455525 Primary SEDOL: BK5XY90

Page 187 of 294



NetEnt AB

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt







Reports 7



Reports 9


Dividends 10




Mgmt For For Approve Remuneration of Directors in the Amount of SEK 725,000 for Chairman and SEK 310,000 for Other Directors; Approve Remuneration for Committee Work; Approve Remuneration of Auditors

13


Mgmt For For Reelect Fredrik Erbing (Chair), Peter Hamberg, Pontus Lindwall and Maria Redin as Directors; Elect Lisa Gunnarsson, Christoffer Lundstrom and Jonathan Pettemerides as New Directors

14





16

Page 188 of 294



NetEnt AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




Mgmt For For Approve 2:1 Stock Split; Approve Reduction in Share Capital; Approve Bonus Issue

18

Mgmt Against For Approve Warrants Plan for Key Employees; Approve Transfer of Warrants to Participants

19

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.

Mgmt For For Authorize Share Repurchase Program 20.a

Mgmt For For Authorize Reissuance of Repurchased Shares 20.b


New Wave Group AB


Meeting Type: Annual Ticker: NEWA.B

Primary ISIN: SE0000426546 Primary SEDOL: B0FLGQ5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt








Reports 8

Page 189 of 294



New Wave Group AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Reports 9.a



9.b



10

Mgmt For For Approve Remuneration of Directors in the Amount of SEK 350,000 for Chairman and 180,000 for Other Directors; Approve Remuneration for Committee Work; Approve


11


Mgmt For For Reelect Olof Persson (Chair), Torsten Jansson, Mats Arjes, Christina Bellander and M. Johan Widerberg as Directors; Elect Jonas Eriksson and Magdalena Forsberg as New Directors

12




Mgmt For For Authorize Representatives of Three of Company's Largest Shareholders to Serve on Nominating Committee

14

Mgmt For For Approve Remuneration Policy And Other Terms



Mgmt For For Approve Creation of SEK 12 Million Pool of


Mgmt For For Authorize the Company to Take up Loans in Accordance with Section 11 (11) of the Swedish Companies Act

17


Page 190 of 294



NN Group NV


Meeting Type: Annual Ticker: NN

Primary ISIN: NL0010773842 Primary SEDOL: BNG8PQ9

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Open Meeting 1

Mgmt Receive Annual Report 2018 2

Mgmt Discuss Implementation of Remuneration Policy 3


4.A


4.B

Mgmt For For Approve Dividends of EUR 1.90 Per Share 4.C

Mgmt For For Approve Discharge of Management Board 5.A

Mgmt For For Approve Discharge of Supervisory Board 5.B

Mgmt For For Reelect Helene Vletter-van Dort to Supervisory Board

6


Mgmt For For Grant Board Authority to Issue Shares in the Context of Issuing Contingent Convertible

Securities

8

Mgmt For For Grant Board Authority to Issue Ordinary Shares Up To 10 Percent of Issued Capital

9.A.1

Mgmt For For Authorize Board to Exclude Preemptive Rights from Share Issuances Under Item 9.A.1

9.A.2

Mgmt For For Grant Board Authority to Issue Shares Up To 20 Percent of Issued Capital in Connection with a

Rights Issue

9.B


10

Mgmt For For Authorize Cancellation of Ordinary Shares of Up to 20 Percent of Issued Share Capital

11


Page 191 of 294



NOS SGPS SA


Meeting Type: Annual Ticker: NOS

Primary ISIN: PTZON0AM0006 Primary SEDOL: B0B9GS5

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Individual and Consolidated Financial Statements and Statutory Reports

Mgmt For For


Mgmt For For Appraise Management and Supervision of Company and Approve Vote of Confidence to

Corporate Bodies

3

Mgmt Against For Approve Statement on Remuneration Policy 4


Mgmt Against For Authorize Repurchase and Reissuance of Shares 5


Mgmt Against For Authorize Repurchase and Reissuance of Repurchased Debt Instruments

6


Mgmt Against For Elect Corporate Bodies 7


Mgmt For For Appoint Auditor 8

Mgmt Against For Elect Remuneration Committee and Approve

Committee Remuneration 9

Voter Rationale: The remuneration committee should be independent and these directors' memberships could hamper the committee's impartiality and effectiveness.

Olav Thon Eiendomsselskap ASA


Meeting Type: Annual Ticker: OLT

Primary ISIN: NO0005638858 Primary SEDOL: 4657628

Page 192 of 294



Olav Thon Eiendomsselskap ASA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting; Registration of Attending

Shareholders and Proxies Mgmt

Mgmt For For Elect Chairman of Meeting; Designate

Inspector(s) of Minutes of Meeting 2



4



Statement 5





Mgmt For For Approve Creation of NOK 10 Million Pool of


Mgmt Against For Approve Remuneration of Directors and Auditors 9


Mgmt For For Elect Deputy Director 10

Orange SA


Meeting Type: Annual/Special Ticker: ORA


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1


Statutory Reports 2

Page 193 of 294



Orange SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




4

Mgmt For For Elect Anne-Gabrielle Heilbronner as Director 5

Mgmt For For Reelect Alexandre Bompard as Director 6


Mgmt Against For Reelect Helle Kristoffersen as Director 7


Mgmt For For Reelect Jean-Michel Severino as Director 8

Mgmt Against For Reelect Anne Lange as Director 9

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. Also, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Approve Compensation of Stephane Richard, Chairman and CEO

10


Mgmt For For Approve Compensation of Ramon Fernandez,

Vice-CEO 11


Mgmt For For Approve Compensation of Gervais Pellissier,

Vice-CEO 12



and CEO 13


Mgmt For For Approve Remuneration Policy of Vice-CEOs 14



15



Aggregate Nominal Amount of EUR 2 Billion

16

Page 194 of 294



Orange SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Allow Board to Use Delegations under Item 16

Above in the Event of a Public Tender Offer 17



Aggregate Nominal Amount of EUR 1 Billion

18

Mgmt Against For Allow Board to Use Delegations under Item 18 Above in the Event of a Public Tender Offer

19


Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for up to 20 Percent of Issued Capital Per Year for Private Placements, up to Aggregate Nominal Amount of EUR 1 Billion

20

Mgmt Against For Allow Board to Use Delegations under Item 20 Above in the Event of a Public Tender Offer

21


Mgmt Against For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items

16-21

22


Mgmt For For Authorize Capital Increase of Up to EUR 1 Billion

for Future Exchange Offers 23









Mgmt For For Set Total Limit for Capital Increase to Result from All Issuance Requests at EUR 3 Billion Million

27

Mgmt For For Authorize up to 0.07 Percent of Issued Capital for Use in Restricted Stock Plans Under Performance Conditions Reserved for Some Employees and Executive Officers

28

Page 195 of 294



Orange SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Mgmt Against For Authorize Capitalization of Reserves of Up to EUR 2 Billion for Bonus Issue or Increase in Par Value

30



31


32

Mgmt Shareholder Proposals Submitted by Fonds Commun de Placement d Entreprise Orange

Actions

SH Against Against Amend Item 3 as Follows: Approve Allocation of Income and Dividends of EUR 0.55 per Share

A


SH Against Against Amend Article 13 of Bylaws Re: Overboarding of Directors

B


SH Against Against Amend Employee Stock Purchase Plans in Favor of Employees

C


SH Against Against Authorize up to 0.04 Percent of Issued Capital for Use in Restricted Stock Plans in Favor of Employees

D


Orexo AB


Meeting Type: Annual Ticker: ORX

Primary ISIN: SE0000736415 Primary SEDOL: B0MZGM6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt


Page 196 of 294



Orexo AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction







Reports 8



Reports 10


Dividends 11



13

Mgmt For For Approve Remuneration of Directors in the Amount of SEK 650,000 to Chair, SEK 300,000 to Other Directors; Approve Remuneration for Committee Work; Approve Remuneration of

Auditors

14

Mgmt For For Reelect Staffan Lindstrand, Martin Nicklasson (Chair), Kristina Schauman, David Colpman, Kirsten Detrick and Henrik Kjaer Hansen as Directors; Elect Fred Wilkinson and Mary Pat Christie as New Directors; Ratify Ernst & Young as Auditor

15

Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance. Furthermore, the audit committee should be fully independent from the company and majority independent from its major shareholder(s).


16

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Furthermore, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.


17


18


19

Page 197 of 294



Orexo AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve 2019 LTIP and Related Financing 20



OTP Bank Nyrt

Meeting Date: 04/12/2019 Country: Hungary

Meeting Type: Annual Ticker: OTP

Primary ISIN: HU0000061726 Primary SEDOL: 7320154

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Financial Statements, Statutory

Reports, and Allocation of Income Mgmt For For



Statement 2


Mgmt Against For Approve Auditors and Authorize Board to Fix


Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.Auditors should undertake non-audit work in exceptional circumstances only. Any non-audit fees paid to the auditor should be clearly disclosed, justified and not exceed audit fees. Large non-audit fees could compromise objectivity of the audit.

Mgmt For For Amend the Articles of Association by Way of a

Single Resolution 5.1

Mgmt For For Approve the Amendment of Articles of

Association 5.2

Mgmt Against For Approve Election of Employee Representative to

Supervisory Board 6


Mgmt For For Amend Remuneration Policy 7

Mgmt For For Approve Remuneration of Management Board, Supervisory Board, and Audit Committee

Members

8



Page 198 of 294



Pearson Plc


Meeting Type: Annual Ticker: PSON


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For


Mgmt For For Re-elect Elizabeth Corley as Director 3

Mgmt For For Re-elect Vivienne Cox as Director 4

Mgmt For For Re-elect John Fallon as Director 5

Mgmt For For Re-elect Josh Lewis as Director 6

Mgmt For For Re-elect Linda Lorimer as Director 7

Mgmt For For Re-elect Michael Lynton as Director 8

Mgmt For For Re-elect Tim Score as Director 9

Mgmt For For Re-elect Sidney Taurel as Director 10

Mgmt For For Re-elect Lincoln Wallen as Director 11

Mgmt For For Re-elect Coram Williams as Director 12



Mgmt For For Reappoint PricewaterhouseCoopers LLP as Auditors

14


Mgmt For For Authorise the Audit Committee to Fix Remuneration of Auditors

15




Rights 17


18




Page 199 of 294



Peugeot SA


Meeting Type: Annual/Special Ticker: UG


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1


2


3

Mgmt For For Elect Gilles Schnepp as Supervisory Board Member

4

Mgmt For For Elect Thierry de la Tour d Artaise as Supervisory Board Member

5

Mgmt Against For Approve Remuneration Policy of Carlos Tavares, Chairman of the Management Board

6

Voter Rationale: The company's remuneration policy should provide for exceptional awards on recruitment. Companies should pay no more than necessary on recruitment of executive directors and ensure that recruitment-related awards are linked to long-term performance of the company. In addition, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt For For Approve Remuneration Policy of Olivier Bourges, Maxime Picat, Jean-Christophe Quemard as

Members of the Management Board

7

Mgmt For For Approve Remuneration Policy of Members of the Supervisory Board and Louis Gallois, Chairman

of the Supervisory Board

8

Mgmt Against For Approve Compensation of Carlos Tavares, Chairman of the Management Board

9

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Page 200 of 294



Peugeot SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Compensation of Jean-Baptiste Chasseloup de Chatillon, Member of the Management Board

10

Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt Against For Approve Compensation of Maxime Picat, Member of the Management Board

11

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt For For Approve Compensation of Jean-Christophe Quemard, Member of the Management Board

12


Mgmt For For Approve Compensation of Louis Gallois, Chairman of the Supervisory Board

13







Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 226,207,053

16

Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 90,482,821

17

Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 90,482,821

18

Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items

16-18

19

Mgmt For For Authorize Capital Increase of Up to EUR

90,482,821 for Future Exchange Offers 20

Page 201 of 294



Peugeot SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Mgmt For For Set Total Limit for Capital Increase to Result from Issuance Under Items 16-21 and 23 Requests at EUR 334,786,439

22



Mgmt Against For Authorize Board to Issue Free Warrants with

Preemptive Rights During a Public Tender Offer 24

Voter Rationale: Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.


25

Piaggio & C SpA


Meeting Type: Annual Ticker: PIA

Primary ISIN: IT0003073266 Primary SEDOL: B15CPD5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction





Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Further, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.







