N-PX 1 amplify_npx.txt ANNUAL REPORT OF PROXY VOTING UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY INVESTMENT COMPANY ACT FILE NUMBER: 811-23108 NAME OF REGISTRANT: Amplify ETF Trust ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 310 South Hale Street Wheaton, IL 60187 NAME AND ADDRESS OF AGENT FOR SERVICE: Christian Magoon Amplify ETF Trust 310 South Hale Street Wheaton, IL 60187 REGISTRANT'S TELEPHONE NUMBER: 855-267-3837 DATE OF FISCAL YEAR END: 10/31 DATE OF REPORTING PERIOD: 07/01/2018 - 06/30/2019 Amplify Advanced Battery Metals and Materials ETF -------------------------------------------------------------------------------------------------------------------------- AFRICAN RAINBOW MINERALS LIMITED Agenda Number: 710166643 -------------------------------------------------------------------------------------------------------------------------- Security: S01680107 Meeting Type: AGM Meeting Date: 07-Dec-2018 Ticker: ISIN: ZAE000054045 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting MEETING ID 120069 DUE TO SPLITTING OF RESOLUTIONS S.1. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU 1.O.1 RE-ELECTION OF DR M M M BAKANE-TUOANE Mgmt For For 2.O.2 RE-ELECTION OF MR A D BOTHA Mgmt For For 3.O.3 RE-ELECTION OF MR T A BOARDMAN Mgmt For For 4.O.4 RE-ELECTION OF MR W M GULE Mgmt For For 5.O.5 RE-ELECTION OF MR A K MADITSI Mgmt For For 6.O.6 ELECTION OF MS A M MUKHUBA Mgmt For For 7.O.7 RESOLVED THAT THE RE-APPOINTMENT OF ERNST & Mgmt Against Against YOUNG INC. AS THE EXTERNAL AUDITOR OF THE COMPANY BE AND IS HEREBY APPROVED AND THAT MR L I N TOMLINSON BE AND IS HEREBY RE-APPOINTED AS THE DESIGNATED AUDITOR FOR THE FINANCIAL YEAR ENDING 30 JUNE 2019, TO REMAIN IN OFFICE UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING 8.O81 TO ELECT THE FOLLOWING INDEPENDENT Mgmt For For NON-EXECUTIVE DIRECTOR AS MEMBER OF THE AUDIT AND RISK COMMITTEE (SUBJECT TO THEIR RE-ELECTION AS A DIRECTOR, IF APPLICABLE): MR T A BOARDMAN 8.O82 TO ELECT THE FOLLOWING INDEPENDENT Mgmt For For NON-EXECUTIVE DIRECTOR AS MEMBER OF THE AUDIT AND RISK COMMITTEE (SUBJECT TO THEIR RE-ELECTION AS A DIRECTOR, IF APPLICABLE): DR M M M BAKANE-TUOANE 8.O83 TO ELECT THE FOLLOWING INDEPENDENT Mgmt For For NON-EXECUTIVE DIRECTOR AS MEMBER OF THE AUDIT AND RISK COMMITTEE (SUBJECT TO THEIR RE-ELECTION AS A DIRECTOR, IF APPLICABLE): MR A D BOTHA 8.O84 TO ELECT THE FOLLOWING INDEPENDENT Mgmt For For NON-EXECUTIVE DIRECTOR AS MEMBER OF THE AUDIT AND RISK COMMITTEE (SUBJECT TO THEIR RE-ELECTION AS A DIRECTOR, IF APPLICABLE): MR A K MADITSI 8.O85 TO ELECT THE FOLLOWING INDEPENDENT Mgmt For For NON-EXECUTIVE DIRECTOR AS MEMBER OF THE AUDIT AND RISK COMMITTEE (SUBJECT TO THEIR RE-ELECTION AS A DIRECTOR, IF APPLICABLE): MR J P MOLLER 8.O86 TO ELECT THE FOLLOWING INDEPENDENT Mgmt For For NON-EXECUTIVE DIRECTOR AS MEMBER OF THE AUDIT AND RISK COMMITTEE (SUBJECT TO THEIR RE-ELECTION AS A DIRECTOR, IF APPLICABLE): DR R V SIMELANE 9.O.9 ADOPTION OF 2018 CONDITIONAL SHARE PLAN Mgmt For For NB.10 NON-BINDING ADVISORY VOTE THE COMPANY'S Mgmt For For REMUNERATION POLICY NB.11 NON-BINDING ADVISORY VOTE THE COMPANY'S Mgmt For For REMUNERATION IMPLEMENTATION REPORT 12O12 PLACING CONTROL OF THE AUTHORISED BUT Mgmt For For UNISSUED COMPANY SHARES IN THE HANDS OF THE BOARD 13O13 GENERAL AUTHORITY TO ALLOT AND ISSUE SHARES Mgmt For For FOR CASH 141S1 TO INDIVIDUALLY AUTHORISE THE COMPANY TO Mgmt For For PAY THE FOLLOWING REMUNERATION TO NON-EXECUTIVE DIRECTORS WITH EFFECT FROM 1 JULY 2018: THE ANNUAL RETAINER FEES AS OUTLINED ON PAGE 139 OF THE NOTICE OF ANNUAL GENERAL MEETING 142S1 TO INDIVIDUALLY AUTHORISE THE COMPANY TO Mgmt For For PAY THE FOLLOWING REMUNERATION TO NON-EXECUTIVE DIRECTORS WITH EFFECT FROM 1 JULY 2018: THE FEES FOR ATTENDING BOARD MEETINGS AS OUTLINED ON PAGE 139 OF THE NOTICE OF ANNUAL GENERAL MEETING 15S.2 COMMITTEE MEETING ATTENDANCE FEES WITH Mgmt For For EFFECT FROM 1 JULY 2018 AS OUTLINED ON PAGE 140 OF THE NOTICE OF ANNUAL GENERAL MEETING 16S.3 FINANCIAL ASSISTANCE FOR SUBSCRIPTION FOR Mgmt For For SECURITIES 17S.4 FINANCIAL ASSISTANCE FOR RELATED OR Mgmt For For INTER-RELATED COMPANIES 18S.5 ISSUE OF SHARES IN CONNECTION WITH THE 2018 Mgmt For For CONDITIONAL SHARE PLAN 19S.6 GENERAL AUTHORITY TO REPURCHASE SHARES Mgmt For For -------------------------------------------------------------------------------------------------------------------------- ALBEMARLE CORPORATION Agenda Number: 934957361 -------------------------------------------------------------------------------------------------------------------------- Security: 012653101 Meeting Type: Annual Meeting Date: 07-May-2019 Ticker: ALB ISIN: US0126531013 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To approve the non-binding advisory Mgmt Against Against resolution approving the compensation of our named executive officers. 2a. Election of Director: Mary Lauren Brlas Mgmt For For 2b. Election of Director: William H. Hernandez Mgmt For For 2c. Election of Director: Luther C. Kissam IV Mgmt Against Against 2d. Election of Director: Douglas L. Maine Mgmt For For 2e. Election of Director: J. Kent Masters Mgmt Against Against 2f. Election of Director: James J. O'Brien Mgmt For For 2g. Election of Director: Diarmuid B. O'Connell Mgmt Against Against 2h. Election of Director: Dean L. Seavers Mgmt For For 2i. Election of Director: Gerald A. Steiner Mgmt Against Against 2j. Election of Director: Harriett Tee Taggart Mgmt Against Against 2k. Election of Director: Amb. Alejandro Wolff Mgmt Against Against 3. To ratify the appointment of Mgmt Against Against PricewaterhouseCoopers LLP as Albemarle's independent registered public accounting firm for the fiscal year ending December 31, 2019. -------------------------------------------------------------------------------------------------------------------------- ALTURA MINING LTD Agenda Number: 710081910 -------------------------------------------------------------------------------------------------------------------------- Security: Q0268Q119 Meeting Type: AGM Meeting Date: 21-Nov-2018 Ticker: ISIN: AU000000AJM9 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting THE PROPOSAL 1 AND VOTES CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT (AS REFERRED IN THE COMPANY ANNOUNCEMENT) VOTE ABSTAIN ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON THE ABOVE MENTIONED PROPOSAL/S, YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION 1 ADOPTION OF REMUNERATION REPORT Mgmt For For 2 RE-ELECTION OF MR BENG TEIK KUAN AS A Mgmt For For DIRECTOR 3 RE-ELECTION OF MR ALLAN BUCKLER AS A Mgmt Against Against DIRECTOR -------------------------------------------------------------------------------------------------------------------------- ALTURA MINING LTD Agenda Number: 710552438 -------------------------------------------------------------------------------------------------------------------------- Security: Q0268Q119 Meeting Type: OGM Meeting Date: 22-Mar-2019 Ticker: ISIN: AU000000AJM9 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting ALL PROPOSALS AND VOTES CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT (AS REFERRED IN THE COMPANY ANNOUNCEMENT) VOTE ABSTAIN ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON THE ABOVE MENTIONED PROPOSAL/S, YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION 1 ISSUE OF SHARES AND OPTIONS TO A RELATED Mgmt For For PARTY - ALLAN BUCKLER 2 RATIFICATION OF PRIOR ISSUE OF SHARES AND Mgmt For For OPTIONS UNDER THE PLACEMENT 3 ISSUE OF SHARES AND OPTIONS TO A RELATED Mgmt For For PARTY UNDER THE PLACEMENT - JAMES BROWN 4 ISSUE OF SHARES AND OPTIONS TO A RELATED Mgmt For For PARTY UNDER THE PLACEMENT - PAUL MANTELL 5 ISSUE OF SHARES AND OPTIONS TO A RELATED Mgmt For For PARTY UNDER THE PLACEMENT - B T KUAN 6 RATIFICATION OF PRIOR ISSUE OF SHARES AND Mgmt For For OPTIONS UNDER THE SPP -------------------------------------------------------------------------------------------------------------------------- AMG ADVANCED METALLURGICAL GROUP N.V. Agenda Number: 710182368 -------------------------------------------------------------------------------------------------------------------------- Security: N04897109 Meeting Type: EGM Meeting Date: 18-Dec-2018 Ticker: ISIN: NL0000888691 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 OPENING OF THE GENERAL MEETING Non-Voting 2 IT IS PROPOSED TO APPOINT FRANK LOEHNER AS Mgmt For For MEMBER OF THE SUPERVISORY BOARD WHERE ALL DETAILS AS LAID DOWN IN ARTICLE 2:158 PARAGRAPH 5, SECTION 2:142 PARAGRAPH 3 OF THE DUTCH CIVIL CODE ARE AVAILABLE FOR THE GENERAL MEETING OF SHAREHOLDERS. UPON APPOINTMENT OF MR. LOEHNER, THE SUPERVISORY BOARD WILL BE COMPRISED OF SIX (6) MEMBERS. UPON HIS APPOINTMENT, MR. LOEHNER WILL BECOME A MEMBER OF THE AUDIT RISK MANAGEMENT COMMITTEE OF THE SUPERVISORY BOARD. THE SUPERVISORY BOARD PROPOSES (NON-BINDING NOMINATION) TO APPOINT MR. FRANK LOEHNER AS MEMBER OF THE SUPERVISORY BOARD WITH EFFECT FROM DECEMBER 18TH, 2018 UNTIL IMMEDIATELY AFTER THE ANNUAL GENERAL MEETING IN 2022 3 ANY OTHER BUSINESS Non-Voting 4 CLOSING OF THE GENERAL MEETING Non-Voting -------------------------------------------------------------------------------------------------------------------------- AMG ADVANCED METALLURGICAL GROUP NV Agenda Number: 710760984 -------------------------------------------------------------------------------------------------------------------------- Security: N04897109 Meeting Type: AGM Meeting Date: 01-May-2019 Ticker: ISIN: NL0000888691 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 OPEN MEETING Non-Voting 2.A RECEIVE REPORT OF MANAGEMENT BOARD Non-Voting 2.B DISCUSS REMUNERATION POLICY Non-Voting 2.C DISCUSS ON THE COMPANY'S DIVIDEND POLICY Non-Voting 3.A ADOPT FINANCIAL STATEMENTS Mgmt For For 3.B APPROVE DIVIDENDS OF EUR 0.50 PER SHARE Mgmt For For 4 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For 5 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For 6.A REELECT STEVE HANKE TO SUPERVISORY BOARD Mgmt For For 6.B ELECT DAGMAR BOTTENBRUCH TO SUPERVISORY Mgmt For For BOARD 7.1 GRANT BOARD AUTHORITY TO ISSUE SHARES UP TO Mgmt For For 10 PERCENT OF ISSUED CAPITAL 7.2 AUTHORIZE BOARD TO EXCLUDE PREEMPTIVE Mgmt For For RIGHTS FROM SHARE ISSUANCES 8 AUTHORIZE REPURCHASE OF UP TO 10 PERCENT OF Mgmt For For ISSUED SHARE CAPITAL 9 OTHER BUSINESS Non-Voting 10 CLOSE MEETING Non-Voting -------------------------------------------------------------------------------------------------------------------------- ASSORE LIMITED Agenda Number: 710155929 -------------------------------------------------------------------------------------------------------------------------- Security: S07525116 Meeting Type: AGM Meeting Date: 30-Nov-2018 Ticker: ISIN: ZAE000146932 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management O.1 RE-ELECTION OF MS TN MGODUSO AS A DIRECTOR Mgmt For For OF THE COMPANY O.2 RE-ELECTION OF MR S MHLARHI AS A DIRECTOR Mgmt For For OF THE COMPANY O.3 RE-ELECTION OF MR EM SOUTHEY AS A MEMBER Mgmt For For AND CHAIRMAN OF THE AUDIT AND RISK COMMITTEE OF THE COMPANY O.4 RE-ELECTION OF MR WF URMSON AS A MEMBER OF Mgmt For For THE AUDIT AND RISK COMMITTEE OF THE COMPANY O.5 RE-ELECTION OF MR S MHLARHI AS A MEMBER OF Mgmt For For THE AUDIT AND RISK COMMITTEE OF THE COMPANY NB.1 ADVISORY ENDORSEMENT OF THE REMUNERATION Mgmt For For POLICY NB.2 ADVISORY ENDORSEMENT OF THE IMPLEMENTATION Mgmt For For PLAN S.1 APPROVAL OF NON-EXECUTIVE DIRECTORS' Mgmt For For REMUNERATION S.2 APPROVAL OF EXECUTIVE DIRECTORS' Mgmt For For REMUNERATION S.3 GENERAL AUTHORISATION TO ASSORE DIRECTORS Mgmt For For TO PROVIDE FINANCIAL ASSISTANCE TO SUBSIDIARY AND INTER-RELATED COMPANIES OF ASSORE -------------------------------------------------------------------------------------------------------------------------- CHINA MOLYBDENUM CO LTD Agenda Number: 711066919 -------------------------------------------------------------------------------------------------------------------------- Security: Y1503Z105 Meeting Type: CLS Meeting Date: 14-Jun-2019 Ticker: ISIN: CNE100000114 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND Non-Voting PROXY FORM ARE AVAILABLE BY CLICKING ON THE URL LINKS: HTTP://WWW3.HKEXNEWS.HK/LISTEDCO/LISTCONEWS /SEHK/2019/0426/LTN201904262483.PDF AND HTTP://WWW3.HKEXNEWS.HK/LISTEDCO/LISTCONEWS /SEHK/2019/0426/LTN201904262442.PDF 1 TO CONSIDER AND APPROVE THE GRANTING OF A Mgmt For For GENERAL MANDATE TO THE BOARD OF THE COMPANY TO REPURCHASE H SHARES -------------------------------------------------------------------------------------------------------------------------- CHINA MOLYBDENUM CO LTD Agenda Number: 711224573 -------------------------------------------------------------------------------------------------------------------------- Security: Y1503Z105 Meeting Type: AGM Meeting Date: 14-Jun-2019 Ticker: ISIN: CNE100000114 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting MEETING ID 228925 DUE TO RECEIPT OF ADDITIONAL RESOLUTION 24. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. 1 TO RECEIVE AND CONSIDER THE PROPOSAL IN Mgmt For For RESPECT OF THE FINANCIAL REPORT AND FINANCIAL STATEMENTS OF CHINA MOLYBDENUM CO., LTD. FOR THE YEAR 2018 2 TO CONSIDER AND APPROVE THE PROPOSAL IN Mgmt For For RESPECT OF THE BUDGET REPORT OF CHINA MOLYBDENUM CO., LTD. FOR THE YEAR 2019 3 TO CONSIDER AND APPROVE THE PROFIT Mgmt For For DISTRIBUTION PLAN OF CHINA MOLYBDENUM CO., LTD. FOR THE YEAR 2018: THE COMPANY DISTRIBUTED A TOTAL CASH DIVIDEND OF RMB1,641,542,284.31 (RMB0.076 PER SHARE (TAX INCLUSIVE)) BASED ON THE TOTAL SHARE CAPITAL OF 21,599,240,583 SHARES OF THE COMPANY. THE SAID PROFIT DISTRIBUTION PLAN HAD BEEN COMPLETELY IMPLEMENTED 4 TO RECEIVE AND CONSIDER THE PROPOSAL IN Mgmt For For RESPECT OF THE REPORT OF THE BOARD OF DIRECTORS OF CHINA MOLYBDENUM CO., LTD. FOR THE YEAR 2018 5 TO RECEIVE AND CONSIDER THE PROPOSAL IN Mgmt For For RESPECT OF THE REPORT OF THE SUPERVISORY COMMITTEE OF CHINA MOLYBDENUM CO., LTD. FOR THE YEAR 2018 6 TO RECEIVE AND CONSIDER THE PROPOSAL IN Mgmt For For RESPECT OF THE ANNUAL REPORT OF CHINA MOLYBDENUM CO., LTD. FOR THE YEAR 2018 7 TO CONSIDER AND APPROVE THE PROPOSAL IN Mgmt For For RESPECT OF THE REAPPOINTMENT OF THE EXTERNAL AUDITORS FOR THE YEAR 2019: DELOITTE TOUCHE TOHMATSU CERTIFIED PUBLIC ACCOUNTANTS LLP 8 TO CONSIDER AND APPROVE THE PROPOSAL IN Mgmt For For RESPECT OF THE PURCHASE OF STRUCTURED DEPOSIT WITH INTERNAL IDLE FUND 9 TO CONSIDER AND APPROVE THE PROPOSAL IN Mgmt For For RESPECT OF THE PURCHASE OF WEALTH MANAGEMENT OR ENTRUSTED WEALTH MANAGEMENT PRODUCTS WITH INTERNAL IDLE FUND 10 TO CONSIDER AND APPROVE THE PROPOSAL IN Mgmt For For RESPECT OF THE PROVISION OF FINANCIAL GUARANTEE TO DIRECT OR INDIRECT WHOLLY-OWNED SUBSIDIARIES 11 TO CONSIDER AND APPROVE THE PROPOSAL IN Mgmt For For RESPECT OF THE AUTHORIZATION TO THE BOARD OF DIRECTORS OF THE COMPANY TO DEAL WITH THE DISTRIBUTION OF INTERIM DIVIDEND AND QUARTERLY DIVIDEND FOR THE YEAR 2019 12 TO CONSIDER AND APPROVE THE PROPOSAL IN Mgmt For For RESPECT OF SEEKING AUTHORIZATION FROM SHAREHOLDERS' MEETING OF THE COMPANY OF THE GRANTING OF A GENERAL MANDATE TO THE BOARD OF DIRECTORS OF THE COMPANY FOR ISSUE OF A SHARES AND/OR H SHARES OF THE COMPANY 13 TO CONSIDER AND APPROVE THE PROPOSAL IN Mgmt For For RESPECT OF GRANTING OF A GENERAL MANDATE TO THE BOARD OF DIRECTORS OF THE COMPANY TO REPURCHASE H SHARES 14 TO CONSIDER AND APPROVE THE 'RESOLUTION IN Mgmt For For RELATION TO THE MATERIAL ASSET ACQUISITION OF THE COMPANY SATISFYING CONDITIONS OF MATERIAL ASSET REORGANIZATION OF LISTED COMPANIES' 15 TO CONSIDER AND APPROVE THE 'RESOLUTION IN Mgmt For For RELATION TO THE PLAN OF MATERIAL ASSET ACQUISITION OF THE COMPANY' 16 TO CONSIDER AND APPROVE THE 'RESOLUTION IN Mgmt For For RELATION TO THE MATERIAL ASSET ACQUISITION OF THE COMPANY NOT CONSTITUTING A RELATED PARTY TRANSACTION' 17 TO CONSIDER AND APPROVE THE 'RESOLUTION IN Mgmt For For RELATION TO THE MATERIAL ASSET ACQUISITION OF THE COMPANY NOT CONSTITUTING A REVERSE TAKEOVER AS STIPULATED IN ARTICLE 13 OF THE ADMINISTRATIVE MEASURES FOR MATERIAL ASSET REORGANIZATION OF LISTED COMPANIES' 18 TO CONSIDER AND APPROVE THE 'RESOLUTION IN Mgmt For For RELATION TO THE MATERIAL ASSET ACQUISITION OF THE COMPANY SATISFYING THE REQUIREMENTS UNDER ARTICLE 4 OF THE REGULATIONS CONCERNING THE STANDARDIZATION OF CERTAIN ISSUES OF MATERIAL ASSET REORGANIZATION OF LISTED COMPANIES' 19 TO CONSIDER AND APPROVE THE 'RESOLUTION IN Mgmt For For RELATION TO THE EXPLANATION OF WHETHER THE FLUCTUATION IN SHARE PRICE AS A RESULT OF THE MATERIAL ASSET ACQUISITION OF THE COMPANY REACHED THE RELEVANT STANDARDS UNDER ARTICLE 5 OF THE NOTICE CONCERNING THE STANDARDIZATION OF INFORMATION DISCLOSURE OF LISTED COMPANIES AND BEHAVIOUR OF EACH RELEVANT PARTY (ZHENG JIAN GONG SI ZI (2007) NO. 128)' 20 TO CONSIDER AND APPROVE THE 'RESOLUTION IN Mgmt For For RELATION TO THE MATERIAL ASSET ACQUISITION REPORT (DRAFT) OF CHINA MOLYBDENUM CO., LTD.' AND ITS SUMMARY 21 TO CONSIDER AND APPROVE THE 'RESOLUTION IN Mgmt For For RELATION TO EFFECT ON MAJOR FINANCIAL INDICATORS FROM THE DILUTION OF CURRENT RETURNS AS A RESULT OF THE MATERIAL ASSET ACQUISITION AND ITS REMEDIAL MEASURES' 22 TO CONSIDER AND APPROVE THE 'RESOLUTION IN Mgmt For For RELATION TO THE PROPOSED AUTHORIZATION TO THE BOARD AT THE GENERAL MEETING TO HANDLE ALL MATTERS RELATING TO THE MATERIAL ASSET ACQUISITION' 23 TO CONSIDER AND APPROVE THE 'RESOLUTION IN Mgmt For For RELATION TO THE SHAREHOLDERS' RETURN PLAN OF THE COMPANY FOR THE NEXT THREE YEARS (YEAR 2019-2021)' 24 PLEASE NOTE THAT THIS RESOLUTION IS A Shr For For SHAREHOLDER PROPOSAL: TO CONSIDER AND APPROVE THE PROPOSAL RELATING TO THE PROPOSED PROVISION OF FINANCING GUARANTEE WITH A TOTAL AMOUNT OF NOT MORE THAN RMB800 MILLION TO A JOINT VENTURE OF THE COMPANY CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND Non-Voting PROXY FORM ARE AVAILABLE BY CLICKING ON THE URL LINKS: HTTP://WWW3.HKEXNEWS.HK/LISTEDCO/LISTCONEWS /SEHK/2019/0426/LTN201904262418.PDF, HTTP://WWW3.HKEXNEWS.HK/LISTEDCO/LISTCONEWS /SEHK/2019/0426/LTN201904262473.PDF AND HTTP://WWW3.HKEXNEWS.HK/LISTEDCO/LISTCONEWS /SEHK/2019/0519/LTN20190519037.PDF -------------------------------------------------------------------------------------------------------------------------- CHINA MOLYBDENUM CO., LTD. Agenda Number: 709630316 -------------------------------------------------------------------------------------------------------------------------- Security: Y1503Z105 Meeting Type: EGM Meeting Date: 03-Aug-2018 Ticker: ISIN: CNE100000114 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO CONSIDER AND APPROVE THE PROPOSAL TO Mgmt Against Against RE-ELECT MR. LI