Page 202 of 294



Piaggio & C SpA


Meeting Type: Special Ticker: PIA

Primary ISIN: IT0003073266 Primary SEDOL: B15CPD5

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Extraordinary Business Mgmt

Mgmt For For Amend Company Bylaws Re: Articles 5, 7, 8, 12, and 27

1

Piraeus Bank SA


Meeting Type: Annual Ticker: TPEIR

Primary ISIN: GRS014003024 Primary SEDOL: BZ3CDP3

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1



Mgmt For For Ratify Auditors 3


Mgmt For For Approve Director Remuneration 5

Mgmt For For Authorize Board to Participate in Companies with Similar Business Interests

6

Mgmt For For Amend Company Articles 7

Mgmt For For Amend Corporate Purpose 8

Mgmt Various Announcements 9

Page 203 of 294



PKP Cargo SA


Meeting Type: Annual Ticker: PKP

Primary ISIN: PLPKPCR00011 Primary SEDOL: BFXWV82

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Management Proposals Mgmt

Mgmt Open Meeting 1

Mgmt Prepare List of Shareholders 2




Mgmt Receive Supervisory Board Report on Results of Recruitment for Positions of Management Board

Members

6

Mgmt Receive Supervisory Board Report on Financial Statements

7.1

Mgmt Receive Supervisory Board Report on Consolidated Financial Statements

7.2

Mgmt Receive Supervisory Board Report on Management Board Report on Group's

Operations

7.3

Mgmt Receive Supervisory Board Report on Management's Proposal of Allocation of Income

7.4

Mgmt Receive Supervisory Board Opinion on Company's Standing, Internal Control System, Risk Management, Compliance, and Internal Audit Function

7.5

Mgmt Receive Supervisory Board Report on Company's Compliance with Polish Corporate

Governance Code

7.6

Mgmt Receive Supervisory Board Opinion on Company's Sponsoring and Charity Activities

7.7

Mgmt Receive Management Board Report on Expenses Related to Representation, Legal Services, Marketing Services, Public Relations Services, Social Communication Services, and

Management Advisory Services

8



Mgmt For For Approve Management Board Report on Group's Operations

11

Page 204 of 294



PKP Cargo SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Approve Day and Terms of Dividend Payout 13

Mgmt For For Approve Discharge of Krzysztof Maminski (CEO) 14.1

Mgmt For For Approve Discharge of Czeslaw Warsewicz (CEO) 14.2

Mgmt For For Approve Discharge of Leszek Borowiec

(Management Board Member) 14.3

Mgmt For For Approve Discharge of Witold Bawor


Mgmt For For Approve Discharge of Grzegorz Fingas


Mgmt For For Approve Discharge of Zenon Kozendra


Mgmt For For Approve Discharge of Krzysztof Maminski

(Supervisory Board Chairman) 15.1

Mgmt For For Approve Discharge of Miroslaw Antonowicz

(Supervisory Board Deputy Chairman) 15.2

Mgmt For For Approve Discharge of Krzysztof Czarnota


Mgmt For For Approve Discharge of Zofia Dzik (Supervisory

Board Member) 15.4

Mgmt For For Approve Discharge of Raimondo Eggink


Mgmt For For Approve Discharge of Malgorzata Kryszkiewicz


Mgmt For For Approve Discharge of Tadeusz Stachaczynski


Mgmt For For Approve Discharge of Wladyslaw Szczepkowski


Mgmt For For Approve Discharge of Jerzy Sosnierz


Mgmt For For Approve Discharge of Pawel Sosnowski


Mgmt For For Approve Discharge of Czeslaw Warsewicz


Mgmt Against For Elect Supervisory Board Member 16


Mgmt Shareholder Proposal Submitted by PKP SA

SH Against None Amend Statute Re: General Meeting 17.1

Voter Rationale: Votes AGAINST this resolution is warranted because:* The proposed amendments may have negative impact on shareholders' rights;* The shareholder has not presented compelling rationale for the proposed changes.

Page 205 of 294




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Amend Statute Re: Management Board 17.2










SH Against None Amend Statute Re: Management Board 17.11



Mgmt For For Amend Statute Re: Supervisory Board 17.12



SH For None Amend Statute Re: Supervisory Board 17.14







Mgmt Shareholder Proposal PKP SA

SH Against None Amend Statute Re: Supervisory Board 17.20



Mgmt For For Amend Statute Re: Final Provisions 17.21

Page 206 of 294




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Acquisition of 23 Shares of Advanced

World Transport a.s. 18

Voter Rationale: A vote AGAINST this resolution is warranted because the company has failed to disclose the opinion of an independent appraiser regarding the value of the shares.

Mgmt Against For Ratify Auditor 19


Mgmt Against For Transact Other Business 20



Polyus PJSC


Meeting Type: Annual Ticker: PLZL

Primary ISIN: RU000A0JNAA8 Primary SEDOL: B57R0L9

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Meeting for ADR/GDR Holders Mgmt

Mgmt For For Approve Annual Report and Financial Statements

1

Mgmt For For Approve Allocation of Income and Dividends of RUB 143.62 per Share

2

Mgmt Elect Nine Directors by Cumulative Voting

Mgmt For None Elect Mariya Gordon as Director 3.1


Mgmt Against None Elect Pavel Grachev as Director 3.2


Mgmt For None Elect Edward Dowling as Director 3.3

Page 207 of 294



Polyus PJSC Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against None Elect Said Kerimov as Director 3.4


Mgmt Against None Elect Sergey Nosov as Director 3.5


Mgmt Against None Elect Vladimir Polin as Director 3.6

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For None Elect Kent Potter as Director 3.7

Mgmt Against None Elect Mikhail Stiskin as Director 3.8


Mgmt For None Elect William Champion as Director 3.9

Mgmt For For Ratify Auditor 4

Mgmt For For Approve Company's Membership in Association 5

Ponsse Oyj


Meeting Type: Annual Ticker: PON1V

Primary ISIN: FI0009005078 Primary SEDOL: B125V73

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Open Meeting Mgmt


Mgmt For For Elect Secretary of Meeting 3


4

Page 208 of 294



Ponsse Oyj Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




Mgmt Receive Financial Statements and Statutory Reports; Receive President's Report; Receive CEO's Report

8

Mgmt Receive Auditor's Report 9


Reports 10



11


Mgmt For For Approve Remuneration of Directors in the Amount of EUR 48,000 for Chairman, EUR 45,000 for Vice Chairman and EUR 38,000 for Other Directors; Approve Remuneration of

Auditors

13

Mgmt For For Fix Number of Directors at Six 14

Mgmt For For Reelect Mammu Kaario, Matti Kylavainio, Juha Vanhainen, Janne Vidgren, Juha Vidgren and

Jukka Vidgren as Directors

15





Mgmt For For Approve Issuance of up to 200,000 Shares without Preemptive Rights

19

Mgmt For For Approve Profit Bonuses to Personnel 20



PORR AG

Meeting Date: 05/29/2019 Country: Austria

Meeting Type: Annual Ticker: POS

Primary ISIN: AT0000609607 Primary SEDOL: 4019950

Page 209 of 294



PORR AG

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction






Fiscal 2018 3


Fiscal 2018 4

Mgmt For For Ratify BDO Austria GmbH as Auditors for Fiscal

2019 5


Mgmt Against For Elect Iris Ortner as Supervisory Board Member 6.1


Mgmt For For Elect Susanne Weiss as Supervisory Board Member

6.2

Mgmt Against For Elect Karl Pistotnik as Supervisory Board Member

6.3

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Additionally, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Likewise, the nomination committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt Against For Elect Klaus Ortner as Supervisory Board Member

6.4

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Additionally, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Likewise, the nomination committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness

Mgmt For For Elect Robert Grueneis as Supervisory Board Member

6.5

Mgmt Against For Elect Bernhard Vanas as Supervisory Board Member

6.6

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Additionally, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Page 210 of 294



PORR AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Thomas Winischhofer as Supervisory

Board Member 6.7

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Additionally, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Walter Knirsch as Supervisory Board Member

6.8

Mgmt For For Approve Remuneration of Supervisory Board Members

7

PSI Software AG


Meeting Type: Annual Ticker: PSAN

Primary ISIN: DE000A0Z1JH9 Primary SEDOL: 5522714

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction






Fiscal 2018 3


Fiscal 2018 4

Mgmt Against For Ratify Ernst & Young GmbH as Auditors for

Fiscal 2019 5

Voter Rationale: Auditors should undertake non-audit work in exceptional circumstances only. Any non-audit fees paid to the auditor should be clearly disclosed, justified and not exceed audit fees. Large non-audit fees could compromise objectivity of the audit. Also, we do not currently advocate a specific term limit for auditors, but we are increasingly aware that there is value in gaining new perspectives on finances and controls. Companies who have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

Mgmt For For Approve Creation of EUR 8 Million Pool of Capital with Partial Exclusion of Preemptive Rights

6

Page 211 of 294



PSI Software AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Board Members 7

Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Also, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Further, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Lastly, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Publicis Groupe SA


Meeting Type: Annual/Special Ticker: PUB


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1


Statutory Reports 2




Mgmt For For Approve Severance Agreement with Arthur

Sadoun, Chairman of the Management Board 5

Mgmt For For Approve Severance Agreement with Jean-Michel

Etienne, Management Board Member 6

Mgmt For For Approve Severance Agreement with Anne-Gabrielle Heilbronner, Management Board Member

7

Mgmt For For Approve Severance Agreement with Steve King,


Mgmt Against For Approve Compensation of Maurice Levy,

Chairman of the Supervisory Board 9

Voter Rationale: A vote AGAINST the remuneration report of Levy as supervisory board chairman is warranted because the quantum of his remuneration is significantly above market standards for this position and the company has not provided a compelling rationale to justify such amount.

Page 212 of 294



Publicis Groupe SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Compensation of Arthur Sadoun,



Mgmt For For Approve Compensation of Jean-Michel Etienne, Management Board Member

11

Mgmt For For Approve Compensation of Anne-Gabrielle Heilbronner, Management Board Member

12

Mgmt For For Approve Compensation of Steve King, Management Board Member

13

Mgmt For For Approve Remuneration Policy of Chairman of the Supervisory Board

14

Mgmt For For Approve Remuneration Policy of Supervisory Board Members

15

Mgmt Against For Approve Remuneration Policy of Chairman of the Management Board

16


Mgmt Against For Approve Remuneration Policy of Management Board Members

17


Mgmt For For Elect Antonella Mei-Pochtler as Supervisory Board Member

18

Mgmt For For Elect Suzan LeVine as Supervisory Board Member

19

Mgmt For For Elect Enrico Letta as Supervisory Board Member 20

Mgmt For For Renew Appointment of Ernst & Young et Autres as Auditor

21









Page 213 of 294



Publicis Groupe SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Use in Stock Option Plans 25

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Lastly, the burn rate exceeds the sector cap.


26

Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans for International

Employees

27



28

QIAGEN NV


Meeting Type: Annual Ticker: QGEN

Primary ISIN: NL0012169213 Primary SEDOL: BYXS688

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Open Meeting 1


(Non-Voting) 2

Mgmt Receive Report of Supervisory Board

(Non-Voting) 3.a

Mgmt Discuss Remuneration Report Containing Remuneration Policy for Supervisory Board Members

3.b


Reports 4


and Dividend Policy 5



Mgmt For For Reelect Stephane Bancel to Supervisory Board 8.a

Page 214 of 294



QIAGEN NV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reelect Hakan Bjorklund to Supervisory Board 8.b

Mgmt For For Reelect Metin Colpan to Supervisory Board 8.c

Mgmt For For Reelect Ross L. Levine to Supervisory Board 8.d

Mgmt For For Reelect Elaine Mardis to Supervisory Board 8.e

Mgmt For For Reelect Lawrence A. Rosen to Supervisory

Board 8.f

Mgmt For For Reelect Elizabeth E. Tallett to Supervisory Board 8.g

Mgmt For For Reelect Peer M. Schatz to Management Board 9.a

Mgmt For For Reelect Roland Sackers to Management Board 9.b





Mgmt Against For Authorize Board to Exclude Preemptive Rights from Share Issuances in Connection to Mergers, Acquisitions or Strategic Alliances

11.c


Mgmt For For Authorize Repurchase of Issued Share Capital 12

Mgmt For For Amend Articles of Association 13



Raute Oyj


Meeting Type: Annual Ticker: RAUTE


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt


Mgmt For For Designate Inspector or Shareholder

Representative(s) of Minutes of Meeting 3

Page 215 of 294



Raute Oyj Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




Reports 6


Reports 7



8


Mgmt For For Approve Remuneration of Directors in the Amount of EUR 48,000 for Chairman, and EUR

24,000 for other Directors

10

Mgmt For For Fix Number of Directors at Six 11

Mgmt Against For Reelect Laura Raitio (Chairman), Mika Mustakallio (Vice Chairman), Joni Bask, Pekka Suominen and Patrick von Essen as Directors; Elect Ari Harmaala as new Director

12





Mgmt For For Approve Issuance of up to 400,000 Series A Shares without Preemptive Rights

16


Recordati SpA


Meeting Type: Annual Ticker: REC

Primary ISIN: IT0003828271 Primary SEDOL: B07DRZ5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Page 216 of 294



Recordati SpA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Lastly, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

Mgmt Against For Amend 2018-2022 Stock Option Plan 3



4

Repsol SA


Meeting Type: Annual Ticker: REP


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction







Dividends 5


Dividends 6

Mgmt For For Approve Reduction in Share Capital via

Amortization of Treasury Shares 7

Mgmt For For Authorize Issuance of Non-Convertible Bonds/Debentures and/or Other Debt Securities Exchangeables for Issued Shares for up to EUR

15 Billion

8

Mgmt For For Fix Number of Directors at 15 9

Mgmt For For Reelect Antonio Brufau Niubo as Director 10

Mgmt For For Reelect Josu Jon Imaz San Miguel as Director 11

Mgmt For For Reelect Jose Manuel Loureda Mantinan as

Director 12

Page 217 of 294



Repsol SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reelect John Robinson West as Director 13

Mgmt For For Ratify Appointment of and Elect Henri Philippe

Reichstul as Director 14

Mgmt For For Elect Aranzazu Estefania Larranaga as Director 15

Mgmt For For Elect Maria Teresa Garcia-Mila Lloveras as

Director 16

Mgmt For For Advisory Vote on Remuneration Report 17

Mgmt For For Approve Inclusion of a Target Related to the TSR in the Long Term Incentive Plan of Executive Directors

18



Resolutions 20

Rexel SA


Meeting Type: Annual/Special Ticker: RXL

Primary ISIN: FR0010451203 Primary SEDOL: B1VP0K0

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1


2


3


4

Mgmt For For Approve Additional Pension Scheme Agreement with Patrick Berard, CEO

5


6

Mgmt For For Approve Remuneration Policy of CEO 7


Page 218 of 294



Rexel SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Compensation of Ian Meakins,


Mgmt Against For Approve Compensation of Patrick Berard, CEO 9


Mgmt For For Reelect Agnes Touraine as Director 10

Mgmt For For Reelect Elen Phillips as Director 11

Mgmt For For Elect Francois Auque as Director 12


13



14



15



16



17


18

Mgmt For For Authorize Board to Set Issue Price for 10 Percent Per Year of Issued Capital Pursuant to

Issue Authority without Preemptive Rights

19


20


Par Value

21


22

Page 219 of 294



Rio Tinto Plc


Meeting Type: Annual Ticker: RIO


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Resolutions 1 to 16 will be Voted on by Rio Tinto plc and Rio Tinto Limited Shareholders as

a Joint Electorate

Mgmt


1

Mgmt For For Approve Remuneration Report for UK Law Purposes

2

Mgmt For For Approve Remuneration Report for Australian Law Purposes

3

Mgmt For For Elect Moya Greene as Director 4

Mgmt For For Elect Simon McKeon as Director 5

Mgmt For For Elect Jakob Stausholm as Director 6

Mgmt For For Re-elect Megan Clark as Director 7

Mgmt For For Re-elect David Constable as Director 8

Mgmt For For Re-elect Simon Henry as Director 9

Mgmt For For Re-elect Jean-Sebastien Jacques as Director 10

Mgmt For For Re-elect Sam Laidlaw as Director 11

Mgmt For For Re-elect Michael L'Estrange as Director 12

Mgmt Against For Re-elect Simon Thompson as Director 13

Voter Rationale: Females represent less than 30 percent of the board.

Mgmt For For Reappoint PricewaterhouseCoopers LLP as

Auditors 14



15


Mgmt For For Authorise EU Political Donations and Expenditure

16

Mgmt Resolutions 17 to 20 will be Voted on by Rio Tinto plc Shareholders Only


Page 220 of 294



Rio Tinto Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Rights 18




Rothschild & Co. SCA


Meeting Type: Annual/Special Ticker: ROTH


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Approve Financial Statements and Discharge Managing Partner

1


2


3

Mgmt For For Approve Transaction with Rothschild & Cie SCS Re: Financial Advice

4

Mgmt For For Reelect Angelika Gifford as Supervisory Board Member

5

Mgmt For For Reelect Luisa Todini as Supervisory Board Member

6

Mgmt For For Reelect Carole Piwnica as Supervisory Board Member

7

Mgmt Against For Reelect Arielle Malard de Rothschild as Supervisory Board Member

8


Mgmt Against For Reelect Daniel Daeniker as Supervisory Board

Member 9


Mgmt Against For Reelect Adam Keswick as Supervisory Board

Member 10


Page 221 of 294



Rothschild & Co. SCA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Renew Appointment of Francois Henrot as

Censor 11


Mgmt For For Approve Remuneration of Supervisory Board Members in the Aggregate Amount of EUR

600,000

12

Mgmt For For Approve Compensation of Rothschild & Co Gestion SAS, Managing Partner

13

Mgmt For For Approve Compensation of David de Rothschild, Chairman of Rothschild and Co Gestion SAS Until May 17, 2018 and Alexandre de Rothschild, Chairman of Rothschild and Co Gestion SAS

Since May 17, 2018

14

Mgmt For For Approve Compensation of Eric de Rothschild, Chairman of the Supervisory Board Until May 17, 2018 and David de Rothschild, Chairman of the Supervisory Board Since May 17, 2018

15


16


Mgmt For For Fix Maximum Variable Compensation Ratio for Executives and Risk Takers

17


Mgmt Against For Authorize up to 2 Percent of Issued Capital for Use in Stock Option Plans Reserved for Employees and Corporate Officers Re: European Directive 2013/36/EU of 26 June 2013 ("CRD

IV")

18

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Options should be issued at no less than market price, except for an all-employee plan where the discount should not exceed 20% on a fixed date.


19

Mgmt For For Set Total Limit for Capital Increase to Result from Issuance Requests Under Items 18-19 Above, and Items 18-23, 25-26 of May 17, 2018

at EUR 70 Million

20


21

Page 222 of 294



Rottneros AB


Meeting Type: Annual Ticker: RROS


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Open Meeting Mgmt






Mgmt Receive Financial Statements and Statutory Reports; Receive Auditor's Report on Application of Guidelines for Remuneration for Executive Management

7

Mgmt Receive President's Report; Allow Questions 8


9


10


Mgmt For For Determine Number of Members (5) and Deputy Members (0) of Board; Determine Number of

Auditors (1) and Deputy Auditors (0)

12

Mgmt For For Approve Remuneration of Directors in the Amount of SEK 550,000 for Chairman and SEK 275,000 for Other Directors; Approve Remuneration for Committee Work; Approve


13

Mgmt Against For Reelect Marie Arwidson, Ulf Carlson, Per Lundeen (Chairman) and Roger Mattsson as Directors; Elect Conny Mossberg as New Director

14




16


Page 223 of 294



Royal Ahold Delhaize NV


Meeting Type: Annual Ticker: AD

Primary ISIN: NL0011794037 Primary SEDOL: BD0Q398

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Open Meeting 1


2


3

Mgmt Discuss Implementation of Remuneration Policy of the Management Board

4

Mgmt For For Adopt Financial Statements 5

Mgmt For For Approve Dividends of EUR 0.70 Per Share 6



Mgmt For For Elect K.C. Doyle to Supervisory Board 9

Mgmt For For Elect P. Agnefjall to Supervisory Board 10

Mgmt For For Reelect F.W.H. Muller to Management Board 11

Mgmt For For Amend Management Board Remuneration Policy 12


Mgmt For For Grant Board Authority to Issue Shares Up to 10 Percent of Issued Capital

14

Mgmt For For Authorize Board to Exclude Preemptive Rights from Share Issuances Under Item 14

15

Mgmt For For Authorize Board to Acquire Common Shares 16

Mgmt For For Authorize Board to Acquire Cumulative Preferred Financing Shares

17

Mgmt For For Approve Reduction in Share Capital by Cancellation of Shares Under Item 16 and 17

18


Page 224 of 294



Royal Dutch Shell Plc


Meeting Type: Annual Ticker: RDSB

Primary ISIN: GB00B03MM408 Primary SEDOL: B03MM40

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Management Proposals Mgmt


1


Voter Rationale: This year the long-term incentive plan paid out at close to full vesting. This has resulted in a significant award being made to the CEO pushing his pay over the EUR 20m mark. The company has outperformed its competitors against many of the performance measures and in addition has improved the overall structure of incentive awards going forward by removing the individual performance multiplier which we have objected to for several years. On balance, we are supporting the pay package despite the high level of award. We will continue to engage throughout the year with regard to the policy vote that will take place at the 2020 AGM. Concerns around the level of award granted for average performance against the comparator group continue to exist.

Mgmt For For Elect Neil Carson as Director 3

Mgmt For For Re-elect Ben van Beurden as Director 4

Mgmt For For Re-elect Ann Godbehere as Director 5

Mgmt For For Re-elect Euleen Goh as Director 6

Mgmt For For Re-elect Charles Holliday as Director 7

Mgmt For For Re-elect Catherine Hughes as Director 8

Mgmt For For Re-elect Gerard Kleisterlee as Director 9

Mgmt For For Re-elect Roberto Setubal as Director 10

Mgmt For For Re-elect Sir Nigel Sheinwald as Director 11

Mgmt For For Re-elect Linda Stuntz as Director 12

Mgmt For For Re-elect Jessica Uhl as Director 13

Mgmt For For Re-elect Gerrit Zalm as Director 14

Mgmt For For Reappoint Ernst & Young LLP as Auditors 15


16



18

Mgmt For For Adopt New Articles of Association 19


Page 225 of 294



Royal Dutch Shell Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Authorise EU Political Donations and

Expenditure 21

Mgmt Shareholder Proposal

SH Against Against Request Shell to Set and Publish Targets for

Greenhouse Gas (GHG) Emissions 22

Salzgitter AG


Meeting Type: Annual Ticker: SZG


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt


2


3


4





Sandvik AB


Meeting Type: Annual Ticker: SAND

Primary ISIN: SE0000667891 Primary SEDOL: B1VQ252

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt

Page 226 of 294



Sandvik AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction







Reports 7



Reports 9




Mgmt For For Determine Number of Directors (8) and Deputy Directors (0) of Board; Determine Number of Auditors (1) and Deputy Auditors

12

Mgmt For For Approve Remuneration of Directors in the Amount of SEK 2.55 Million for Chairman and SEK 690,000 for Other Directors; Approve Remuneration for Committee Work; Approve

Remuneration for Auditor

13

Mgmt For For Reelect Jennifer Allerton as Director 14.a

Mgmt Against For Reelect Claes Boustedt as Director 14.b

Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. Additionally, in the context of increasingly complex international accounting standards, the audit committee benefits from members who have a good and recent understanding of the accounting rules and of the audit process.

Mgmt Against For Reelect Marika Fredriksson as Director 14.c

Mgmt For For Reelect Johan Karlstrom as Director 14.d

Mgmt For For Reelect Johan Molin as Director 14.e

Mgmt For For Reelect Bjorn Rosengren as Director 14.f

Mgmt Against For Reelect Helena Stjernholm as Director 14.g

Mgmt For For Reelect Lars Westerberg as Director 14.h

Mgmt For For Reelect Johan Molin as Chairman of the Board 15



17


Page 227 of 294



Sandvik AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Performance Share Matching Plan LTI

2019 18



Sanofi


Meeting Type: Annual/Special Ticker: SAN


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1


Statutory Reports 2



Mgmt For For Reelect Serge Weinberg as Director 4


Mgmt For For Reelect Suet Fern Lee as Director 5

Mgmt For For Ratify Appointment of Christophe Babule as

Director 6

Mgmt For For Approve Remuneration Policy for Chairman of

the Board 7

Mgmt Against For Approve Remuneration Policy for CEO 8


Mgmt For For Approve Compensation of Serge Weinberg,


Page 228 of 294



Sanofi Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Compensation of Olivier Brandicourt,

CEO 10

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, remuneration committee should not allow vesting of incentive awards for below median performance. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.


11



12



13



14



15

Mgmt For For Approve Issuance of Debt Securities Giving Access to New Shares of Subsidiaries and/or Existing Shares and/or Debt Securities, up to Aggregate Amount of EUR 7 Billion

16


17


18

Mgmt Against For Authorize up to 0.5 Percent of Issued Capital for Use in Stock Option Plans

19

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, remuneration committee should not allow vesting of incentive awards for below median performance.

Mgmt Against For Authorize up to 1.5 Percent of Issued Capital for Use in Restricted Stock Plans

20

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, remuneration committee should not allow vesting of incentive awards for below median performance.


21


22

Page 229 of 294



Sanofi Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Formalities 23

SAP SE


Meeting Type: Annual Ticker: SAP


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt


2

Mgmt Abstain For Approve Discharge of Management Board for Fiscal 2018

3

Voter Rationale: We abstained as a precaution given ongoing investigations into alleged corrupt practices.

Mgmt Abstain For Approve Discharge of Supervisory Board for Fiscal 2018

4

Voter Rationale: We abstained as a precaution given ongoing investigations into alleged corrupt practices. We welcome steps taken by the board to reduce director terms. We would encourage the company to, ideally, introduce annual re-elections, in order to facilitate a more dynamic board refreshment process.



Mgmt Against For Elect Hasso Plattner to the Supervisory Board 6.1

Voter Rationale: For widely held companies, the supervisory board should include at least 50% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. In addition, this director is not an independent director, yet sits on a remuneration committee that is majority non-independent. The remuneration committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.

Mgmt Against For Elect Pekka Ala-Pietila to the Supervisory Board 6.2

Voter Rationale: For widely held companies, the supervisory board should include at least 50% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. Further, this director is not an independent director, yet sits on a remuneration committee that is majority non-independent. The remuneration committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.