CHAOCHUN AS AN EXECUTIVE DIRECTOR OF THE FIFTH SESSION OF THE BOARD 2 TO CONSIDER AND APPROVE THE PROPOSAL TO Mgmt For For RE-ELECT MR. LI FABEN AS AN EXECUTIVE DIRECTOR OF THE FIFTH SESSION OF THE BOARD 3 TO CONSIDER AND APPROVE THE PROPOSAL TO Mgmt For For RE-ELECT MR. YUAN HONGLIN AS A NON-EXECUTIVE DIRECTOR OF THE FIFTH SESSION OF THE BOARD 4 TO CONSIDER AND APPROVE THE PROPOSAL TO Mgmt For For RE-ELECT MR. MA HUI AS A NON-EXECUTIVE DIRECTOR OF THE FIFTH SESSION OF THE BOARD 5 TO CONSIDER AND APPROVE THE PROPOSAL TO Mgmt For For RE-ELECT MR. CHENG YUNLEI AS A NON-EXECUTIVE DIRECTOR OF THE FIFTH SESSION OF THE BOARD 6 TO CONSIDER AND APPROVE THE PROPOSAL TO Mgmt For For RE-ELECT MR. LI SHUHUA AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE FIFTH SESSION OF THE BOARD 7 TO CONSIDER AND APPROVE THE PROPOSAL TO Mgmt For For ELECT MS. YAN YE AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE FIFTH SESSION OF THE BOARD 8 TO CONSIDER AND APPROVE THE PROPOSAL TO Mgmt For For ELECT MR. WANG YOUGUI AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE FIFTH SESSION OF THE BOARD 9 TO CONSIDER AND APPROVE THE PROPOSAL TO Mgmt For For RE-ELECT MR. ZHANG ZHENHAO AS A NON-EMPLOYEE REPRESENTATIVE SUPERVISOR OF THE FIFTH SESSION OF THE SUPERVISORY COMMITTEE 10 TO CONSIDER AND APPROVE THE PROPOSAL TO Mgmt For For RE-ELECT MS. KOU YOUMIN AS A NON-EMPLOYEE REPRESENTATIVE SUPERVISOR OF THE FIFTH SESSION OF THE SUPERVISORY COMMITTEE 11 TO CONSIDER AND APPROVE THE PROPOSED Mgmt For For AUTHORIZATION TO THE BOARD TO DETERMINE THE REMUNERATION OF THE DIRECTORS AND THE SUPERVISORS CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND Non-Voting PROXY FORM ARE AVAILABLE BY CLICKING ON THE URL LINKS: HTTP://WWW.HKEXNEWS.HK/LISTEDCO/LISTCONEWS/ SEHK/2018/0614/LTN201806141069.PDF AND HTTP://WWW.HKEXNEWS.HK/LISTEDCO/LISTCONEWS/ SEHK/2018/0614/LTN201806141093.PDF -------------------------------------------------------------------------------------------------------------------------- CHINA MOLYBDENUM CO., LTD. Agenda Number: 710495412 -------------------------------------------------------------------------------------------------------------------------- Security: Y1503Z105 Meeting Type: CLS Meeting Date: 28-Mar-2019 Ticker: ISIN: CNE100000114 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND Non-Voting PROXY FORM ARE AVAILABLE BY CLICKING ON THE URL LINKS: HTTP://WWW3.HKEXNEWS.HK/LISTEDCO/LISTCONEWS /SEHK/2019/0201/LTN201902013491.PDF AND HTTP://WWW3.HKEXNEWS.HK/LISTEDCO/LISTCONEWS /SEHK/2019/0201/LTN201902013505.PDF 1 TO CONSIDER AND APPROVE THE GRANTING OF A Mgmt For For GENERAL MANDATE TO THE BOARD OF DIRECTORS OF THE COMPANY TO REPURCHASE H SHARES -------------------------------------------------------------------------------------------------------------------------- CHINA MOLYBDENUM CO., LTD. Agenda Number: 710751769 -------------------------------------------------------------------------------------------------------------------------- Security: Y1503Z105 Meeting Type: EGM Meeting Date: 28-Mar-2019 Ticker: ISIN: CNE100000114 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting MEETING ID 158882 DUE TO ADDITIONAL OF RESOLUTION 5. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED IF VOTE DEADLINE EXTENSIONS ARE GRANTED. THEREFORE PLEASE REINSTRUCT ON THIS MEETING NOTICE ON THE NEW JOB. IF HOWEVER VOTE DEADLINE EXTENSIONS ARE NOT GRANTED IN THE MARKET, THIS MEETING WILL BE CLOSED AND YOUR VOTE INTENTIONS ON THE ORIGINAL MEETING WILL BE APPLICABLE. PLEASE ENSURE VOTING IS SUBMITTED PRIOR TO CUTOFF ON THE ORIGINAL MEETING, AND AS SOON AS POSSIBLE ON THIS NEW AMENDED MEETING. THANK YOU CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND Non-Voting PROXY FORM ARE AVAILABLE BY CLICKING ON THE URL LINKS: HTTP://WWW3.HKEXNEWS.HK/LISTEDCO/LISTCONEWS /SEHK/2019/0201/LTN201902013481.PDF AND HTTP://WWW3.HKEXNEWS.HK/LISTEDCO/LISTCONEWS /SEHK/2019/0201/LTN201902013497.PDF AND HTTP://WWW3.HKEXNEWS.HK/LISTEDCO/LISTCONEWS /SEHK/2019/0313/LTN20190313539.PDF AND HTTP://WWW3.HKEXNEWS.HK/LISTEDCO/LISTCONEWS /SEHK/2019/0313/LTN20190313570.PDF 1 TO CONSIDER AND APPROVE THE PROPOSED Mgmt For For ELECTION OF MR. GUO YIMIN AS A NON-EXECUTIVE DIRECTOR OF THE FIFTH SESSION OF THE BOARD OF DIRECTORS OF THE COMPANY 2 TO CONSIDER AND APPROVE THE PROPOSAL IN Mgmt For For RESPECT OF THE PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION 3 TO CONSIDER AND APPROVE THE GRANTING OF A Mgmt For For GENERAL MANDATE TO THE BOARD OF DIRECTORS OF THE COMPANY TO REPURCHASE H SHARES 4 TO CONSIDER AND APPROVE THE "RESOLUTION IN Mgmt For For RELATION TO THE PURCHASE OF LIABILITY INSURANCE FOR DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT 5 PLEASE NOTE THAT THIS RESOLUTION IS A Shr For For SHAREHOLDER PROPOSAL: TO CONSIDER AND APPROVE THE PROPOSED PROVISION OF GUARANTEE TO AN INDIRECTLY WHOLLY-OWNED SUBSIDIARY OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- CLEAN TEQ HOLDINGS LTD Agenda Number: 710050129 -------------------------------------------------------------------------------------------------------------------------- Security: Q2509V105 Meeting Type: AGM Meeting Date: 22-Nov-2018 Ticker: ISIN: AU000000CLQ2 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting PROPOSALS 1, 5 TO 7 AND VOTES CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT (AS REFERRED IN THE COMPANY ANNOUNCEMENT) VOTE ABSTAIN ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON THE ABOVE MENTIONED PROPOSAL/S, YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION 1 ADOPTION OF REMUNERATION REPORT Mgmt For For 2 ELECTION OF MS JUDITH DOWNES AS A DIRECTOR Mgmt For For OF THE COMPANY 3 RE-ELECTION OF MR ROBERT FRIEDLAND AS A Mgmt For For DIRECTOR OF THE COMPANY 4 RE-ELECTION OF MR IAN KNIGHT AS A DIRECTOR Mgmt For For OF THE COMPANY 5 APPROVAL TO ISSUE 100,757 PERFORMANCE Mgmt For For RIGHTS TO MR SAM RIGGALL 6 APPROVAL TO ISSUE 142,341 PERFORMANCE Mgmt For For RIGHTS TO MR SAM RIGGALL 7 APPROVAL TO ISSUE 78,192 SHARES TO MR SAM Mgmt For For RIGGALL -------------------------------------------------------------------------------------------------------------------------- COBALT 27 CAPITAL CORP. Agenda Number: 709761135 -------------------------------------------------------------------------------------------------------------------------- Security: 19075M309 Meeting Type: MIX Meeting Date: 14-Aug-2018 Ticker: ISIN: CA19075M3093 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting TO VOTE 'IN FAVOR' OR 'AGAINST' ONLY FOR RESOLUTIONS 1, 4 AND 5 AND 'IN FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION NUMBERS 2.A TO 2.G AND 3. THANK YOU 1 TO SET THE NUMBER OF DIRECTORS AT 7 Mgmt For For 2.A ELECTION OF DIRECTOR: ANTHONY MILEWSKI Mgmt For For 2.B ELECTION OF DIRECTOR: JUSTIN COCHRANE Mgmt For For 2.C ELECTION OF DIRECTOR: NICHOLAS FRENCH Mgmt Against Against 2.D ELECTION OF DIRECTOR: FRANK ESTERGAARD Mgmt Against Against 2.E ELECTION OF DIRECTOR: JOHN KANELLITSAS Mgmt Against Against 2.F ELECTION OF DIRECTOR: CANDACE MACGIBBON Mgmt For For 2.G ELECTION OF DIRECTOR: PHILIP WILLIAMS Mgmt For For 3 APPOINTMENT OF KPMG LLP AS AUDITORS OF THE Mgmt For For COMPANY FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION 4 TO CONSIDER, AND IF DEEMED ADVISABLE, TO Mgmt Against Against APPROVE, WITH OR WITHOUT VARIATION, AN ORDINARY RESOLUTION AUTHORIZING THE OMNIBUS LONG-TERM INCENTIVE PLAN OF THE COMPANY, AS MORE PARTICULARLY DESCRIBED IN THE COMPANY'S INFORMATION CIRCULAR 5 TO CONSIDER, AND IF DEEMED ADVISABLE, TO Mgmt For For APPROVE, WITH OR WITHOUT VARIATION, AN ORDINARY RESOLUTION AUTHORIZING THE AMENDED AND RESTATED ARTICLES OF THE COMPANY, AS MORE PARTICULARLY DESCRIBED IN THE COMPANY'S INFORMATION CIRCULAR -------------------------------------------------------------------------------------------------------------------------- ERAMET SA Agenda Number: 710891979 -------------------------------------------------------------------------------------------------------------------------- Security: F3145H130 Meeting Type: MIX Meeting Date: 23-May-2019 Ticker: ISIN: FR0000131757 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting ONLY VALID VOTE OPTIONS ARE "FOR" AND "AGAINST" A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE. CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS THAT Non-Voting DO NOT HOLD SHARES DIRECTLY WITH A FRENCH CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE CMMT IN CASE AMENDMENTS OR NEW RESOLUTIONS ARE Non-Voting PRESENTED DURING THE MEETING, YOUR VOTE WILL DEFAULT TO 'ABSTAIN'. SHARES CAN ALTERNATIVELY BE PASSED TO THE CHAIRMAN OR A NAMED THIRD PARTY TO VOTE ON ANY SUCH ITEM RAISED. SHOULD YOU WISH TO PASS CONTROL OF YOUR SHARES IN THIS WAY, PLEASE CONTACT YOUR BROADRIDGE CLIENT SERVICE REPRESENTATIVE. THANK YOU CMMT 10 MAY 2019: PLEASE NOTE THAT IMPORTANT Non-Voting ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://www.journal-officiel.gouv.fr/public ations/balo/pdf/2019/0405/201904051900870.pd f AND https://www.journal-officiel.gouv.fr/public ations/balo/pdf/2019/0506/201905061901552.pd f; 08 MAY 2019: PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF URL LINK AND CHANGE IN NUMBERING OF RESOLUTIONS E.5 AND E.6. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. O.1 APPROVAL OF THE CORPORATE FINANCIAL Mgmt For For STATEMENTS AND OPERATIONS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018 O.2 APPROVAL OF THE CONSOLIDATED FINANCIAL Mgmt For For STATEMENTS AND OPERATIONS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018 O.3 REGULATED AGREEMENTS Mgmt For For O.4 ALLOCATION OF INCOME Mgmt For For E.5 AMENDMENT TO ARTICLE 1 OF THE BY-LAWS Mgmt For For E.6 AMENDMENT TO ARTICLE 10.1 OF THE BY-LAWS Mgmt For For O.7 APPOINTMENT OF MR. FRANCOIS CORBIN AS Mgmt Against Against DIRECTOR AS A REPLACEMENT FOR MR. GEORGES DUVAL WHOSE TERM OF OFFICE EXPIRES BY THE END OF THE PRESENT GENERAL MEETING O.8 RENEWAL OF THE TERM OF OFFICE OF MR. Mgmt Against Against CYRILLE DUVAL AS DIRECTOR O.9 RENEWAL OF THE TERM OF OFFICE OF MRS. Mgmt Against Against NATHALIE DE LA FOURNIERE AS A DIRECTOR O.10 RENEWAL OF THE TERM OF OFFICE OF MR. Mgmt Against Against JEAN-YVES GILET AS DIRECTOR O.11 RENEWAL OF THE TERM OF OFFICE OF MRS. Mgmt Against Against MANOELLE LEPOUTRE AS A DIRECTOR O.12 RENEWAL OF THE TERM OF OFFICE OF MR. CLAUDE Mgmt Against Against TENDIL AS DIRECTOR O.13 APPOINTMENT OF MR. EMERIC BURIN DES ROZIERS Mgmt Against Against AS DIRECTOR AS A REPLACEMENT FOR MR. ANTOINE TREUILLE WHOSE TERM OF OFFICE EXPIRES BY THE END OF THE PRESENT GENERAL MEETING O.14 APPOINTMENT OF MR. JEROME DUVAL AS DIRECTOR Mgmt Against Against AS A REPLACEMENT FOR MR. EDOUARD DUVAL WHOSE TERM OF OFFICE EXPIRES BY THE END OF THE PRESENT GENERAL MEETING O.15 APPROVAL OF THE PRINCIPLES AND CRITERIA FOR Mgmt For For DETERMINING, DISTRIBUTING AND ALLOCATING THE FIXED, VARIABLE AND EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND ATTRIBUTABLE TO THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER - "SAY ON PAY EX ANTE" O.16 APPROVAL OF THE FIXED, VARIABLE AND Mgmt For For EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND PAID OR AWARDED FOR THE FINANCIAL YEAR 2018 TO MRS. CHRISTEL BORIES AS CHAIRMAN AND CHIEF EXECUTIVE OFFICER - "SAY ON PAY EX POST" O.17 AUTHORIZATION TO TRADE IN THE SHARES OF THE Mgmt For For COMPANY E.18 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For BOARD OF DIRECTORS FOR THE INCORPORATION OF RESERVES, PROFITS, PREMIUMS OR OTHERS WHOSE CAPITALIZATION WOULD BE ALLOWED E.19 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL BY ISSUING COMMON SHARES OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE CAPITAL WITH RETENTION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT OF THE SHAREHOLDERS E.20 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL BY ISSUING COMMON SHARES OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE CAPITAL WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT OF THE SHAREHOLDERS, AS PART OF A PUBLIC OFFERING E.21 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL BY ISSUING COMMON SHARES OR ALL TRANSFERABLE SECURITIES GRANTING ACCESS TO THE CAPITAL WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT OF THE SHAREHOLDERS, PURSUANT TO SECTION II OF ARTICLE L. 411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE E.22 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For BOARD OF DIRECTORS TO ISSUE COMMON SHARES AS A RESULT OF THE ISSUE BY SUBSIDIARIES OF THE COMPANY OF TRANSFERABLE SECURITIES GRANTING ACCESS TO THE CAPITAL OF THE COMPANY E.23 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL BY ISSUING SHARES OR ANY TRANSFERRABLE SECURITIES GRANTING ACCESS TO THE CAPITAL AS COMPENSATION FOR CONTRIBUTIONS IN KIND RELATING TO EQUITY SECURITIES OR TRANSFERRABLE SECURITIES GRANTING ACCESS TO THE CAPITAL, WITH CANCELLATION OF THE SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION RIGHT E.24 LIMITATION OF THE ISSUE AMOUNT Mgmt For For E.25 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For BOARD OF DIRECTORS TO INCREASE THE CAPITAL RESERVED FOR EMPLOYEES WITH CANCELLATION OF SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION RIGHT E.26 AUTHORIZATION TO REDUCE THE CAPITAL BY Mgmt For For CANCELLATION OF SECURITIES O.27 POWERS Mgmt For For -------------------------------------------------------------------------------------------------------------------------- FIRST QUANTUM MINERALS LTD Agenda Number: 710870557 -------------------------------------------------------------------------------------------------------------------------- Security: 335934105 Meeting Type: AGM Meeting Date: 09-May-2019 Ticker: ISIN: CA3359341052 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting TO VOTE 'IN FAVOR' OR 'AGAINST' ONLY FOR RESOLUTIONS 1, 4 AND 'IN FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION NUMBERS 2.1 TO 2.9 AND 3. THANK YOU 1 TO FIX THE NUMBER OF DIRECTORS AT 9 Mgmt For For 2.1 ELECTION OF DIRECTOR: PHILIP K.R. PASCALL Mgmt Against Against 2.2 ELECTION OF DIRECTOR: G. CLIVE NEWALL Mgmt For For 2.3 ELECTION OF DIRECTOR: KATHLEEN HOGENSON Mgmt For For 2.4 ELECTION OF DIRECTOR: PETER ST. GEORGE Mgmt Against Against 2.5 ELECTION OF DIRECTOR: ANDREW ADAMS Mgmt Against Against 2.6 ELECTION OF DIRECTOR: PAUL BRUNNER Mgmt Against Against 2.7 ELECTION OF DIRECTOR: ROBERT HARDING Mgmt For For 2.8 ELECTION OF DIRECTOR: SIMON SCOTT Mgmt For For 2.9 ELECTION OF DIRECTOR: JOANNE WARNER Mgmt For For 3 APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP Mgmt Against Against (UK) AS AUDITORS OF THE COMPANY FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION 4 TO ACCEPT THE APPROACH TO EXECUTIVE Mgmt For For COMPENSATION DISCLOSED IN THE COMPANY'S MANAGEMENT INFORMATION CIRCULAR DELIVERED IN ADVANCE OF THE 2019 ANNUAL MEETING OF SHAREHOLDERS -------------------------------------------------------------------------------------------------------------------------- FREEPORT-MCMORAN INC. Agenda Number: 935006800 -------------------------------------------------------------------------------------------------------------------------- Security: 35671D857 Meeting Type: Annual Meeting Date: 12-Jun-2019 Ticker: FCX ISIN: US35671D8570 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Richard C. Adkerson Mgmt For For 1.2 Election of Director: Gerald J. Ford Mgmt Against Against 1.3 Election of Director: Lydia H. Kennard Mgmt For For 1.4 Election of Director: Dustan E. McCoy Mgmt Against Against 1.5 Election of Director: Frances Fragos Mgmt Against Against Townsend 2. Ratification of the appointment of Ernst & Mgmt Against Against Young LLP as our independent registered public accounting firm for 2019. 3. Approval, on an advisory basis, of the Mgmt Against Against compensation of our named executive officers. -------------------------------------------------------------------------------------------------------------------------- GALAXY RESOURCES LTD Agenda Number: 710996440 -------------------------------------------------------------------------------------------------------------------------- Security: Q39596194 Meeting Type: AGM Meeting Date: 28-May-2019 Ticker: ISIN: AU000000GXY2 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting PROPOSALS 1, 3 AND VOTES CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT (AS REFERRED IN THE COMPANY ANNOUNCEMENT) VOTE ABSTAIN ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON THE ABOVE MENTIONED PROPOSAL/S, YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION 1 ADOPTION OF REMUNERATION REPORT Mgmt For For 2 ELECTION OF DIRECTOR - MR ALAN FITZPATRICK Mgmt For For 3 APPROVAL OF INCENTIVE AWARD PLAN Mgmt Against -------------------------------------------------------------------------------------------------------------------------- GLENCORE PLC Agenda Number: 710709835 -------------------------------------------------------------------------------------------------------------------------- Security: G39420107 Meeting Type: AGM Meeting Date: 09-May-2019 Ticker: ISIN: JE00B4T3BW64 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE THE COMPANY'S ACCOUNTS AND THE Mgmt For For REPORTS OF THE DIRECTORS AND AUDITORS FOR THE YEAR ENDED 31 DECEMBER 2018 2 TO APPROVE THAT THE COMPANY'S CAPITAL Mgmt For For CONTRIBUTION RESERVES (FORMING PART OF ITS SHARE PREMIUM ACCOUNT) BE REDUCED BY USD2,800,000,000 (THE REDUCTION SUM) AND BE REPAID TO SHAREHOLDERS AS PER THE TERMS SET OUT IN THE NOTICE OF MEETING 3 TO RE-ELECT ANTHONY HAYWARD (CHAIRMAN) AS A Mgmt For For DIRECTOR 4 TO RE-ELECT IVAN GLASENBERG (CHIEF Mgmt For For EXECUTIVE OFFICER) AS A DIRECTOR 5 TO RE-ELECT PETER COATES (NON-EXECUTIVE Mgmt For For DIRECTOR) AS A DIRECTOR 6 TO RE-ELECT LEONHARD FISCHER (INDEPENDENT Mgmt Against Against NON-EXECUTIVE DIRECTOR) AS A DIRECTOR 7 TO RE-ELECT MARTIN GILBERT (INDEPENDENT Mgmt Against Against NON-EXECUTIVE DIRECTOR) AS A DIRECTOR 8 TO RE-ELECT JOHN MACK (INDEPENDENT Mgmt Against Against NON-EXECUTIVE DIRECTOR) AS A DIRECTOR 9 TO RE-ELECT GILL MARCUS (INDEPENDENT Mgmt For For NON-EXECUTIVE DIRECTOR) AS A DIRECTOR 10 TO RE-ELECT PATRICE MERRIN (INDEPENDENT Mgmt For For NON-EXECUTIVE DIRECTOR) AS A DIRECTOR 11 TO APPROVE THE DIRECTORS' REMUNERATION Mgmt Against Against REPORT IN THE 2018 ANNUAL REPORT 12 TO REAPPOINT DELOITTE LLP AS THE COMPANY'S Mgmt Against Against AUDITORS TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID 13 TO AUTHORISE THE AUDIT COMMITTEE TO FIX THE Mgmt Against Against REMUNERATION OF THE AUDITORS 14 TO RENEW THE AUTHORITY CONFERRED ON THE Mgmt For For DIRECTORS PURSUANT TO ARTICLE 10.2 OF THE COMPANY'S ARTICLES OF ASSOCIATION 15 SUBJECT TO AND CONDITIONALLY UPON THE Mgmt For For PASSING OF RESOLUTION 14 TO RENEW