Mgmt For For Elect Aicha Evans to the Supervisory Board 6.3


Page 230 of 294



SAP SE Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Diane Greene to the Supervisory Board 6.4


Mgmt For For Elect Gesche Joost to the Supervisory Board 6.5

Mgmt For For Elect Bernard Liautaud to the Supervisory Board 6.6

Mgmt Against For Elect Gerhard Oswald to the Supervisory Board 6.7

Voter Rationale: For widely held companies, the supervisory board should include at least 50% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent.

Mgmt For For Elect Friederike Rotsch to the Supervisory Board 6.8

Mgmt For For Elect Gunnar Wiedenfels to the Supervisory Board

6.9

Saras SpA


Meeting Type: Annual Ticker: SRS

Primary ISIN: IT0000433307 Primary SEDOL: B04F679

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1.1





Mgmt Against For Approve Stock Grant Plan 3

Voter Rationale: Variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.




Page 231 of 294



Saras SpA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




Sberbank Russia OJSC


Meeting Type: Annual Ticker: SBER

Primary ISIN: RU0009029540 Primary SEDOL: 4767981

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction





RUB 16 per Share 3

Mgmt Against For Ratify PricewaterhouseCoopers as Auditor 4

Voter Rationale: Auditors should undertake non-audit work in exceptional circumstances only. Any non-audit fees paid to the auditor should be clearly disclosed, justified and not exceed audit fees. Large non-audit fees could compromise objectivity of the audit.

Mgmt Elect 14 Directors by Cumulative Voting

Mgmt For None Elect Esko Tapani Aho as Director 5.1

Mgmt For None Elect Leonid Boguslavsky as Director 5.2

Mgmt Against None Elect Valery Goreglyad as Director 5.3

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.Furthermore, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.Finally, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against None Elect Herman Gref as Director 5.4


Page 232 of 294



Sberbank Russia OJSC Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against None Elect Bella Zlatkis as Director 5.5


Mgmt Against None Elect Nadezhda Ivanova as Director 5.6

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against None Elect Sergey Ignatyev as Director 5.7

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For None Elect Nikolay Kudryavtsev as Director 5.8

Mgmt For None Elect Alexander Kuleshov as Director 5.9

Mgmt For None Elect Gennady Melikyan as Director 5.10

Mgmt Against None Elect Maksim Oreshkin as Director 5.11


Mgmt Against None Elect Olga Skorobogatova as Director 5.12


Mgmt For None Elect Nadia Wells as Director 5.13

Mgmt Against None Elect Sergey Shvetsov as Director 5.14


Mgmt For For Elect Herman Gref as CEO 6.1

Mgmt Against For Approve New Edition of Charter 7


Mgmt Against For Approve New Edition of Regulations on

Supervisory Board 8


Page 233 of 294



Sberbank Russia OJSC Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve New Edition of Regulations on

Management 9


Mgmt Elect Seven Members of Audit Commission

Mgmt For For Elect Alexey Bogatov as Member of Audit

Commission 10.1

Mgmt For For Elect Natalya Borodina as Member of Audit

Commission 10.2

Mgmt For For Elect Maria Voloshina as Member of Audit

Commission 10.3

Mgmt For For Elect Tatyana Domanskaya as Member of Audit

Commission 10.4

Mgmt For For Elect Yulia Isakhanova as Member of Audit

Commission 10.5

Mgmt For For Elect Irina Litvinova as Member of Audit

Commission 10.6

Mgmt For For Elect Alexey Minenko as Member of Audit

Commission 10.7

Schneider Electric SE


Meeting Type: Annual/Special Ticker: SU


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1


2


3


4

Page 234 of 294



Schneider Electric SE Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Compensation of Jean Pascal Tricoire,

Chairman and CEO 5

Voter Rationale: We voted for in view of notable improvements but going forward will expect incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt For For Approve Compensation of Emmanuel Babeau, Vice-CEO

6

Voter Rationale: We voted for in view of notable improvements. Going forward will expect significant salary increases to be linked to material changes in the business or in the role and responsibilities of executive directors. Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.


7


Mgmt For For Approve Remuneration Policy of Vice-CEO 8


Mgmt For For Reelect Greg Spierkel as Director 9

Mgmt Abstain For Elect Carolina Dybeck Happe as Director 10

Voter Rationale: We abstained rather than voting against given the recent appointment and the possibility for external directorships to be reduced. Overall, executive directors at other comianies are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For For Elect Xuezheng Ma as Director 11

Mgmt Abstain For Elect Lip Bu Tan as Director 12

Voter Rationale: We abstained rather than voting against given the recent appointment and the possibility for external directorships to be reduced. Overall, executive directors at other comianies are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.


Aggregate Amount of EUR 2.5 Million 13




Page 235 of 294



Schneider Electric SE Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


15


16


17

Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 15 and 17

18

Mgmt For For Authorize Capital Increase of up to 9.93 Percent


Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for Private Placements up to Aggregate Nominal Amount of EUR 115 Million

20





22

Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans Reserved for Employees of


23


24



25

Securitas AB


Meeting Type: Annual Ticker: SECU.B


Page 236 of 294



Securitas AB

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt








Reports 8.a


8.b

Mgmt Receive Board's Dividend Proposal 8.c


Reports 9.a



Mgmt For For Approve May 8, 2019, as Record Date for

Dividend Payment 9.c

Mgmt For For Approve Discharge of Board and President 9.d

Mgmt For For Determine Number of Directors (8) and Deputy

Directors (0) of Board 10

Mgmt For For Approve Remuneration of Directors in the Amount of SEK 2.2 Million for Chairman, SEK 845,000 for Vice Chairman, and SEK 635,000 for Other Directors; Approve Remuneration for Committee Work; Approve Remuneration of

Auditors

11


Mgmt Against For Reelect Ingrid Bonde, John Brandon, Anders Boos, Fredrik Cappelen, Carl Douglas, Marie Ehrling (Chairman), Sofia Schorling Hogberg and Dick Seger as Directors

12.a


Mgmt Shareholder Proposals Submitted by Claus-Christian Gartner

Page 237 of 294



Securitas AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

SH Against None Elect Claus-Christian Gartner as New Director 12.b





14



15

Mgmt For For Approve 2019 Incentive Scheme and Related Hedging Measures

16

Mgmt Against For Approve Performance Share Program LTI 2019/2021 for Key Employees and Related Financing

17


Mgmt Shareholder Proposals Submitted by

Claus-Christian Gartner

SH Against None Conduct Investigation on Alleged Wrongdoings

in Securitas German Operations 18



Servizi Italia SpA


Meeting Type: Annual/Special Ticker: SRI

Primary ISIN: IT0003814537 Primary SEDOL: B1VMLV9

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Approve Financial Statements, Statutory Reports, and Allocation of Income

1


Page 238 of 294



Servizi Italia SpA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




3

Voter Rationale: Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company. Furthermore, shares should not be repurchased at a premium/discount to the market price of more than 10%. In addition, any request to use financial derivatives when repurchasing shares should be fully explained and justified by the company.


Mgmt For For Amend Company Bylaws Re: Articles 2, 13, 15 and 20

1

Siegfried Holding AG


Meeting Type: Annual Ticker: SFZN


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




2


Mgmt For For Approve CHF 107.5 Million Capitalization of

Reserves 4.1

Mgmt For For Approve Increase in Conditional Capital

Reserved for Employee Participation Plan 4.2

Mgmt For For Approve Creation of CHF 5.8 Million Pool of Capital without Preemptive Rights, If Item 4.1 is Approved

4.3

Mgmt For For Approve Maximum Remuneration of Board of

Directors in the Amount of CHF 1.75 Million 5.1

Mgmt For For Approve Maximum Fixed Remuneration of Executive Committee in the Amount of CHF 3.2 Million

5.2.1

Mgmt For For Approve Short-Term Variable Remuneration of Executive Committee in the Amount of CHF 1 Million

5.2.2

Page 239 of 294



Siegfried Holding AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Long-Term Variable Remuneration of Executive Committee in the Amount of CHF 2 Million

5.2.3

Mgmt For For Reelect Ulla Schmidt as Director 6.1.1

Mgmt For For Reelect Colin Bond as Director 6.1.2

Mgmt For For Reelect Wolfram Carius as Director 6.1.3

Mgmt For For Reelect Andreas Casutt as Director 6.1.4

Mgmt For For Reelect Reto Garzetti as Director 6.1.5

Mgmt For For Reelect Martin Schmid as Director 6.1.6

Mgmt For For Elect Rudolf Hanko as Director 6.2

Mgmt For For Reelect Andreas Casutt as Board Chairman 6.3

Mgmt For For Reappoint Ulla Schmidt as Member of the


Mgmt For For Reappoint Reto Garzetti as Member of the


Mgmt For For Reappoint Martin Schmid as Member of the


Mgmt For For Designate BDO AG as Independent Proxy 7




Siltronic AG


Meeting Type: Annual Ticker: WAF

Primary ISIN: DE000WAF3001 Primary SEDOL: BYY5978

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction





Page 240 of 294



Siltronic AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Fiscal 2018 3


Fiscal 2018 4



Smurfit Kappa Group Plc

Meeting Date: 05/03/2019 Country: Ireland

Meeting Type: Annual Ticker: SK3

Primary ISIN: IE00B1RR8406 Primary SEDOL: B1RR828

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction





Mgmt For For Elect Anne Anderson as Director 4

Mgmt For For Re-elect Irial Finan as Director 5a

Mgmt For For Re-elect Anthony Smurfit as Director 5b

Mgmt For For Re-elect Ken Bowles as Director 5c

Mgmt For For Re-elect Frits Beurskens as Director 5d

Mgmt Against For Re-elect Christel Bories as Director 5e


Mgmt For For Re-elect Carol Fairweather as Director 5f

Mgmt For For Re-elect James Lawrence as Director 5g

Mgmt For For Re-elect John Moloney as Director 5h

Mgmt For For Re-elect Roberto Newell as Director 5i

Voter Rationale: We note that females represent less than 30 percent of the Board. However, we note the recent improvement in board balance this year and encourage the company to continue its progress.

Mgmt For For Re-elect Jorgen Rasmussen as Director 5j

Page 241 of 294



Smurfit Kappa Group Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Re-elect Gonzalo Restrepo as Director 5k




Rights 8


9

Mgmt For For Authorise Market Purchase of Shares 10



Societa Iniziative Autostradali e Servizi SpA


Meeting Type: Annual Ticker: SIS


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




1




Mgmt Shareholder Proposal Submitted by ASTM SpA

SH Against None Elect Seven Directors (Bundled) 4


Page 242 of 294



Sofina SA


Meeting Type: Annual Ticker: SOF


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1.1

Mgmt Receive Consolidated Financial Statements and Statutory Reports (Non-Voting)

1.2

Mgmt For For Approve Financial Statements, Allocation of Income, and Dividends

1.3


Mgmt For For Approve Discharge of Directors 3.1

Mgmt For For Approve Discharge of Auditor 3.2

Mgmt For For Reelect Harold Boel as Director 4.1

Mgmt Against For Reelect Robert Peugeot as Director 4.2


Mgmt For For Reelect Guy Verhofstadt as Independent Director

4.3


5



Software AG


Meeting Type: Annual Ticker: SOW

Primary ISIN: DE000A2GS401 Primary SEDOL: BF06WX9

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt

Page 243 of 294



Software AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




Fiscal 2018 3


Fiscal 2018 4




Mgmt Against For Amend Articles Re: Introduce Age Limit for Management Board and Lowering Age Limit for

Supervisory Board

6

Voter Rationale: Changes in company's by-laws should not result in the erosion of shareholder rights. In addition, any limitation of directors' tenure should be expressed as a number of terms rather than age of individual board members

Sonova Holding AG


Meeting Type: Annual Ticker: SOON


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction







Management 3

Mgmt For For Reelect Robert Spoerry as Director and Board

Chairman 4.1.1

Mgmt For For Reelect Beat Hess as Director 4.1.2

Mgmt For For Reelect Lynn Bleil as Director 4.1.3

Mgmt For For Reelect Lukas Braunschweiler as Director 4.1.4

Mgmt For For Reelect Michael Jacobi as Director 4.1.5

Mgmt For For Reelect Stacy Seng as Director 4.1.6

Page 244 of 294



Sonova Holding AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reelect Ronald van der Vis as Director 4.1.7

Mgmt For For Reelect Jinlong Wang as Director 4.1.8

Mgmt For For Reappoint Robert Spoerry as Member of the


Mgmt For For Reappoint Beat Hess as Member of the


Mgmt For For Reappoint Stacy Enxing Seng as Member of the



Mgmt For For Designate Keller KLG as Independent Proxy 4.4





Mgmt For For Approve CHF 46,637 Reduction in Share Capital

via Cancellation of Registered Shares 6



Spar Nord Bank A/S


Meeting Type: Annual Ticker: SPNO

Primary ISIN: DK0060036564 Primary SEDOL: B14LS01

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Chairman of Meeting Mgmt For For

Mgmt Receive Report of Board 2


Reports 3


DKK 3.5 Per Share 4

Mgmt For For Approve Guidelines for Incentive-Based Compensation for Executive Management and Board

5

Page 245 of 294



Spar Nord Bank A/S Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Mgmt For For Reelect Per Nikolaj Bukh as Director 8a

Mgmt For For Reelect Kaj Christiansen as Director 8b

Mgmt For For Reelect John Sorensen as Director 8c



Mgmt Against For Approve Creation of DKK 246 Million Pool of Capital without Preemptive Rights

10a


Mgmt For For Amend Articles Re: Bank Committee 10b

Mgmt For For Remove Age Limit for Directors 10c


SpareBank 1 SR-Bank ASA


Meeting Type: Annual Ticker: SRBANK

Primary ISIN: NO0010631567 Primary SEDOL: B40JTQ3

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt




4



Statement 5

Page 246 of 294



SpareBank 1 SR-Bank ASA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




7

Mgmt Against For Reelect Kate Henriksen as Director 8a


Mgmt Against For Reelect Jan Skogseth as Director 8b


Mgmt Against For Reelect Tor Dahle as Director 8c


Mgmt For For Approve Remuneration of Directors in the Amount of NOK 600,000 for Chairman and NOK 275,000 for Other Directors; Approve


9

Mgmt For For Approve Instructions for Nominating Committee 10



Mgmt For For Authorize Issuance of Hybrid Bonds, Perpetual Subordinated Loans, and Subordinated Loans with Maturity

12

Mgmt For For Approve Creation of NOK 639.4 Million Pool of


Stalexport Autostrady SA


Meeting Type: Annual Ticker: STX

Primary ISIN: PLSTLEX00019 Primary SEDOL: 4847872

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Open Meeting Mgmt


Mgmt Prepare List of Attendance of Shareholders 3

Page 247 of 294



Stalexport Autostrady SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Resolve Not to Elect Members of Vote Counting

Commission 5


Mgmt Receive Company's Financial Statements 7

Mgmt Receive Management Board Report on Company's and Group's Operations in Fiscal 2018 and Consolidated Financial Statements

8

Mgmt Receive Supervisory Board Reports 9



Mgmt For For Approve Management Board Report on

Company's and Group's Operations 12


Mgmt For For Approve Dividends of PLN 0.37 per Share 14

Mgmt For For Approve Discharge of Emil Wasacz (CEO) 15.1

Mgmt For For Approve Discharge of Mariusz Serwa (Deputy

CEO) 15.2

Mgmt For For Approve Discharge of Tomasz Dobrowolski


Mgmt For For Approve Discharge of Flavio Ferrari (Supervisory

Board Member) 16.2

Mgmt For For Approve Discharge of Aleksander Galos


Mgmt For For Approve Discharge of Roberto Mengucci


Mgmt For For Approve Discharge of Marco Pace (Supervisory

Board Member) 16.5

Mgmt For For Approve Discharge of Stefano Rossi


Mgmt For For Approve Discharge of Massimo Sonego


Mgmt For For Approve Discharge of Tadeusz Wludyka


Mgmt For For Fix Number of Supervisory Board Members 17

Mgmt Against For Elect Supervisory Board Member 18



Page 248 of 294



STRABAG SE

Meeting Date: 06/28/2019 Country: Austria

Meeting Type: Annual Ticker: STR

Primary ISIN: AT000000STR1 Primary SEDOL: B28DT41

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt


2


3


4


Mgmt For For Ratify KPMG Austria GmbH as Auditors for Fiscal 2019

5


Stratec SE


Meeting Type: Annual Ticker: SBS

Primary ISIN: DE000STRA555 Primary SEDOL: BYTK8S2

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt


2


3


4


Mgmt For For Ratify Ebner Stolz GmbH & Co. KG as Auditors for Fiscal 2019

5

Page 249 of 294



Stratec SE Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Frank Hiller to the Supervisory Board 6.1


Mgmt For For Elect Rainer Baule to the Supervisory Board 6.2

Mgmt For For Elect Stefanie Remmele to the Supervisory Board

6.3

Surgutneftegas PJSC


Meeting Type: Annual Ticker: SNGS

Primary ISIN: RU0008926258 Primary SEDOL: B5BHQP1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction






Mgmt For For Approve Allocation of Income and Dividends of RUB 0.65 per Ordinary Share and RUB 7.62 per Preferred Share

3

Mgmt Approve Remuneration of Directors 4

Mgmt For For Approve Remuneration of Members of Audit

Commission 5

Mgmt Elect Nine Directors by Cumulative Voting

Mgmt Against None Elect Aleksandr Agarev as Director 6.1

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the CEO and independent non-executive directors. In widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.

Mgmt Elect Vladimir Bogdanov as Director 6.2

Page 250 of 294



Surgutneftegas PJSC Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against None Elect Aleksandr Bulanov as Director 6.3


Mgmt Against None Elect Ivan Dinichenko as Director 6.4

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the CEO and independent non-executive directors. In widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For None Elect Valerii Egorov as Director 6.5

Mgmt Against None Elect Oleg Eremenko as Director 6.6


Mgmt Against None Elect Vladimir Erokhin as Director 6.7


Mgmt Against None Elect Vladislav Konovalov as Director 6.8


Mgmt Against None Elect Viktor Krivosheev as Director 6.9


Mgmt Against None Elect Nikolai Matveev as Director 6.10

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the CEO and independent non-executive directors. In widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For None Elect Georgii Mukhamadeev as Director 6.11

Mgmt Against None Elect Sergei Potekhin as Director 6.12


Page 251 of 294



Surgutneftegas PJSC Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against None Elect Ildus Usmanov as Director 6.13


Mgmt Against None Elect Viktor Chashchin as Director 6.14


Mgmt Elect Three Members of Audit Commission

Mgmt For For Elect Valentina Musikhina as Member of Audit Commission

7.1

Mgmt For For Elect Tamara Oleynik as Member of Audit Commission

7.2

Mgmt For For Elect Liudmila Prishchepova as Member of Audit Commission

7.3

Mgmt Against For Ratify Auditor 8


Swedish Match AB


Meeting Type: Annual Ticker: SWMA


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction






Mgmt Receive Financial Statements and Statutory Reports; Receive Auditors Review; Receive President's Report; Receive CEO's Report

6


7

Page 252 of 294



Swedish Match AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction






Mgmt For For Approve Remuneration of Directors in the Amount of SEK 2.08 million to Chair, SEK 980,000 to Vice Chair and SEK 830,000 to Other Directors; Approve Remuneration for Committee

Work

11

Mgmt For For Reelect Charles Blixt, Andrew Cripps (Vice Chairman), Jacqueline Hoogerbrugge, Conny Karlsson (Chairman), Pauline Lindwall, Wenche Rolfsen and Joakim Westh as Directors

12


Mgmt For For Determine Number of Auditors (1) and Deputy Auditors (0)

13




16


Mgmt For For Approve SEK 13.3 Million Reduction in Share Capital via Share Cancellation; Approve SEK

13.3 Million Bonus Issuance

17



Mgmt For For Approve Issuance of Shares up to 10 Per cent of Share Capital without Preemptive Rights

20

Mgmt For For Approve Instructions for Nomination Committee 21

Swedish Orphan Biovitrum AB


Meeting Type: Annual Ticker: SOBI

Primary ISIN: SE0000872095 Primary SEDOL: B1CC9H0

Page 253 of 294



Swedish Orphan Biovitrum AB

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt







Reports 7


Mgmt Receive Board and Committee Report 9


Reports 10


Dividends 11


Mgmt For For Approve Remuneration of Directors in the Amount of SEK 1.5 Million for the Chairman and SEK 490,000 for Other Directors; Approve Remuneration for Committee Work; Approve Remuneration of Auditors

13


14

Mgmt For For Reelect David Allsop as Director 15.a

Mgmt For For Reelect Hakan Bjorklund as Director 15.b

Mgmt For For Reelect Annette Clancy as Director 15.c

Mgmt For For Reelect Matthew Gantz as Director 15.d

Mgmt Against For Reelect Lennart Johansson as Director 15.e


Mgmt Against For Reelect Helena Saxon as Director 15.f


Mgmt For For Reelect Hans Schikan as Director 15.g

Page 254 of 294



Swedish Orphan Biovitrum AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Elisabeth Svanberg as New Director 15h

Mgmt For For Reelect Hakan Bjorklund as Board Chairman 15.i

Mgmt For For Ratify Ernst & Young as Auditors 15.j



Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.Furthermore, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

Mgmt For For Authorize Representatives of Three of Company's Largest Shareholders to Serve on

Nominating Committee

17

Mgmt Against For Approve Long Term Incentive Program (Management Program)

18.a1


Mgmt Against For Approve Long Term Incentive Program (All Employee Program)

18.a2


Mgmt Against For Approve Equity Plan Financing 18.b


Mgmt Against For Approve Alternative Equity Plan Financing 18.c

Voter Rationale: A vote AGAINST this item is warranted, as it would entail unnecessary additional costs relative to Item 18.b, while lowering the majority requirement compared to the primary financing alternative.

Mgmt Against For Issuance of Maximum 33 Million Shares without Preemptive Rights

19


Mgmt For For Approve Transfer of Shares in Connection with Previous Share Programs

20


Page 255 of 294



Swiss Life Holding AG


Meeting Type: Annual Ticker: SLHN


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Accept Financial Statements and Statutory Reports

Mgmt For For


Mgmt For For Approve Allocation of Income and Dividends of CHF 14 per Share

2.1

Mgmt For For Approve Dividends of CHF 2.50 per Share from Capital Contribution Reserves

2.2


Mgmt For For Approve Fixed Remuneration of Directors in the Amount of CHF 3.2 Million

4.1

Mgmt For For Approve Short-Term Variable Remuneration of Executive Committee in the Amount of CHF 4.7

Million

4.2

Mgmt For For Approve Maximum Fixed and Long-Term Variable Remuneration of Executive Committee

in the Amount of CHF 13.8 Million

4.3

Mgmt For For Reelect Rolf Doerig as Director and Board Chairman

5.1

Mgmt For For Reelect Adrienne Corboud Fumagalli as Director 5.2

Mgmt For For Reelect Ueli Dietiker as Director 5.3

Mgmt For For Reelect Damir Filipovic as Director 5.4

Mgmt For For Reelect Frank Keuper as Director 5.5

Mgmt For For Reelect Stefan Loacker as Director 5.6

Mgmt For For Reelect Henry Peter as Director 5.7

Mgmt For For Reelect Martin Schmid as Director 5.8

Mgmt For For Reelect Frank Schnewlin as Director 5.9

Mgmt For For Reelect Franziska Sauber as Director 5.10

Mgmt For For Reelect Klaus Tschuetscher as Director 5.11

Mgmt For For Elect Thomas Buess as Director 5.12

Mgmt For For Reappoint Frank Schnewlin as Member of the Compensation Committee

5.13

Mgmt For For Reappoint Franziska Sauber as Member of the Compensation Committee

5.14

Page 256 of 294



Swiss Life Holding AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Appoint Klaus Tschuetscher as Member of the


Mgmt For For Designate Andreas Zuercher as Independent

Proxy 6






Swisscom AG


Meeting Type: Annual Ticker: SCMN


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction





CHF 22 per Share 2


Management 3

Mgmt For For Reelect Roland Abt as Director 4.1

Mgmt For For Reelect Alain Carrupt as Director 4.2

Mgmt For For Reelect Frank Esser as Director 4.3

Mgmt For For Reelect Barbara Frei as Director 4.4

Mgmt For For Elect Sandra Lathion-Zweifel as Director 4.5

Mgmt For For Reelect Anna Mossberg as Director 4.6

Mgmt For For Elect Michael Rechsteiner as Director 4.7

Mgmt For For Reelect Hansueli Loosli as Director 4.8

Page 257 of 294



Swisscom AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reelect Hansueli Loosli as Board Chairman 4.9

Mgmt For For Reappoint Roland Abt as Member of the


Mgmt For For Reappoint Frank Esser as Member of the


Mgmt For For Reappoint Barbara Frei as Member of the


Mgmt For For Reappoint Hansueli Loosli as Member of the


Mgmt For For Reappoint Renzo Simoni as Member of the






Mgmt For For Designate Reber Rechtsanwaelte KIG as

Independent Proxy 7




Swissquote Group Holding Ltd.


Meeting Type: Annual Ticker: SQN

Primary ISIN: CH0010675863 Primary SEDOL: B1X3KP7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Voter Rationale: A vote AGAINST the remuneration report is warranted because: * Stock options granted to executive management have a minimum vesting period of one year. * Members of executive management may receive discretionary grants of full value stock awards that are not subject to performance conditions (no such grants were made during FY18).



Page 258 of 294



Swissquote Group Holding Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Management 3

Mgmt For For Reelect Markus Dennler as Director and Elect as

Board Chairman 4.1.1

Mgmt For For Reelect Martin Naville as Director 4.1.2

Mgmt For For Reelect Jean-Christophe Pernollet as Director 4.1.3

Mgmt For For Reelect Beat Oberlin as Director 4.1.4

Mgmt For For Reelect Monica Dell'Anna as Director 4.1.5

Mgmt For For Appoint Beat Oberlin as Member of the


Mgmt For For Reappoint Monica Dell'Anna as Member of the


Mgmt For For Ratify PricewaterhouseCoopers Ltd as Auditors 4.3

Mgmt For For Designate Juan Gil as Independent Proxy 4.4







TAG Immobilien AG


Meeting Type: Annual Ticker: TEG


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction






Fiscal 2018 3

Page 259 of 294



TAG Immobilien AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Fiscal 2018 4

Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process. In addition, female directors represent less than 30% of the board.