THE AUTHORITY CONFERRED ON THE DIRECTORS PURSUANT TO ARTICLE 10.2 OF THE COMPANY'S ARTICLES OF ASSOCIATION (THE ARTICLES) TO ALLOT SHARES OR GRANT RIGHTS TO SUBSCRIBE FOR OR TO CONVERT ANY SECURITY INTO SHARES FOR AN ALLOTMENT PERIOD 16 SUBJECT TO AND CONDITIONALLY UPON THE Mgmt For For PASSING OF RESOLUTION 14, TO EMPOWER THE DIRECTORS PURSUANT TO ARTICLE 10.3 OF THE ARTICLES TO ALLOT EQUITY SECURITIES FOR AN ALLOTMENT PERIOD 17 THAT THE COMPANY BE AND HEREBY GENERALLY Mgmt Against Against AND UNCONDITIONALLY AUTHORISED TO MAKE MARKET PURCHASES OF ORDINARY SHARES AS PER THE TERMS SET OUT IN THE NOTICE OF MEETING -------------------------------------------------------------------------------------------------------------------------- INDEPENDENCE GROUP NL Agenda Number: 710118034 -------------------------------------------------------------------------------------------------------------------------- Security: Q48886107 Meeting Type: AGM Meeting Date: 23-Nov-2018 Ticker: ISIN: AU000000IGO4 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting PROPOSALS 3 TO 6 AND VOTES CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT (AS REFERRED IN THE COMPANY ANNOUNCEMENT) VOTE ABSTAIN ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON THE ABOVE MENTIONED PROPOSAL/S, YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION 1 RE-ELECTION OF MR. PETER BILBE Mgmt Against Against 2 RE-ELECTION OF MR. KEITH SPENCE Mgmt For For 3 REMUNERATION REPORT Mgmt For For 4 ISSUE OF SERVICE RIGHTS TO MR. PETER Mgmt For For BRADFORD 5 ISSUE OF PERFORMANCE RIGHTS TO MR. PETER Mgmt For For BRADFORD 6 RATIFICATION OF ISSUE OF SHARES TO THE Mgmt For For CREASY GROUP -------------------------------------------------------------------------------------------------------------------------- JINCHUAN GROUP INTERNATIONAL RESOURCES CO. LTD. Agenda Number: 711100975 -------------------------------------------------------------------------------------------------------------------------- Security: G5138B102 Meeting Type: AGM Meeting Date: 19-Jun-2019 Ticker: ISIN: KYG5138B1023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting TO VOTE 'IN FAVOR' OR 'AGAINST' FOR ALL RESOLUTIONS, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND Non-Voting PROXY FORM ARE AVAILABLE BY CLICKING ON THE URL LINKS: HTTP://WWW3.HKEXNEWS.HK/LISTEDCO/LISTCONEWS /SEHK/2019/0429/LTN201904291715.PDF AND HTTP://WWW3.HKEXNEWS.HK/LISTEDCO/LISTCONEWS /SEHK/2019/0429/LTN201904291670.PDF 1 TO RECEIVE, CONSIDER AND ADOPT THE AUDITED Mgmt For For CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY AND ITS SUBSIDIARIES AND THE REPORTS OF THE DIRECTORS OF THE COMPANY (THE "DIRECTOR(S)") AND AUDITOR FOR THE YEAR ENDED 31 DECEMBER 2018 2.A TO RE-ELECT MR. ZHANG YOUDA AS A Mgmt For For NON-EXECUTIVE DIRECTOR 2.B TO RE-ELECT MR. YANG JINSHAN AS A Mgmt For For NON-EXECUTIVE DIRECTOR 2.C TO RE-ELECT MR. ZENG WEIBING AS A Mgmt For For NON-EXECUTIVE DIRECTOR 2.D TO RE-ELECT MR. YEN YUEN HO, TONY AS AN Mgmt For For INDEPENDENT NON-EXECUTIVE DIRECTOR 2.E TO AUTHORIZE THE BOARD OF DIRECTORS (THE Mgmt For For "BOARD") TO FIX THE REMUNERATION OF ALL DIRECTORS 3 TO RE-APPOINT DELOITTE TOUCHE TOHMATSU AS Mgmt For For AUDITOR AND TO AUTHORIZE THE BOARD TO FIX THEIR REMUNERATION 4 TO APPROVE THE PAYMENT OF A FINAL DIVIDEND Mgmt For For OF HK0.1 CENTS PER SHARE FOR THE YEAR ENDED 31 DECEMBER 2018 5 ORDINARY RESOLUTION AS SPECIFIED IN ITEM 5 Mgmt For For OF THE NOTICE OF ANNUAL GENERAL MEETING (TO GRANT A GENERAL MANDATE TO THE DIRECTORS TO ISSUE SHARES) 6 ORDINARY RESOLUTION AS SPECIFIED IN ITEM 6 Mgmt For For OF THE NOTICE OF ANNUAL GENERAL MEETING (TO GRANT A GENERAL MANDATE TO THE DIRECTORS TO REPURCHASE SHARES) 7 ORDINARY RESOLUTION AS SPECIFIED IN ITEM 7 Mgmt For For OF THE NOTICE OF ANNUAL GENERAL MEETING (TO GRANT AN EXTENSION OF THE GENERAL MANDATE TO ISSUE SHARES AS DESCRIBED IN RESOLUTION 5) 8 ORDINARY RESOLUTION AS SPECIFIED IN ITEM 8 Mgmt For For OF THE NOTICE OF ANNUAL GENERAL MEETING (TO GRANT A MANDATE TO THE BOARD TO ISSUE SHARES UNDER SHARE INCENTIVE SCHEME OF THE COMPANY) -------------------------------------------------------------------------------------------------------------------------- JINCHUAN GROUP INTERNATIONAL RESOURCES CO. LTD. Agenda Number: 711254437 -------------------------------------------------------------------------------------------------------------------------- Security: G5138B102 Meeting Type: EGM Meeting Date: 19-Jun-2019 Ticker: ISIN: KYG5138B1023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND Non-Voting PROXY FORM ARE AVAILABLE BY CLICKING ON THE URL LINKS: HTTP://WWW3.HKEXNEWS.HK/LISTEDCO/LISTCONEWS /SEHK/2019/0529/LTN20190529273.PDF AND HTTP://WWW3.HKEXNEWS.HK/LISTEDCO/LISTCONEWS /SEHK/2019/0529/LTN20190529245.PDF CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting TO VOTE 'IN FAVOR' OR 'AGAINST' FOR RESOLUTION 1, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING 1 TO APPROVE AND ADOPT THE NEW SHARE OPTION Mgmt For For SCHEME AND TO TERMINATE THE EXISTING SHARE OPTION SCHEME -------------------------------------------------------------------------------------------------------------------------- JOHNSON MATTHEY PLC Agenda Number: 709678544 -------------------------------------------------------------------------------------------------------------------------- Security: G51604166 Meeting Type: AGM Meeting Date: 26-Jul-2018 Ticker: ISIN: GB00BZ4BQC70 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE THE COMPANY'S ACCOUNTS FOR THE Mgmt For For YEAR ENDED 31ST MAR-18 2 TO APPROVE THE DIRECTORS REMUNERATION Mgmt For For REPORT OTHER THAN THE PART CONTAINING THE DIRECTORS REMUNERATION POLICY FOR THE YEAR ENDED 31ST MARCH 2018 3 TO DECLARE A FINAL DIVIDEND OF 58.25 PENCE Mgmt For For PER SHARE ON THE ORDINARY SHARES 4 TO ELECT MR J O HIGGINS AS A DIRECTOR OF Mgmt For For THE COMPANY 5 TO ELECT MR P THOMAS AS A DIRECTOR OF THE Mgmt For For COMPANY 6 TO RE-ELECT MS O DESFORGES AS A DIRECTOR OF Mgmt For For THE COMPANY 7 TO RE-ELECT MR AM FERGUSON AS A DIRECTOR OF Mgmt For For THE COMPANY 8 TO RE-ELECT DR JV GRIFFITHS AS A DIRECTOR Mgmt For For OF THE COMPANY 9 TO RE-ELECT MR RJ MACLEOD AS A DIRECTOR OF Mgmt For For THE COMPANY 10 TO RE-ELECT MRS AO MANZ AS A DIRECTOR OF Mgmt For For THE COMPANY 11 TO RE-ELECT MR CJ MOTTERSHEAD AS A DIRECTOR Mgmt For For OF THE COMPANY 12 TO RE-ELECT MR JF WALKER AS A DIRECTOR OF Mgmt For For THE COMPANY 13 TO APPOINT PRICEWATERHOUSECOOPERS LLP AS Mgmt Against Against AUDITOR FOR THE FORTHCOMING YEAR 14 TO AUTHORISE THE AUDIT COMMITTEE OF THE Mgmt Against Against BOARD TO DETERMINE THE REMUNERATION OF THE AUDITOR 15 TO AUTHORISE THE COMPANY AND ITS Mgmt For For SUBSIDIARIES TO MAKE POLITICAL DONATIONS AND INCUR POLITICAL EXPENDITURE WITHIN CERTAIN LIMITS 16 TO AUTHORISE THE DIRECTORS TO ALLOT SHARES Mgmt For For 17 TO DISAPPLY THE STATUTORY PRE-EMPTION Mgmt For For RIGHTS ATTACHING TO SHARES 18 TO DISAPPLY THE STATUTORY PRE-EMPTION Mgmt For For RIGHTS ATTACHING TO SHARES IN CONNECTION WITH AN ACQUISITION OR OTHER CAPITAL INVESTMENT 19 TO AUTHORISE THE COMPANY TO MAKE MARKET Mgmt For For PURCHASES OF ITS OWN SHARES 20 TO AUTHORISE THE COMPANY TO CALL GENERAL Mgmt For For MEETINGS OTHER THAN ANNUAL GENERAL MEETINGS ON NOT LESS THAN 14 CLEAR DAYS' NOTICE -------------------------------------------------------------------------------------------------------------------------- KATANGA MINING LTD Agenda Number: 710915969 -------------------------------------------------------------------------------------------------------------------------- Security: 485847107 Meeting Type: AGM Meeting Date: 01-May-2019 Ticker: ISIN: CA4858471077 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting TO VOTE 'IN FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION NUMBERS 1.A TO 1.G AND 2. THANK YOU 1.A ELECTION OF DIRECTOR: HUGH STOYELL Mgmt Against Against 1.B ELECTION OF DIRECTOR: DANNY CALLOW Mgmt For For 1.C ELECTION OF DIRECTOR: TERRY ROBINSON Mgmt Against Against 1.D ELECTION OF DIRECTOR: ROBERT WARDELL Mgmt Against Against 1.E ELECTION OF DIRECTOR: STEVE KALMIN Mgmt Against Against 1.F ELECTION OF DIRECTOR: TONY MOSER Mgmt For For 1.G ELECTION OF DIRECTOR: MIKE CIRICILLO Mgmt For For 2 APPOINTMENT OF DELOITTE & TOUCHE AS Mgmt Against Against AUDITORS OF THE COMPANY FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION -------------------------------------------------------------------------------------------------------------------------- KIDMAN RESOURCES LTD Agenda Number: 710050078 -------------------------------------------------------------------------------------------------------------------------- Security: Q5287V106 Meeting Type: AGM Meeting Date: 15-Nov-2018 Ticker: ISIN: AU000000KDR0 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting PROPOSALS 1, 5 TO 10 AND VOTES CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT (AS REFERRED IN THE COMPANY ANNOUNCEMENT) VOTE ABSTAIN ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON THE ABOVE MENTIONED PROPOSAL/S, YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION 1 ADOPTION OF REMUNERATION REPORT Mgmt For For 2 RE-ELECTION OF MR BRAD EVANS AS A DIRECTOR Mgmt For For OF THE COMPANY 3 ELECTION OF MR JOHN PIZZEY AS A DIRECTOR OF Mgmt For For THE COMPANY 4 ELECTION OF MR AARON COLLERAN AS A DIRECTOR Mgmt For For OF