Mgmt For For Approve EUR 750 Million Capitalization of Reserves Followed by a EUR 750 Million Share

Capital Reduction

6

Tamedia AG


Meeting Type: Annual Ticker: TAMN


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction






Management 3

Mgmt For For Reelect Pietro Supino as Director and Board

Chairman 4.1.1

Mgmt For For Reelect Marina de Planta as Director 4.1.2

Mgmt For For Reelect Martin Kall as Director 4.1.3

Mgmt For For Reelect Pierre Lamuniere as Director 4.1.4

Mgmt For For Reelect Sverre Munck as Director 4.1.5

Mgmt For For Reelect Konstantin Richter as Director 4.1.6

Mgmt For For Elect Andreas Schulthess as Director 4.1.7

Mgmt Against For Reappoint Pietro Supino as Member of the


Voter Rationale: Board elections (Items 4.1.1-4.1.7)Votes FOR the proposed nominees are warranted due to a lack of any outstanding concerns.Compensation Committee Elections (Items 4.2.1-4.2.3)Votes AGAINST the non-independent nominees Pietro Supino and Andreas Schulthess are warranted due to the failure to establish a majority independent compensation committee.A vote AGAINST Pietro Supino is further warranted, as he is an executive director and serves on the remuneration committee, which goes against local market standards. A vote FOR the independent compensation committee nominee, Martin Kall, is warranted.

Page 260 of 294



Tamedia AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reappoint Martin Kall as Member of the


Mgmt Against For Appoint Andreas Schulthess as Member of the


Voter Rationale: Board elections (Items 4.1.1-4.1.7)Votes FOR the proposed nominees are warranted due to a lack of any outstanding concerns.Compensation Committee Elections (Items 4.2.1-4.2.3)Votes AGAINST the non-independent nominees Pietro Supino and Andreas Schulthess are warranted due to the failure to establish a majority independent compensation committee.A vote AGAINST Pietro Supino is further warranted, as he is an executive director and serves on the remuneration committee, which goes against local market standards. A vote FOR the independent compensation committee nominee, Martin Kall, is warranted.

Mgmt For For Designate Gabriela Wyss as Independent Proxy 4.3.1

Mgmt For For Designate Martin Basler as Substitute Independent Proxy

4.3.2


Mgmt For For Approve Remuneration of Directors in the Amount of CHF 2.4 Million

5.1

Mgmt For For Approve Remuneration of Advisory Board for Media Technology and Innovation in the Amount

of CHF 66,666

5.2

Mgmt For For Approve Fixed Remuneration of Executive Committee in the Amount of CHF 5 Million

5.3

Mgmt Against For Approve Variable Remuneration of Executive Committee in the Amount of CHF 3.8 Million

5.4

Voter Rationale: Item 5.3A vote FOR this item is warranted because the proposal appears to be in line with market practice and does not raise significant concerns.Item 5.4A vote AGAINST this item is warranted because the company does not provide information on potential payout levels or caps under the profit participation program.



TechnipFMC plc


Meeting Type: Annual Ticker: FTI

Primary ISIN: GB00BDSFG982 Primary SEDOL: BDSFG98

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Douglas J. Pferdehirt Mgmt For For

Page 261 of 294



TechnipFMC plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.

Mgmt Against For Elect Director Arnaud Caudoux 1b


Mgmt For For Elect Director Pascal Colombani 1c

Mgmt For For Elect Director Marie-Ange Debon 1d

Mgmt Against For Elect Director Eleazar de Carvalho Filho 1e


Mgmt For For Elect Director Claire S. Farley 1f

Mgmt For For Elect Director Didier Houssin 1g

Mgmt For For Elect Director Peter Mellbye 1h

Mgmt For For Elect Director John O'Leary 1i

Mgmt For For Elect Director Kay G. Priestly 1j

Mgmt For For Elect Director Joseph Rinaldi 1k

Mgmt For For Elect Director James M. Ringler 1l


2

Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation

3

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Furthermore, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4

Mgmt Against For Approve Directors' Remuneration Report 5

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Furthermore, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 6

Mgmt For For Re-appoint PricewaterhouseCoopers LLP as U.K.

Statutory Auditor 7

Mgmt For For Authorize Board to Fix Remuneration of Auditors 8

Page 262 of 294



Telefonica SA


Meeting Type: Annual Ticker: TEF

Primary ISIN: ES0178430E18 Primary SEDOL: 5732524

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Approve Consolidated and Standalone Financial Statements

Mgmt For For

Mgmt For For Approve Non-Financial Information Report 1.2

Mgmt For For Approve Discharge of Board 1.3


Mgmt For For Approve Dividends 3


4


Voter Rationale: Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval.In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Thales SA


Meeting Type: Annual/Special Ticker: HO


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Statutory Reports 1


Reports 2



Mgmt For For Reelect Armelle de Madre as Director 4

Page 263 of 294



Thales SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Compensation of Patrice Caine,

Chairman and CEO 5

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. -


6

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.


7



8



9



The Navigator Co. SA


Meeting Type: Annual Ticker: NVG

Primary ISIN: PTPTI0AM0006 Primary SEDOL: 7018556

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Individual Financial Statements and

Statutory Reports Mgmt For For



2



Mgmt For For Approve Discharge of Management and Supervisory Boards

4

Page 264 of 294



The Navigator Co. SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Corporate Bodies 5


Mgmt For For Appoint KPMG & Associados as Auditor 6

Mgmt Against For Approve Statement on Remuneration Policy 7

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.In addition, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.In addition, variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.Futhermore, retirement benefits should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.

Mgmt For For Authorize Repurchase and Reissuance of Shares and Bonds

8

The Swatch Group AG


Meeting Type: Annual Ticker: UHR



Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For Do Not Vote

Mgmt Do Not Vote For Approve Discharge of Board and Senior Management

2

Mgmt Do Not Vote For Approve Allocation of Income and Dividends of CHF 1.60 per Registered Share and CHF 8.00

per Bearer Share

3

Mgmt Do Not Vote For Approve Fixed Remuneration of Non-Executive Directors in the Amount of CHF 1 Million

4.1.1

Mgmt Do Not Vote For Approve Fixed Remuneration of Executive Directors in the Amount of CHF 2.6 Million

4.1.2

Mgmt Do Not Vote For Approve Fixed Remuneration of Executive Committee in the Amount of CHF 5.1 Million

4.2

Mgmt Do Not Vote For Approve Variable Remuneration of Executive Directors in the Amount of CHF 8.2 Million

4.3

Mgmt Do Not Vote For Approve Variable Remuneration of Executive Committee in the Amount of CHF 20.8 Million

4.4

Page 265 of 294



The Swatch Group AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Do Not Vote For Reelect Nayla Hayek as Director 5.1

Mgmt Do Not Vote For Reelect Ernst Tanner as Director 5.2

Mgmt Do Not Vote For Reelect Daniela Aeschlimann as Director 5.3

Mgmt Do Not Vote For Reelect Georges Hayek as Director 5.4

Mgmt Do Not Vote For Reelect Claude Nicollier as Director 5.5

Mgmt Do Not Vote For Reelect Jean-Pierre Roth as Director 5.6

Mgmt Do Not Vote For Reelect Nayla Hayek as Board Chairman 5.7

Mgmt Do Not Vote For Reappoint Nayla Hayek as Member of the


Mgmt Do Not Vote For Reappoint Ernst Tanner as Member of the


Mgmt Do Not Vote For Reappoint Daniela Aeschlimann as Member of

the Compensation Committee 6.3

Mgmt Do Not Vote For Reappoint Georges Hayek as Member of the


Mgmt Do Not Vote For Reappoint Claude Nicollier as Member of the


Mgmt Do Not Vote For Reappoint Jean-Pierre Roth as Member of the


Mgmt Do Not Vote For Designate Bernhard Lehmann as Independent

Proxy 7

Mgmt Do Not Vote For Ratify PricewaterhouseCoopers AG as Auditors 8

Mgmt Do Not Vote For Approve EUR 7.5 Million Reduction in Share Capital by Cancellation of Registered and Bearer Shares

9

Mgmt Do Not Vote For Transact Other Business (Voting) 10

Thule Group AB


Meeting Type: Annual Ticker: THULE

Primary ISIN: SE0006422390 Primary SEDOL: BSQXJ01

Page 266 of 294



Thule Group AB

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt







Mgmt Receive Board Report 8


Reports 9.a

Mgmt Receive Consolidated Accounts and Group

Auditor's Report 9.b


9.c

Mgmt Receive Board's Proposal for Distribution of

Company's Profit 9.d


Reports 10.a






Mgmt For For Approve Remuneration of Directors in the Amount of SEK 1,075,000 for Chairman and SEK 385,000 for Other Directors; Approve


12

Mgmt For For Reelect Bengt Baron (Chairman), Mattias Ankarberg, Hans Eckerstrom, Liv Forhaug and Helene Mellquist as Directors; Elect Helene

Willberg as New Director

13



Mgmt For For Authorize Chairman of Board and Representatives of Four of Company's Largest Shareholders to Serve on Nominating

CommitteeCommittee

16

Page 267 of 294



Thule Group AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




Total SA


Meeting Type: Annual Ticker: FP

Primary ISIN: FR0000120271 Primary SEDOL: B15C557

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1


2


3


4


5

Mgmt For For Reelect Maria van der Hoeven as Director 6

Mgmt For For Reelect Jean Lemierre as Director 7

Mgmt For For Elect Lise Croteau as Director 8

Mgmt For For Elect Valerie Della Puppa Tibi as Representative of Employee Shareholders to the Board

9

Mgmt Against Against Elect Renata Perycz as Representative of Employee Shareholders to the Board

A

Mgmt Against Against Elect Oliver Wernecke as Representative of Employee Shareholders to the Board

B

Mgmt For For Approve Compensation of Chairman and CEO 10


Page 268 of 294



Total SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Remuneration Policy of Chairman and

CEO 11


Turkiye Vakiflar Bankasi TAO


Meeting Type: Annual Ticker: VAKBN

Primary ISIN: TREVKFB00019 Primary SEDOL: B0N6YC4

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Open Meeting and Elect Presiding Council of

Meeting 1

Mgmt For For Accept Statutory Reports 2




Mgmt Against For Amend Article 6 Re: Capital Related 6



Mgmt Against For Elect Directors 8

Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.Furthermore, the board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board.

Mgmt Against For Appoint Internal Statutory Auditors 9


Mgmt Against For Approve Remuneration of Directors and Internal Auditors

10


Mgmt For For Grant Permission for Board Members to Engage in Commercial Transactions with Company and Be Involved with Companies with Similar Corporate Purpose

11

Page 269 of 294



Turkiye Vakiflar Bankasi TAO Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Ratify External Auditors 12


Mgmt Receive Information on Donations Made in 2018 13

Mgmt Wishes 14

UBS Group AG


Meeting Type: Annual Ticker: UBSG

Primary ISIN: CH0244767585 Primary SEDOL: BRJL176

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For

Mgmt For For Approve Remuneration Report (Non-Binding) 2


Mgmt For For Approve Dividends of CHF 0.70 per Share from Capital Contribution Reserves

3.2

Mgmt Against For Approve Discharge of Board and Senior Management

4

Voter Rationale: A vote AGAINST the formal discharge of the board of directors and senior management is warranted on a precautionary basis, as the company was recently found guilty of illegal solicitation and laundering the proceeds of tax evasion by a French court.Some shareholders may nevertheless wish to support this resolution because the verdict is being appealed, meaning, it will be retried in its entirety.

Mgmt For For Reelect Axel Weber as Director and Board Chairman

5.1

Mgmt For For Reelect David Sidwell as Director 5.2

Mgmt For For Reelect Jeremy Anderson as Director 5.3

Mgmt For For Reelect Reto Francioni as Director 5.4

Mgmt For For Reelect Fred Hu as Director 5.5

Mgmt For For Reelect Julie Richardson as Director 5.6

Mgmt For For Reelect Isabelle Romy as Director 5.7

Mgmt For For Reelect Robert Scully as Director 5.8

Mgmt For For Reelect Beatrice Weder di Mauro as Director 5.9

Mgmt For For Reelect Dieter Wemmer as Director 5.10

Page 270 of 294



UBS Group AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect William Dudley as Director 6.1

Mgmt For For Elect Jeanette Wong as Director 6.2

Mgmt For For Reappoint Julie Richardson as Member of the


Mgmt For For Reappoint Dieter Wemmer as Member of the


Mgmt For For Appoint Reto Francioni as Member of the


Mgmt For For Appoint Fred Hu as Member of the


Mgmt For For Approve Maximum Remuneration of Directors in

the Amount of CHF 14.5 Million 8.1

Mgmt For For Approve Variable Remuneration of Executive

Committee in the Amount of CHF 73.3 Million 8.2

Mgmt For For Approve Maximum Fixed Remuneration of Executive Committee in the Amount of CHF 33 Million

8.3

Mgmt For For Designate ADB Altorfer Duss & Beilstein AG as

Independent Proxy 9




UCB SA


Meeting Type: Annual/Special Ticker: UCB


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Annual/Special Meeting Mgmt

Mgmt Ordinary Part

Mgmt Receive Directors' Reports (Non-Voting) 1

Mgmt Receive Auditors' Reports (Non-Voting) 2

Page 271 of 294



UCB SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Mgmt For For Approve Financial Statements, Allocation of

Income, and Dividends of EUR 1.21 per Share 4





Mgmt For For Reelect Evelyn du Monceau as Director 8.1


Mgmt For For Reelect Cyril Janssen as Director 8.2

Mgmt For For Reelect Alice Dautry as Director 8.3A

Mgmt For For Indicate Alice Dautry as Independent Board Member

8.3B

Mgmt For For Elect Jan Berger as Director 8.4A

Mgmt For For Indicate Jan Berger as Independent Board Member

8.4B


Mgmt Special Part

Mgmt Against For Approve Long Term Incentive Plan 10


Mgmt For For Approve Change-of-Control Clause Re: Renewal of EMTN Program

11.1

Mgmt Against For Approve Change-of-Control Clause Re: LTI Plans of the UCB Group

11.2


UniCredit SpA


Meeting Type: Annual/Special Ticker: UCG

Primary ISIN: IT0005239360 Primary SEDOL: BYMXPS7

Page 272 of 294



UniCredit SpA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Reports; Elimination of Negative Reserves 1


Mgmt Appoint Internal Statutory Auditors (Slate

Election) - Choose One of the Following Slates

SH For None Slate 1 Submitted by Allianz 3.1

Voter Rationale: Shareholders can support only one slate. All proposed candidates under both slates possess the professional experience to fulfill their role of statutory auditors. Supporting this slate would ensure that all statutory auditors are elected through the slate election mechanism, with no uncertainty on the vote outcome.

SH Do Not Vote None Slate 2 Submitted by Institutional Investors

(Assogestioni) 3.2

Mgmt Shareholder Proposal Submitted by Allianz

SH For None Approve Internal Auditors' Remuneration 4


Mgmt For For Elect Elena Carletti as Director 5

Mgmt For For Approve 2019 Group Incentive System 6



Mgmt Against For Approve Severance Payments Policy 8

Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.


9


Mgmt For For Authorize Board to Increase Capital to Service 2018 Group Incentive System

1

Mgmt For For Authorize Board to Increase Capital to Service 2019 Group Incentive System

2

Mgmt For For Amend Articles of Association Re: Article 6 3


A


Page 273 of 294



Unilever NV


Meeting Type: Annual Ticker: UNA

Primary ISIN: NL0000009355 Primary SEDOL: B12T3J1

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Discussion of the Annual Report and Accounts for the 2018 Financial Year

1

Mgmt For For Approve Financial Statements and Allocation of Income

2


Mgmt For For Approve Discharge of Executive Board Members 4

Mgmt For For Approve Discharge of Non-Executive Board Members

5

Mgmt For For Reelect N S Andersen as Non-Executive Director 6

Mgmt For For Reelect L M Cha as Non-Executive Director 7

Mgmt For For Reelect V Colao as Non-Executive Director 8

Mgmt For For Reelect M Dekkers as Non-Executive Director 9

Mgmt For For Reelect J Hartmann as Non-Executive Director 10

Mgmt For For Reelect A Jung as Non-Executive Director 11

Mgmt For For Reelect M Ma as Non-Executive Director 12

Mgmt For For Reelect S Masiyiwa as Non-Executive Director 13

Mgmt For For Reelect Y Moon as Non-Executive Director 14

Mgmt For For Reelect G Pitkethly as Executive Director 15

Mgmt For For Reelect J Rishton as Non-Executive Director 16

Mgmt For For Reelect F Sijbesma as Non-Executive Director 17

Mgmt For For Elect A Jope as Executive Director 18

Mgmt For For Elect S Kilsby as Non-Executive Director 19


Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital and Depositary Receipts

21

Mgmt For For Approve Reduction in Share Capital through Cancellation of Ordinary Shares andDepositary

Receipts Thereof

22

Page 274 of 294



Unilever NV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Grant Board Authority to Issue Shares 23

Mgmt For For Authorize Board to Exclude Preemptive Rights from Share Issuances for General Corporate Purposes

24


from Share Issuances for Acquisition Purposes 25

Unilever NV


Meeting Type: Special Ticker: UNA

Primary ISIN: NL0000009355 Primary SEDOL: B12T3J1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Meeting for Holders of Depositary Receipts Mgmt

Mgmt Open Meeting 1

Mgmt For For Abolish Depositary Receipt Structure 2



Unipol Gruppo SpA


Meeting Type: Annual/Special Ticker: UNI

Primary ISIN: IT0004810054 Primary SEDOL: B7SF135

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Management Proposal



Mgmt Shareholder Proposal Submitted by the

Syndicate Pact

Page 275 of 294



Unipol Gruppo SpA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

SH Against None Fix Number of Directors 2.1

Voter Rationale: For maximum effectiveness a board should include between 5 and 15 directors.

Mgmt Appoint Directors (Slate Election) - Choose One

of the Following Slates

SH Do Not Vote None Slate 1 Submitted by the Syndicate Pact 2.2.1

Voter Rationale: DO NOT VOTE this slate because:- Shareholders can support only one slate.- Slate number 2 is better positioned to represent the long-term interests of minority shareholders and carry out an independent oversight of the management's action.- The profiles and details of candidates submitted by Slate 2 have been provided also in English which facilitates scrutiny by global investors.



Voter Rationale: This resolution warrants a vote FOR because:- Shareholders can support only one slate.- Details on the candidates on this slate have been disclosed in English, which favors scrutiny from global investors.- This slate has been put forth by minority shareholders, and these nominees could therefore be the best positioned to represent the interests of minority shareholders and carry out an effective oversight on the management's behavior.- Candidates on this list have agreed to adhere to the chart of corporate governance principles adopted by Assogestioni.


Mgmt Against For Approve Remuneration of Directors 2.3


Mgmt Appoint Internal Statutory Auditors (Slate Election) - Choose One of the Following Slates

SH Against None Slate 1 Submitted by the Syndicate Pact 3.1.1

Voter Rationale: This item warrants a vote AGAINST because:- Shareholders can support only one slate.- Slate 2 is likely to better represent the interests of global institutional investors and minority shareholders.- The profiles and details of candidates submitted by Slate 2 have been provided also in English which facilitates scrutiny by global investors.

SH For None Slate 2 Submitted by Institutional Investors (Assogestioni)

3.1.2

Voter Rationale: This item warrants a vote FOR because:- This slate has been proposed by institutional investors, and these nominees could therefore be the best positioned to represent the interests of minority shareholders and carryout effective oversight on the management's behavior.- The profiles and details of candidates submitted under this item have been provided also in English which facilitates scrutiny by global investors.- Candidates on this slate have agreed to abide by the chart of corporate governance principles adopted by Assogestioni.

Mgmt For For Approve Internal Auditors' Remuneration 3.2


4


Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

Page 276 of 294



Unipol Gruppo SpA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Performance Share Plan 6



7

Voter Rationale: Any request to use financial derivatives when repurchasing shares should be fully explained and justified by the company. In addition, any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.


Mgmt For For Amend Articles of Association Re: 8, 10, 13, 14, and 17

1


A


United Internet AG


Meeting Type: Annual Ticker: UTDI


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction





Fiscal 2018 3


Fiscal 2018 4


Mgmt For For Ratify Ernst & Young GmbH as Auditors for Fiscal 2019

5


Page 277 of 294



UPM-Kymmene Oyj


Meeting Type: Annual Ticker: UPM


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Open Meeting Mgmt



3




6


7


8


Mgmt For For Remuneration of Directors in the Amount of EUR 190,000 for Chairman, EUR 135,000 for Deputy Chairman and EUR 110,000 for Other Directors; Approve Compensation for Committee

Work

10

Mgmt For For Fix Number of Directors at Ten 11

Mgmt For For Reelect Berndt Brunow, Henrik Ehrnrooth, Piia-Noora Kauppi, Marjan Oudeman, Jussi Pesonen, Ari Puheloinen, Veli-Matti Reinikkala, Suzanne Thoma, Kim Wahl and Bjorn Wahlroos

as Directors

12






Mgmt For For Approve Issuance of up to 25 Million Shares

without Preemptive Rights 15


Mgmt For For Authorize Charitable Donations 17

Page 278 of 294



UPM-Kymmene Oyj Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Vetropack Holding AG


Meeting Type: Annual Ticker: VET



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports Mgmt For Do Not Vote

Mgmt Do Not Vote For Approve Discharge of Board and Senior

Management 2

Mgmt Do Not Vote For Approve Allocation of Income and Dividends of CHF 50.00 per Bearer Share and CHF 10.00 per Registered Share

3

Mgmt Do Not Vote For Approve Remuneration Report 4.1

Mgmt Do Not Vote For Approve Remuneration of Directors in the


Mgmt Do Not Vote For Approve Maximum Remuneration of Executive Committee in the Amount of CHF 4.7 Million for Fiscal 2019

4.3

Mgmt Do Not Vote For Approve Maximum Remuneration of Executive Committee in the Amount of CHF 4.8 Million for Fiscal 2020

4.4

Mgmt Do Not Vote For Reelect Soenke Bandixen as Director 5.1.1

Mgmt Do Not Vote For Reelect Claude Cornaz as Director and Board

Chairman 5.1.2

Mgmt Do Not Vote For Reelect Pascal Cornaz as Director 5.1.3

Mgmt Do Not Vote For Reelect Rudolf Fischer as Director 5.1.4

Mgmt Do Not Vote For Reelect Richard Fritschi as Director 5.1.5

Mgmt Do Not Vote For Reelect Urs Kaufmann as Director 5.1.6

Mgmt Do Not Vote For Reelect Jean-Philippe Rochat as Director 5.1.7

Page 279 of 294



Vetropack Holding AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Do Not Vote For Reappoint Claude Cornaz as Member of the


Mgmt Do Not Vote For Reappoint Rudolf Fischer as Member of the


Mgmt Do Not Vote For Reappoint Richard Fritschi as Member of the


Mgmt Do Not Vote For Designate Proxy Voting Services GmbH as


Mgmt Do Not Vote For Ratify Ernst & Young AG as Auditors 5.4

Mgmt Do Not Vote For Transact Other Business (Voting) 6

Vifor Pharma AG


Meeting Type: Annual Ticker: VIFN

Primary ISIN: CH0364749348 Primary SEDOL: BZ12TW4

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


2


3


Mgmt For For Approve Remuneration of Directors in the Amount of CHF 6.5 Million

5.1


5.2

Mgmt For For Reelect Etienne Jornod as Director and Board Chairman

6.1.1

Mgmt For For Reelect Michel Burnier as Director 6.1.2

Mgmt For For Reelect Romeo Cerutti as Director 6.1.3

Mgmt For For Reelect Jacques Theurillat as Director 6.1.4

Mgmt For For Reelect Gianni Zampieri as Director 6.1.5

Mgmt For For Elect Sue Mahony as Director 6.1.6

Page 280 of 294



Vifor Pharma AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Kim Stratton as Director 6.1.7

Mgmt For For Reappoint Michel Burnier as Member of the


Mgmt For For Appoint Romeo Cerutti as Member of the


Mgmt For For Appoint Sue Mahony as Member of the


Mgmt For For Designate Walder Wyss AG as Independent

Proxy 6.3




Virbac SA


Meeting Type: Annual/Special Ticker: VIRP


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Approve Financial Statements and Discharge




Statutory Reports 2

Mgmt For For Approve Allocation of Income and Absence of

Dividends 3


4

Page 281 of 294



Virbac SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Reelect Marie-Helene Dick-Madelpuech as

Supervisory Board Member 5

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt Against For Reelect Philippe Capron as Supervisory Board Member

6

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, in the context of increasingly complex international accounting standards, the audit committee benefits from members who have a good and recent understanding of the accounting rules and of the audit process.

Mgmt For For Ratify Appointment of OJB Conseil as Supervisory Board Member

7

Mgmt Against For Renew Appointment of Xavier Yon Consulting Unipessoal Lda as Censor

8


Mgmt For For Approve Additional Pension Scheme Agreement with Christian Karst

9

Mgmt For For Approve Additional Pension Scheme Agreement with Jean-Pierre Dick

10

Mgmt For For Approve Compensation of Marie-Helene Dick-Madelpuech, Chairman of the Supervisory Board

11

Mgmt Against For Approve Compensation of Sebastien Huron, Chairman of Management Board

12

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Furthermore, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.

Mgmt Against For Approve Compensation of Management Board

Members 13

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Furthermore, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Lastly, any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations.