THE COMPANY 5 RATIFICATION OF PRIOR ISSUE OF UNLISTED Mgmt For For SHARE RIGHTS TO MR JOHN PIZZEY 6 RATIFICATION OF PRIOR ISSUE OF UNLISTED Mgmt For For PERFORMANCE RIGHTS TO EMPLOYEES OF THE COMPANY 7 APPROVAL OF THE OMNIBUS INCENTIVE PLAN Mgmt For For 8 APPROVAL TO GRANT PERFORMANCE RIGHTS TO MR Mgmt For For MARTIN DONOHUE 9 APPROVAL OF POTENTIAL TERMINATION BENEFITS Mgmt For For 10 APPROVAL OF TERMINATION BENEFITS TO MR Mgmt For For CHARLES MCGILL -------------------------------------------------------------------------------------------------------------------------- KIDMAN RESOURCES LTD Agenda Number: 710898240 -------------------------------------------------------------------------------------------------------------------------- Security: Q5287V106 Meeting Type: AGM Meeting Date: 09-May-2019 Ticker: ISIN: AU000000KDR0 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting PROPOSALS 1, 3 AND VOTES CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT (AS REFERRED IN THE COMPANY ANNOUNCEMENT) VOTE ABSTAIN ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON THE ABOVE MENTIONED PROPOSAL/S, YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION 1 ADOPTION OF REMUNERATION REPORT Mgmt For For 2 RE-ELECTION OF MR JOHN PIZZEY AS A DIRECTOR Mgmt For For OF THE COMPANY 3 RATIFICATION OF PRIOR ISSUE OF UNLISTED Mgmt For For SHARE RIGHTS TO MR JOHN PIZZEY -------------------------------------------------------------------------------------------------------------------------- LARGO RESOURCES LTD Agenda Number: 711302327 -------------------------------------------------------------------------------------------------------------------------- Security: 517103404 Meeting Type: MIX Meeting Date: 27-Jun-2019 Ticker: ISIN: CA5171034047 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting TO VOTE 'IN FAVOR' OR 'AGAINST' ONLY FOR RESOLUTIONS 1 AND 4 AND 'IN FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION NUMBERS 2.A TO 2.F AND 3. THANK YOU 1 TO SET THE NUMBER OF DIRECTORS AT SIX Mgmt For For 2.A ELECTION OF DIRECTOR: ALBERTO ARIAS Mgmt For For 2.B ELECTION OF DIRECTOR: DAVID BRACE Mgmt For For 2.C ELECTION OF DIRECTOR: JONATHAN LEE Mgmt For For 2.D ELECTION OF DIRECTOR: MARK SMITH Mgmt For For 2.E ELECTION OF DIRECTOR: DANIEL TELLECHEA Mgmt For For 2.F ELECTION OF DIRECTOR: KOKO YAMAMOTO Mgmt For For 3 APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP Mgmt Against Against AS AUDITORS OF THE COMPANY FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION 4 APPROVING A SPECIAL RESOLUTION, Mgmt Against Against SUBSTANTIALLY IN THE FORM SET OUT IN THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR, EMPOWERING THE BOARD OF DIRECTORS TO DETERMINE FROM TIME TO TIME THE NUMBER OF DIRECTORS OF THE COMPANY WITHIN THE MINIMUM AND MAXIMUM NUMBERS AS PROVIDED FOR IN THE ARTICLES OF THE COMPANY AND THE NUMBER OF DIRECTORS OF THE COMPANY TO BE ELECTED AT THE ANNUAL MEETING OF THE SHAREHOLDERS -------------------------------------------------------------------------------------------------------------------------- LITHIUM AMERICAS CORP Agenda Number: 711272120 -------------------------------------------------------------------------------------------------------------------------- Security: 53680Q207 Meeting Type: AGM Meeting Date: 26-Jun-2019 Ticker: ISIN: CA53680Q2071 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting TO VOTE 'IN FAVOR' OR 'AGAINST' ONLY FOR RESOLUTIONS 1, 4, 5 AND 6 AND 'IN FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION NUMBERS 2.1 TO 2.9 AND 3. THANK YOU 1 TO SET THE NUMBER OF DIRECTORS AT 9 Mgmt For For 2.1 ELECTION OF DIRECTOR: GEORGE IRELAND Mgmt For For 2.2 ELECTION OF DIRECTOR: JOHN KANELLITSAS Mgmt For For 2.3 ELECTION OF DIRECTOR: JONATHAN EVANS Mgmt For For 2.4 ELECTION OF DIRECTOR: GARY COHN Mgmt For For 2.5 ELECTION OF DIRECTOR: FABIANA CHUBBS Mgmt For For 2.6 ELECTION OF DIRECTOR: CHAIWAT KOVAVISARACH Mgmt For For 2.7 ELECTION OF DIRECTOR: WANG XIAOSHEN Mgmt For For 2.8 ELECTION OF DIRECTOR: FRANCO MIGNACCO Mgmt For For 2.9 ELECTION OF DIRECTOR: GABRIEL RUBACHA Mgmt For For 3 APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP Mgmt Abstain Against AS AUDITORS OF THE COMPANY FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION 4 TO CONSIDER, AND IF THOUGHT FIT, PASS AN Mgmt For For ORDINARY RESOLUTION, THE FULL TEXT OF WHICH IS SET FORTH IN THE MANAGEMENT INFORMATION CIRCULAR ACCOMPANYING THIS NOTICE, TO APPROVE THE UNALLOCATED ENTITLEMENTS UNDER THE COMPANY'S EQUITY INCENTIVE PLAN ALL AS MORE PARTICULARLY DESCRIBED THEREIN 5 TO CONSIDER, AND IF THOUGHT FIT, PASS AN Mgmt For For ORDINARY RESOLUTION, THE FULL TEXT OF WHICH IS SET FORTH IN THE MANAGEMENT INFORMATION CIRCULAR ACCOMPANYING THIS NOTICE, TO APPROVE THE ISSUANCE OF CERTAIN EQUITY INCENTIVE GRANTS ALL AS MORE PARTICULARLY DESCRIBED THEREIN 6 TO CONSIDER, AND IF THOUGHT FIT, PASS AN Mgmt For For ORDINARY RESOLUTION BY HOLDERS OF THE COMPANY'S COMMON SHARES ENTITLED TO VOTE ON SUCH RESOLUTION IN ACCORDANCE WITH MULTILATERAL INSTRUMENT 61-101 - PROTECTION OF MINORITY SECURITY HOLDERS IN SPECIAL TRANSACTIONS AND, TO THE EXTENT NECESSARY, IN ACCORDANCE WITH THE REQUIREMENTS OF THE TORONTO STOCK EXCHANGE, THE FULL TEXT OF WHICH IS SET FORTH ON SCHEDULE B IN THE MANAGEMENT INFORMATION CIRCULAR ACCOMPANYING THIS NOTICE, TO APPROVE THE PROJECT INVESTMENT, AS SUCH TERM IS DEFINED, AND ALL AS MORE PARTICULARLY DESCRIBED, THEREIN -------------------------------------------------------------------------------------------------------------------------- LIVENT CORPORATION Agenda Number: 934971501 -------------------------------------------------------------------------------------------------------------------------- Security: 53814L108 Meeting Type: Annual Meeting Date: 01-May-2019 Ticker: LTHM ISIN: US53814L1089 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Class I director: Michael F. Mgmt For For Barry 1b. Election of Class I director: Steven T. Mgmt Against Against Merkt 2. Ratification of the appointment of Mgmt For For independent registered public accounting firm -------------------------------------------------------------------------------------------------------------------------- LUNDIN MINING CORP Agenda Number: 710961093 -------------------------------------------------------------------------------------------------------------------------- Security: 550372106 Meeting Type: AGM Meeting Date: 10-May-2019 Ticker: ISIN: CA5503721063 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting TO VOTE 'IN FAVOR' OR 'AGAINST' ONLY FOR RESOLUTIONS 3 AND 4 AND 'IN FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION NUMBERS 1.1 TO 1.8 AND 2. THANK YOU 1.1 ELECTION OF DIRECTOR: DONALD K. CHARTER Mgmt Against Against 1.2 ELECTION OF DIRECTOR: JOHN H. CRAIG Mgmt For For 1.3 ELECTION OF DIRECTOR: MARIE INKSTER Mgmt For For 1.4 ELECTION OF DIRECTOR: PETER C. JONES Mgmt Against Against 1.5 ELECTION OF DIRECTOR: LUKAS H. LUNDIN Mgmt Against Against 1.6 ELECTION OF DIRECTOR: DALE C. PENIUK Mgmt Against Against 1.7 ELECTION OF DIRECTOR: WILLIAM A. RAND Mgmt Against Against 1.8 ELECTION OF DIRECTOR: CATHERINE J. G. Mgmt For For STEFAN 2 APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP, Mgmt Against Against CHARTERED PROFESSIONAL ACCOUNTANTS AS AUDITORS OF THE CORPORATION FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION 3 CONSIDERING AND, IF DEEMED APPROPRIATE, Mgmt Against Against PASSING AN ORDINARY, NON-BINDING RESOLUTION, ON AN ADVISORY BASIS AND NOT TO DIMINISH THE ROLE AND RESPONSIBILITIES OF THE BOARD, TO ACCEPT THE APPROACH TO EXECUTIVE COMPENSATION DISCLOSED IN THE CORPORATION'S MANAGEMENT INFORMATION CIRCULAR 4 CONSIDERING AND, IF DEEMED APPROPRIATE, Mgmt For For PASSING, WITH OR WITHOUT AMENDMENT, AN ORDINARY RESOLUTION TO APPROVE AN AMENDMENT TO THE 2014 SHARE UNIT PLAN OF THE CORPORATION TO INCREASE THE NUMBER OF COMMON SHARES RESERVED FOR ISSUANCE THEREUNDER BY 8,000,000 COMMON SHARES TO 14,000,000 COMMON SHARES, AS MORE PARTICULARLY DESCRIBED IN THE CORPORATION'S MANAGEMENT INFORMATION CIRCULAR -------------------------------------------------------------------------------------------------------------------------- METALS X LTD Agenda Number: 710054951 -------------------------------------------------------------------------------------------------------------------------- Security: Q60408129 Meeting Type: AGM Meeting Date: 28-Nov-2018 Ticker: ISIN: AU000000MLX7 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting PROPOSALS 1, 4, 5 AND VOTES CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT (AS REFERRED IN THE COMPANY ANNOUNCEMENT) VOTE ABSTAIN ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON THE ABOVE MENTIONED PROPOSAL/S, YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION 1 REMUNERATION REPORT Mgmt For For 2 RE-ELECTION OF SIMON HEGGEN AS DIRECTOR Mgmt For For 3 ELECTION OF DAMIEN MARANTELLI AS DIRECTOR Mgmt For For 4 RATIFICATION OF THE ISSUE OF SHARES UNDER Mgmt For For THE PLACEMENT 5 APPROVAL FOR ISSUE OF SECURITIES TO WARREN Mgmt For For HALLAM UNDER THE ESOP -------------------------------------------------------------------------------------------------------------------------- METALS X LTD Agenda Number: 710331288 -------------------------------------------------------------------------------------------------------------------------- Security: Q60408129 Meeting Type: EGM Meeting Date: 22-Jan-2019 Ticker: ISIN: AU000000MLX7 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting PROPOSAL 1 AND VOTES CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT (AS REFERRED IN THE COMPANY ANNOUNCEMENT) VOTE ABSTAIN ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON THE ABOVE MENTIONED PROPOSAL/S, YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION 1 APPROVAL FOR ISSUE OF SECURITIES TO DAMIEN Mgmt For For MARANTELLI UNDER THE ESOP -------------------------------------------------------------------------------------------------------------------------- MINING AND METALLURGICAL COMPANY NORILSK NICKEL PJ Agenda Number: 711212439 -------------------------------------------------------------------------------------------------------------------------- Security: 55315J102 Meeting Type: AGM Meeting Date: 10-Jun-2019 Ticker: ISIN: US55315J1025 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO APPROVE THE 2018 ANNUAL REPORT OF PJSC Mgmt For For MMC NORILSK NICKEL 2 TO APPROVE THE 2018 ANNUAL ACCOUNTING Mgmt For For (FINANCIAL) STATEMENTS OF PJSC MMC NORILSK NICKEL 3 TO APPROVE 2018 PJSC MMC NORILSK NICKEL Mgmt For For CONSOLIDATE FINANCIAL STATEMENTS 4 1. TO APPROVE THE DISTRIBUTION OF PROFIT OF Mgmt For For PJSC MMC NORILSK NICKEL IN 2018 IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS OF PJSC MMC NORILSK NICKEL, INCLUDED IN THE REPORT OF THE BOARD OF DIRECTORS OF PJSC MMC NORILSK NICKEL WITH THE MOTIVATED POSITION OF THE BOARD OF DIRECTORS OF PJSC MMC NORILSK NICKEL ON THE ITEMS OF THE AGENDA OF ANNUAL GENERAL MEETING OF SHAREHOLDERS OF PJSC MMC NORILSK NICKEL. 2. TO PAY MONETARY DIVIDENDS ON ORDINARY SHARES OF PJSC MMC NORILSK NICKEL FOR 2018 IN CASH IN THE AMOUNT OF RUB 792,52 PER ORDINARY SHARE. 3. TO SET JUNE 21, 2019 AS THE RECORD DATE FOR DETERMINING PERSONS ELIGIBLE TO RECEIVE THE DIVIDENDS CMMT PLEASE NOTE CUMULATIVE VOTING APPLIES TO Non-Voting THIS RESOLUTION REGARDING THE ELECTION OF DIRECTORS. OUT OF THE 13 DIRECTORS PRESENTED FOR ELECTION, A MAXIMUM OF 13 DIRECTORS ARE TO BE ELECTED. THE LOCAL AGENT IN THE MARKET WILL APPLY CUMULATIVE VOTING EVENLY AMONG ONLY DIRECTORS FOR WHOM YOU VOTE "FOR". CUMULATIVE VOTES CANNOT BE APPLIED UNEVENLY AMONG DIRECTORS VIA PROXYEDGE. HOWEVER IF YOU WISH TO DO SO, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE. STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR THIS MEETING. IF YOU HAVE FURTHER QUESTIONS PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE 5.1 TO ELECT THE FOLLOWING MEMBER OF THE BOARD Mgmt For For OF DIRECTORS: SERGEY VALENTINOVICH BARBASHEV 5.2 TO ELECT THE FOLLOWING MEMBER OF THE BOARD Mgmt For For OF DIRECTORS: ALEXEY VLADIMIROVICH BASHKIROV 5.3 TO ELECT THE FOLLOWING MEMBER OF THE BOARD Mgmt For For OF DIRECTORS: SERGEY BORISOVICH BRATUKHIN 5.4 TO ELECT THE FOLLOWING MEMBER OF THE BOARD Mgmt For For OF DIRECTORS: ANDREY YEVGENYEVICH BOUGROV 5.5 TO ELECT THE FOLLOWING MEMBER OF THE BOARD Mgmt For For OF DIRECTORS: SERGEY NIKOLAEVICH VOLK 5.6 TO ELECT THE FOLLOWING MEMBER OF THE BOARD Mgmt For For OF DIRECTORS: MARIANNA ALEXANDROVNA ZAKHAROVA 5.7 TO ELECT THE FOLLOWING MEMBER OF THE BOARD Mgmt For For OF DIRECTORS: ROGER LLEWELYN MUNNINGS 5.8 TO ELECT THE FOLLOWING MEMBER OF THE BOARD Mgmt For For OF DIRECTORS: STALBEK STEPANOVICH MISHAKOV 5.9 TO ELECT THE FOLLOWING MEMBER OF THE BOARD Mgmt For For OF DIRECTORS: GARETH PETER PENNY 5.10 TO ELECT THE FOLLOWING MEMBER OF THE BOARD Mgmt For For OF DIRECTORS: MAXIM VLADIMIROVICH POLETAEV 5.11 TO ELECT THE FOLLOWING MEMBER OF THE BOARD Mgmt For For OF DIRECTORS: VYACHESLAV ALEXEEVICH SOLOMIN 5.12 TO ELECT THE FOLLOWING MEMBER OF THE BOARD Mgmt For For OF DIRECTORS: EVGENY ARKADIEVICH SCHWARTZ 5.13 TO ELECT THE FOLLOWING MEMBER OF THE BOARD Mgmt For For OF DIRECTORS: ROBERT WILLEM JOHN EDWARDS 6.1 ELECTION OF MEMBER OF THE AUDIT COMMISSION Mgmt For For OF PJSC MMC NORILSK NICKEL: ALEXEY SERGEEVICH DZYBALOV 6.2 ELECTION OF MEMBER OF THE AUDIT COMMISSION Mgmt For For OF PJSC MMC NORILSK NICKEL: ANNA VIKTOROVNA MASALOVA 6.3 ELECTION OF MEMBER OF THE AUDIT COMMISSION Mgmt For For OF PJSC MMC NORILSK NICKEL: GEORGIY EDUARDOVICH SVANIDZE 6.4 ELECTION OF MEMBER OF THE AUDIT COMMISSION Mgmt For For OF PJSC MMC NORILSK NICKEL: VLADIMIR NIKOLAEVICH SHILKOV 6.5 ELECTION OF MEMBER OF THE AUDIT COMMISSION Mgmt For For OF PJSC MMC NORILSK NICKEL: ELENA ALEXANDROVNA YANEVICH 7 TO APPROVE JSC KPMG AS AUDITOR OF RUSSIAN Mgmt For For ACCOUNTING STANDARDS FINANCIAL STATEMENTS OF PJSC MMC NORILSK NICKEL FOR 2019 8 TO APPROVE JSC KPMG AS AUDITOR OF Mgmt For For CONSOLIDATED FINANCIAL STATEMENTS OF PJSC MMC NORILSK NICKEL FOR 2019 AND INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE FIRST HALF OF 2019 9 1. MEMBERS OF THE BOARD OF DIRECTORS OF Mgmt For For PJSC MMC NORILSK NICKEL SHALL BE REMUNERATED, AND THEIR EXPENSES RELATED TO THE PERFORMANCE OF THEIR DUTIES SHALL BE REIMBURSED IN ACCORDANCE WITH THE POLICY OF REMUNERATION OF MEMBERS OF THE BOARD OF DIRECTORS OF PJSC MMC NORILSK NICKEL (APPROVED BY THE ANNUAL GENERAL MEETING'S RESOLUTION DATED JUNE 6, 2014). 2. FOR THE CHAIRMAN OF THE BOARD OF DIRECTORS OF PJSC MMC NORILSK NICKEL, ELECTED AT THE FIRST BOARD OF DIRECTORS MEETING HELD AFTER THIS AGM, THE COMPANY PROVIDES REMUNERATION, REIMBURSEMENT OF EXPENSES RELATED TO THE PERFORMANCE OF HIS/HER DUTIES, AND ACCIDENT INSURANCE, AS FOLLOWS: 2.1. REMUNERATION SHALL BE USD 1,000,000 (ONE MILLION) PER ANNUM, PAYABLE ON A QUARTERLY BASIS IN EQUAL AMOUNTS IN RUB AT THE RATE SET BY THE CENTRAL BANK OF THE RUSSIAN FEDERATION ON THE LAST BUSINESS DAY OF THE ACCOUNTING QUARTER. THE AMOUNT SHOWN ABOVE SHALL BE AFTER TAXES IN ACCORDANCE WITH EFFECTIVE LAWS OF THE RUSSIAN FEDERATION. THE AFOREMENTIONED REMUNERATION SHALL BE PAYABLE FROM THE DAY OF ELECTION OF THE INDEPENDENT DIRECTOR AS THE CHAIRMAN OF THE BOARD OF DIRECTORS UNTIL THE DATE, ON WHICH HIS TERM OF OFFICE AS THE CHAIRMAN OF THE BOARD OF DIRECTORS EXPIRES; 2.2. IF THE PERSON, ELECTED AS THE CHAIRMAN OF THE BOARD OF DIRECTORS' FIRST MEETING OF THE BOARD OF DIRECTORS HELD AFTER THIS MEETING, IS NOT ELECTED AS THE MEMBER OF THE BOARD OF DIRECTORS AT THE 2019 YEAR-END ANNUAL GENERAL MEETING OF THE SHAREHOLDERS AND CHAIRMAN OF THE NEWLY ELECTED BOARD OF DIRECTORS OR IF HIS OFFICE AS THE CHAIRMAN OF THE BOARD OF DIRECTORS TERMINATES BEFORE THE 2019 YEAR-END ANNUAL GENERAL MEETING OF SHAREHOLDERS HE WILL BE PAID ADDITIONAL REMUNERATION IN THE AMOUNT OF USD 3,000,000.00 LESS AMOUNT OF THE REMUNERATION RECEIVED BY HIM FOR THE PERFORMANCE OF HIS DUTIES AS CHAIRMAN OF THE BOARD OF DIRECTORS DUTIES FROM THE DATE OF HIS ELECTION AT THE FIRST MEETING OF THE BOARD OF DIRECTORS HELD AFTER THIS MEETING. THE AFOREMENTIONED ADDITIONAL REMUNERATION IS PAYABLE ON A QUARTERLY BASIS IN EQUAL AMOUNTS UP TO JUNE 10, 2022 IN RUB AT THE EXCHANGE RATE OF THE CENTRAL BANK OF THE RUSSIAN FEDERATION ON THE LAST BUSINESS DAY OF THE REPORTING QUARTER. THE AMOUNT SHOWN ABOVE SHALL BE AFTER TAX IN ACCORDANCE WITH THE EFFECTIVE RF LAW. IF HE IS RE-ELECTED AS CHAIRMAN OF THE BOARD OF DIRECTORS BY THE SUBSEQUENT ANNUAL GENERAL MEETING OF SHAREHOLDERS BEFORE THE 2021 YEAR-END, THE REMUNERATION FOR SERVING AS CHAIRMAN OF THE BOARD OF DIRECTORS PROVIDED IN SUB-PARAGRAPH 2.1 OF THIS PARAGRAPH, SHALL NOT BE PAYABLE. 2.3. ALL DOCUMENTED EXPENSES INCURRED BY THE CHAIRMAN OF THE BOARD OF DIRECTORS, IN THE PERFORMANCE OF HIS DUTIES, INCLUDING: ACCOMMODATION IN HOTELS, TRAVEL SERVICES, INCLUDING VIP LOUNGE SERVICES, OTHER AIR TRAVEL FEES AND CHARGES (BUSINESS AND FIRST CLASS TICKETS), TELEPHONE CALLS (INCLUDING MOBILE COMMUNICATION), REPRESENTATION EXPENSES, WILL BE COMPENSATED IN ACCORDANCE WITH THE RATES APPROVED BY NORILSK NICKEL PJSC MMC FOR THE PARTICULAR POSITION CATEGORY. 2.4. PJSC MMC NORILSK NICKEL SHALL AT ITS OWN EXPENSE PROVIDE LIFE INSURANCE FOR THE CHAIRMAN OF THE BOARD OF DIRECTORS AGAINST THE FOLLOWING RISK IN THE PERFORMANCE OF OFFICIAL DUTIES: DEATH IN AN ACCIDENT WITH THE COVERAGE TO THE AMOUNT OF AT LEAST USD 3,000,000 (THREE MILLION); SERIOUS BODILY INJURY IN AN ACCIDENT (OR DISABILITY RESULTING FROM AN ACCIDENT) WITH THE COVERAGE TO AMOUNT OF AT LEAST USD 3,000,000 (THREE MILLION); INJURY IN AN ACCIDENT (OR TEMPORARY DISABILITY RESULTING FROM AN ACCIDENT) WITH THE COVERAGE TO AMOUNT OF AT LEAST USD 100,000 (ONE HUNDRED THOUSAND) 10 TO SET THE REMUNERATION FOR ANY AUDIT Mgmt For For COMMISSION MEMBER OF PJSC MMC NORILSK NICKEL NOT EMPLOYED BY THE COMPANY AT THE AMOUNT OF RUB 1,800,000 (ONE MILLION EIGHT HUNDRED THOUSAND) PER ANNUM BEFORE TAXES. PAYABLE IN EQUAL AMOUNTS TWICE PER YEAR. THE ABOVE AMOUNT IS SHOWN BEFORE TAXES, IN ACCORDANCE WITH APPLICABLE LAWS OF THE RUSSIAN FEDERATION 11 TO AUTHORIZE ASSOCIATED TRANSACTIONS WHICH Mgmt For For REPRESENT RELATED PARTY TRANSACTIONS FOR ALL MEMBERS OF THE BOARD OF DIRECTORS AND THE MANAGEMENT BOARD OF PJSC MMC NORILSK NICKEL, THE SUBJECT MATTER OF WHICH IMPLIES THE OBLIGATION OF PJSC MMC NORILSK NICKEL TO INDEMNIFY THE MEMBERS OF THE BOARD OF DIRECTORS AND THE MANAGEMENT BOARD OF PJSC MMC NORILSK NICKEL FOR ANY AND ALL LOSSES WHICH THE ABOVE-MENTIONED PERSONS MAY INCUR AS A RESULT OF THEIR ELECTION TO THE ABOVE-MENTIONED POSITIONS TO THE AMOUNT OF NO MORE THAN USD 115,000,000 (ONE HUNDRED FIFTEEN MILLION) PER TRANSACTION 12 TO AUTHORIZE