Board Members 14

Page 282 of 294



Virbac SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Remuneration Policy of Management

Board Members 15

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Lastly, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval

Mgmt For For Approve Remuneration of Supervisory Board Members in the Aggregate Amount of EUR

157,000

16


17




18


19

Mgmt Shareholder Proposals Submitted by Investec

SH Against For Elect Cyrille Petit as Supervisory Board Member 20


Viscofan SA


Meeting Type: Annual/Special Ticker: VIS


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Mgmt For For Approve Consolidated and Standalone Management Reports, and Non-Financial Information Report

2



Page 283 of 294



Viscofan SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reelect Jose Domingo de Ampuero y Osma as

Director 5


Mgmt Against For Reelect Juan March de la Lastra as Director 6



7

Mgmt For For Advisory Vote on Remuneration Report 8

Voter Rationale: We voted for given notable improvements in disclosure but in future will expect to see clearly disclosed targets attached to incentive plans in order to allow assessment whether they reward strong performance and drive shareholder value over a sufficiently long period of time.

Vivendi SA


Meeting Type: Annual/Special Ticker: VIV


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Reports 1


Statutory Reports 2

Mgmt Against For Approve Auditors' Special Report on Related-Party Transactions Mentioning the Absence of New Transactions

3




Mgmt For For Approve Compensation of Vincent Bollore, Chairman of the Supervisory Board Until April 19, 2018

5

Page 284 of 294



Vivendi SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Compensation of Yannick Bollore, Chairman of the Supervisory Board Since April 19, 2018

6

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. In addition, variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.

Mgmt Against For Approve Compensation of Arnaud de Puyfontaine, Chairman of the Management

Board

7

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. In addition, the remuneration committee should not allow vesting of incentive awards for below median performance. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Mgmt Against For Approve Compensation of Gilles Alix, Management Board Member

8

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt Against For Approve Compensation of Cedric de Bailliencourt, Management Board Member

9


Mgmt Against For Approve Compensation of Frederic Crepin,



Mgmt Against For Approve Compensation of Simon Gillham,


Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. In addition, the remuneration committee should not allow vesting of incentive awards for below median performance. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Mgmt Against For Approve Compensation of Herve Philippe,


Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Page 285 of 294



Vivendi SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Compensation of Stephane Roussel,


Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Mgmt Against For Approve Remuneration Policy for Supervisory Board Members and Chairman

14


Mgmt Against For Approve Remuneration Policy for Chairman of the Management Board

15


Mgmt Against For Approve Remuneration Policy for Management Board Members

16

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. In addition, severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, incentive awards to directors should have clearly disclosed and stretching performance targets to reward strong performance and long-term value creation.

Mgmt For For Approve Conditional Agreement with Arnaud de Puyfontaine, Chairman of the Management Board

17

Mgmt For For Approve Additional Pension Scheme Agreement with Arnaud de Puyfontaine, Chairman of the Management Board

18


with Gilles Alix, Management Board Member 19

Mgmt For For Approve Additional Pension Scheme Agreement with Cedric de Bailliencourt, Management Board Member

20

Mgmt For For Approve Additional Pension Scheme Agreement with Frederic Crepin, Management Board Member

21

Mgmt For For Approve Additional Pension Scheme Agreement with Simon Gillham, Management Board Member

22

Mgmt For For Approve Additional Pension Scheme Agreement with Herve Philippe, Management Board Member

23

Mgmt For For Approve Additional Pension Scheme Agreement with Stephane Roussel, Management Board Member

24

Page 286 of 294



Vivendi SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Cyrille Bollore as Supervisory Board

Member 25

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt Against For Reelect Dominique Delport as Supervisory Board Member

26



27



28

Mgmt Against For Authorize Specific Buyback Program and Cancellation of Repurchased Share

29



30


31


32

Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans for Employees of International Subsidiaries

33

Mgmt For For Approve Change of Corporate Form to Societe Europeenne (SE)

34

Mgmt For For Change Company Name to Vivendi SE and Amend Bylaws Accordingly

35


36

Vontobel Holding AG


Meeting Type: Annual Ticker: VONN


Page 287 of 294



Vontobel Holding AG

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Management 2



Mgmt For For Reelect Herbert Scheidt as Director and Board

Chairman 4.1

Mgmt For For Reelect Bruno Basler as Director and Member of

the Nomination and Compensation Committee 4.2

Mgmt For For Reelect Maja Baumann as Director 4.3

Mgmt For For Reelect Elisabeth Bourqui as Director and as a New Member of the Nomination and Compensation Committee

4.4

Mgmt For For Reelect David Cole as Director 4.5

Mgmt For For Reelect Stefan Loacker as Director 4.6

Mgmt For For Reelect Frank Schnewlin as Director 4.7

Mgmt For For Reelect Clara Streit as Director and Member of

the Nomination and Compensation Committee 4.8

Mgmt For For Reelect Bjoern Wettergren as Director and Member of the Nomination and Compensation Committee

4.9

Mgmt For For Designate VISCHER AG as Independent Proxy 5


Mgmt Against For Approve Remuneration Report (Non-Binding) 7.1

Voter Rationale: A vote AGAINST the remuneration report is warranted because: - The company does not currently cap its variable compensation opportunities for members of executive management. Although a cap on the LTI will be introduced for FY19, it appears that the STI will remain uncapped. - The final determination of executive bonus levels is highly discretionary.

Mgmt For For Approve Maximum Fixed Remuneration of Board

of Directors in the Amount of CHF 4.9 Million 7.2

Mgmt Against For Approve Fixed Remuneration of Executive Committee in the Amount of CHF 6.1 Million for the Period July 1, 2019 - June 30, 2020

7.3

Voter Rationale: Fixed compensation (Item 7.3)A vote AGAINST this item is warranted because the proposal represents a substantial increase in fixed compensation and the rationale provided is not deemed to be compelling.Variable compensation (ex-post) (Item 7.4)A vote FOR this item is warranted because the proposed amount appears to broadly reflect the development in the company's performance during the year under review.Performance shares (Item 7.5)A vote AGAINST this item is warranted due to a lack of disclosure regarding the amount requested.Additional performance shares (Item 7.7)A vote AGAINST this item is warranted because the board has not provided a compelling rationale for the granting of this additional compensation to executive management.

Page 288 of 294



Vontobel Holding AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Variable Remuneration of Executive Committee in the Amount of CHF 11.6 Million for Fiscal 2018

7.4

Mgmt Against For Approve Maximum Value of Performance Share Awards to Executive Committee in the Amount of CHF 9.4 Million

7.5


Mgmt Against For Approve Additional Amount of Performance Share Awards to the Board Chairman in the

Amount of CHF 169,797

7.6

Voter Rationale: Fixed compensation (Item 7.2) A vote FOR this resolution is warranted because the company has provided a compelling rationale for the proposed increase, which is not considered to be excessive. Additional performance shares for the board chairman (Item 7.6) A vote AGAINST this item is warranted because: - The chairman of the board, whom the company considers to be non-executive, would receive performance-based equity compensation. - The company has not provided a compelling rationale for the increase in performance shares granted to the board chairman.

Mgmt Against For Approve Additional Amount of Performance Share Awards to the Executive Committee in the

Amount of CHF 3 Million

7.7




VZ Holding AG


Meeting Type: Annual Ticker: VZN

Primary ISIN: CH0028200837 Primary SEDOL: B1TSL19

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For

Page 289 of 294



VZ Holding AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Management 2



Mgmt For For Reelect Fred Kindle as Director and Board

Chairman 4.1.1

Mgmt Against For Reelect Roland Iff as Director 4.1.2

Voter Rationale: Board elections (Items 4.1.1-4.1.5)Votes AGAINST the non-independent nominees, Roland Iff and Albrecht Langhart to the board are warranted because of the failure to establish a majority-independent audit committee. A vote AGAINST Roland Iff is further warranted because he is non-independent and is currently the chair of the audit committee.Votes FOR Manfred Kindle, Olivier de Perregaux and Roland Ledergerber are warranted due to a lack of concern. Committee elections (Items 4.2.1-4.2.2)Votes FOR the proposed nominees are warranted due to a lack of concern.

Mgmt Against For Reelect Albrecht Langhart as Director 4.1.3

Voter Rationale: Board elections (Items 4.1.1-4.1.5)Votes AGAINST the non-independent nominees, Roland Iff and Albrecht Langhart to the board are warranted because of the failure to establish a majority-independent audit committee. A vote AGAINST Roland Iff is further warranted because he is non-independent and is currently the chair of the audit committee.Votes FOR Manfred Kindle, Olivier de Perregaux and Roland Ledergerber are warranted due to a lack of concern. Committee elections (Items 4.2.1-4.2.2)Votes FOR the proposed nominees are warranted due to a lack of concern.

Mgmt For For Reelect Roland Ledergerber as Director 4.1.4

Mgmt For For Reelect Olivier de Perregaux as Director 4.1.5

Mgmt For For Reappoint Fred Kindle as Member of the Compensation Committee

4.2.1

Mgmt For For Reappoint Roland Ledergerber as Member of the Compensation Committee

4.2.2

Mgmt For For Designate Keller KLG as Independent Proxy 5


Mgmt For For Approve Remuneration of Directors in the Amount of CHF 403,000

7.1

Mgmt For For Approve Fixed Remuneration of Executive Committee in the Amount of CHF 4.2 Million

7.2

Mgmt For For Approve Variable Remuneration of Executive Committee in the Amount of CHF 1.8 Million

7.3



WashTec AG


Meeting Type: Annual Ticker: WSU


Page 290 of 294



WashTec AG

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction






Fiscal 2018 3


Fiscal 2018 4





Mgmt For For Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased

Shares

6

Mgmt For For Approve Creation of EUR 8 Million Pool of Capital with Partial Exclusion of Preemptive

Rights

7

Wolters Kluwer NV


Meeting Type: Annual Ticker: WKL


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Open Meeting 1


2.a


2.b

Mgmt Discuss Remuneration Policy 2.c

Mgmt For For Adopt Financial Statements 3.a

Page 291 of 294



Wolters Kluwer NV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Mgmt For For Approve Dividends of EUR 0.98 Per Share 3.c



Mgmt For For Elect Bertrand Bodson to Supervisory Board 5.a

Mgmt For For Elect Chris Vogelzang to Supervisory Board 5.b

Mgmt For For Grant Board Authority to Issue Shares up to 10









WPP Plc

Meeting Date: 06/12/2019 Country: Jersey

Meeting Type: Annual Ticker: WPP

Primary ISIN: JE00B8KF9B49 Primary SEDOL: B8KF9B4

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For



Mgmt For For Elect Mark Read as Director 4

Mgmt For For Elect Cindy Rose as Director 5

Voter Rationale: Executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. Given her extremely useful business experience and lack of significant committee responsibilities across her roles we are inclined to support her election on this occasion.

Mgmt For For Re-elect Roberto Quarta as Director 6

Mgmt For For Re-elect Dr Jacques Aigrain as Director 7

Page 292 of 294



WPP Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Re-elect Tarek Farahat as Director 8

Mgmt For For Re-elect Sir John Hood as Director 9

Mgmt Against For Re-elect Daniela Riccardi as Director 10


Mgmt For For Re-elect Paul Richardson as Director 11

Mgmt For For Re-elect Nicole Seligman as Director 12

Mgmt For For Re-elect Sally Susman as Director 13

Mgmt For For Re-elect Solomon Trujillo as Director 14




16





19

Zealand Pharma A/S


Meeting Type: Annual Ticker: ZEAL

Primary ISIN: DK0060257814 Primary SEDOL: B0SDJB4

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Receive Report of Board Mgmt


Reports 2


Dividends 3

Mgmt For For Reelect Alain Munoz as Director 4a

Mgmt For For Reelect Martin Nicklasson as Director 4b

Page 293 of 294



Zealand Pharma A/S Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reelect Michael Owen as Director 4c

Mgmt For For Reelect Kirsten Aarup Drejer as Director 4d

Mgmt For For Elect Bernadette Connaughton as New Director 4e

Mgmt For For Elect Jeffrey Berkowitz as New Director 4f

Mgmt For For Elect Leonard Kruimer as New Director 4g



Mgmt For For Amend Articles Re: Election of Vice Chairman; Vice-Chairman's Casting Vote in the Absence of the Chairman

7

Mgmt Against For Approve Update of the Company's Overall Guidelines for Incentive Pay to the Executive Management

8


Mgmt Against For Approve Guidelines for Incentive-Based Compensation for Executive Management and

Board

9

Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Mgmt Against For Approve Remuneration of Directors 10

Voter Rationale: The proposed increase to the director fees of the regular directors can be considered excessive in relation to comparable domestic peers in light of the absence of a clear rationale.


Page 294 of 294

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The information, opinions estimates or forecasts contained in this document were obtained from sources

reasonably believed to be reliable and are subject to change at any time. The report reflects voting

instructions given, not votes cast and the information has been provided by an external supplier. BMO

Global Asset Management may from time to time deal in investments that may be mentioned herein on

behalf of their clients. © 2015 BMO Global Asset Management. All rights reserved. BMO Global Asset

Management is a trading name of F&C Management Limited, which is authorised and regulated by the

Financial Conduct Authority.

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