ASSOCIATED TRANSACTIONS WHICH Mgmt For For REPRESENT RELATED PARTY TRANSACTIONS FOR ALL MEMBERS OF THE BOARD OF DIRECTORS AND THE MANAGEMENT BOARD OF PJSC MMC NORILSK NICKEL AND WHICH CONCERN LIABILITY INSURANCE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE MANAGEMENT BOARD OF PJSC MMC NORILSK NICKEL, WHO ARE THE BENEFICIARIES OF THE TRANSACTION, PROVIDED BY A RUSSIAN INSURANCE COMPANY; THE EFFECTIVE PERIOD OF LIABILITY INSURANCE IS ONE YEAR; THE TOTAL LIABILITY LIMIT IS NO LESS THAN USD 200 000 000 AND LIABILITY LIMIT OF NOT LESS THAN USD 25,000.000 FOR EXTENDED COVERAGE TO THE PRIMARY CONTRACT, AS WELL AS AN INSURANCE PREMIUM NOT EXCEEDING USD 1,000,000 13 TO APPROVE PARTICIPATION OF PJSC MMC Mgmt For For NORILSK NICKEL IN INTER-REGIONAL CROSS-INDUSTRY ASSOCIATION OF EMPLOYERS 'UNION OF COPPER AND NICKEL PRODUCERS AND PRODUCTION SUPPORT PROVIDERS' CMMT IN ACCORDANCE WITH NEW RUSSIAN FEDERATION Non-Voting LEGISLATION REGARDING FOREIGN OWNERSHIP DISCLOSURE REQUIREMENTS FOR ADR SECURITIES, ALL SHAREHOLDERS WHO WISH TO PARTICIPATE IN THIS EVENT MUST DISCLOSE THEIR BENEFICIAL OWNER COMPANY REGISTRATION NUMBER AND DATE OF COMPANY REGISTRATION. BROADRIDGE WILL INTEGRATE THE RELEVANT DISCLOSURE INFORMATION WITH THE VOTE INSTRUCTION WHEN IT IS ISSUED TO THE LOCAL MARKET AS LONG AS THE DISCLOSURE INFORMATION HAS BEEN PROVIDED BY YOUR GLOBAL CUSTODIAN. IF THIS INFORMATION HAS NOT BEEN PROVIDED BY YOUR GLOBAL CUSTODIAN, THEN YOUR VOTE MAY BE REJECTED -------------------------------------------------------------------------------------------------------------------------- NEMASKA LITHIUM INC Agenda Number: 710220625 -------------------------------------------------------------------------------------------------------------------------- Security: 64045C106 Meeting Type: MIX Meeting Date: 18-Dec-2018 Ticker: ISIN: CA64045C1068 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting TO VOTE 'IN FAVOR' OR 'AGAINST' ONLY FOR RESOLUTION 3 AND 'IN FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION NUMBERS 1.1 TO 1.7 AND 2. THANK YOU 1.1 ELECTION OF DIRECTOR: MICHEL BARIL Mgmt Against Against 1.2 ELECTION OF DIRECTOR: FRANCOIS BIRON Mgmt For For 1.3 ELECTION OF DIRECTOR: GUY BOURASSA Mgmt Against Against 1.4 ELECTION OF DIRECTOR: PAUL-HENRI COUTURE Mgmt Against Against 1.5 ELECTION OF DIRECTOR: PATRICK GODIN Mgmt Against Against 1.6 ELECTION OF DIRECTOR: VANESSA LAPLANTE Mgmt For For 1.7 ELECTION OF DIRECTOR: SHIGEKI MIWA Mgmt For For 2 APPOINTMENT OF KPMG LLP AS THE EXTERNAL Mgmt For For AUDITORS OF THE CORPORATION AND TO AUTHORIZE THE DIRECTORS TO SET THE AUDITORS' COMPENSATION 3 AMENDMENT OF THE ARTICLES OF THE Mgmt For For CORPORATION TO INCREASE THE MAXIMUM NUMBER OF DIRECTORS FROM SEVEN (7) TO NINE (9) -------------------------------------------------------------------------------------------------------------------------- OROCOBRE LTD Agenda Number: 710054913 -------------------------------------------------------------------------------------------------------------------------- Security: Q7142R106 Meeting Type: AGM Meeting Date: 23-Nov-2018 Ticker: ISIN: AU000000ORE0 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting PROPOSALS 1 AND 5 AND VOTES CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT (AS REFERRED IN THE COMPANY ANNOUNCEMENT) VOTE ABSTAIN ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON THE ABOVE MENTIONED PROPOSAL/S, YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION 1 DIRECTORS' REMUNERATION REPORT Mgmt For For 2 RE-ELECTION OF ROBERT HUBBARD AS A DIRECTOR Mgmt Against Against 3 RE-ELECTION OF FEDERICO NICHOLSON AS A Mgmt For For DIRECTOR 4 CONFIRMATION OF APPOINTMENT OF MASAHARU Mgmt For For KATAYAMA AS A DIRECTOR 5 APPROVAL OF EMPLOYEE PERFORMANCE RIGHTS AND Mgmt For For OPTIONS PLAN CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting MEETING ID 108741 DUE TO RECEIPT OF ADDITIONAL RESOLUTION 4. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- PANORAMIC RESOURCES LTD Agenda Number: 710054343 -------------------------------------------------------------------------------------------------------------------------- Security: Q7318E103 Meeting Type: AGM Meeting Date: 21-Nov-2018 Ticker: ISIN: AU000000PAN4 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting PROPOSALS 4, 5, 6 AND VOTES CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT (AS REFERRED IN THE COMPANY ANNOUNCEMENT) VOTE ABSTAIN ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON THE ABOVE MENTIONED PROPOSAL/S, YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION 1 ELECTION OF MR NICHOLAS LUIGI CERNOTTA AS A Mgmt For For DIRECTOR 2 ELECTION OF MS REBECCA JADE HAYWARD AS A Mgmt For For DIRECTOR 3 RE-ELECTION OF MR PETER ROSS SULLIVAN AS A Mgmt For For DIRECTOR 4 ADOPTION OF REMUNERATION REPORT Mgmt For For 5 APPROVAL FOR THE GRANT OF AWARDS (OPTIONS Mgmt For For AND PERFORMANCE RIGHTS) AND THE ISSUE OF SHARES ON THE EXERCISE OF THOSE AWARDS, UNDER THE NEW PANORAMIC RESOURCES LIMITED EMPLOYEE SHARE PLAN ("ES PLAN) RULES 6 APPROVAL FOR THE GIVING OF RETIREMENT Mgmt For For BENEFITS -------------------------------------------------------------------------------------------------------------------------- PILBARA MINERALS LTD Agenda Number: 710129998 -------------------------------------------------------------------------------------------------------------------------- Security: Q7539C100 Meeting Type: AGM Meeting Date: 28-Nov-2018 Ticker: ISIN: AU000000PLS0 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting PROPOSALS 1, 4, 5 AND VOTES CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT (AS REFERRED IN THE COMPANY ANNOUNCEMENT) VOTE ABSTAIN ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON THE ABOVE MENTIONED PROPOSAL/S, YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION 1 REMUNERATION REPORT Mgmt For For 2 ELECTION OF MS SALLY-ANNE LAYMAN AS Mgmt For For DIRECTOR 3 RE-ELECTION OF MR STEPHEN SCUDAMORE AS Mgmt For For DIRECTOR 4 ISSUE OF EMPLOYEE OPTIONS AND PERFORMANCE Mgmt For For RIGHTS TO MR KEN BRINSDEN UNDER THE EMPLOYEE AWARD PLAN 5 ISSUE OF INCENTIVE OPTIONS TO MS SALLY- Mgmt For For ANNE LAYMAN -------------------------------------------------------------------------------------------------------------------------- PT ANEKA TAMBANG TBK Agenda Number: 710855226 -------------------------------------------------------------------------------------------------------------------------- Security: Y7116R158 Meeting Type: AGM Meeting Date: 24-Apr-2019 Ticker: ISIN: ID1000106602 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 APPROVAL OF THE ANNUAL REPORT AND FINANCIAL Mgmt For For STATEMENT REPORT AND APPROVAL TO RELEASE AND DISCHARGE (ACQUIT ET DE CHARGE) TO THE BOARD OF COMMISSIONERS AND DIRECTORS FROM THEIR ACTION OF SUPERVISION 2 APPROVAL OF THE COMMUNITY DEVELOPMENT Mgmt For For PROGRAM ANNUAL REPORT AND FINANCIAL STATEMENT REPORT 3 APPROVAL TO DETERMINE THE UTILIZATION OF Mgmt For For COMPANY'S PROFIT FOR THE FINANCIAL YEAR 2018 INCLUDE DIVIDEND DISTRIBUTION 4 TO DETERMINE SALARY OR BENEFIT OF THE Mgmt For For MEMBERS OF THE COMPANY'S BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS 5 APPROVAL ON APPOINTMENT OF PUBLIC Mgmt For For ACCOUNTANT FOR FINANCIAL REPORT AND COMMUNITY DEVELOPMENT PROGRAM REPORT 6 APPROVAL ON UTILIZATION OF FUND RESULTING Mgmt Against Against FROM LIMITED PUBLIC OFFERING 7 APPROVAL ON APPLICATION OF DECREE OF STATE Mgmt For For OWNED ENTERPRISE MINISTRY RELATED OF THE COMMUNITY DEVELOPMENT PROGRAM 8 APPROVAL TO CHANGE COMPANY'S MANAGEMENT Mgmt For For -------------------------------------------------------------------------------------------------------------------------- PT VALE INDONESIA TBK Agenda Number: 709692479 -------------------------------------------------------------------------------------------------------------------------- Security: Y7150Y101 Meeting Type: EGM Meeting Date: 20-Jul-2018 Ticker: ISIN: ID1000109309 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting MEETING ID 956296 DUE TO RECEIPT OF ADDITIONAL RESOLUTION 2. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU 1 APPROVAL ON RESTRUCTURING AND APPOINTMENT Mgmt Against Against OF BOARD OF COMMISSIONER (APPOINTMENT NOBUHIRO MATSUMOTO AS NEW COMMISSIONER REPLACE THE PREVIOUS COMMISSIONER AKIRA NOZAKI) 2 AFFIRMATION ON RESTRUCTURING AND Mgmt Against Against APPOINTMENT OF BOARD OF COMMISSIONER THAT HAVE BEEN APPROVED BY AGM HELD ON 04 APR 2018 -------------------------------------------------------------------------------------------------------------------------- PT VALE INDONESIA TBK Agenda Number: 710678028 -------------------------------------------------------------------------------------------------------------------------- Security: Y7150Y101 Meeting Type: AGM Meeting Date: 02-Apr-2019 Ticker: ISIN: ID1000109309 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 APPROVAL OF THE ANNUAL REPORT BOARD OF Mgmt For For DIRECTORS 2 APPROVAL OF THE ANNUAL REPORT BOARD OF Mgmt For For COMMISSIONERS 3 APPROVAL OF THE FINANCIAL STATEMENT REPORT Mgmt For For 4 APPROVAL ON PROFIT UTILIZATION AND Mgmt For For ALLOCATION 5 APPROVAL OF RESTRUCTURING OF BOARD OF Mgmt For For DIRECTORS 6 APPROVAL OF RESTRUCTURING OF BOARD OF Mgmt For For COMMISSIONERS 7 APPROVAL OF REMUNERATION FOR COMMISSIONERS Mgmt For For 8 APPROVAL OF REMUNERATION FOR DIRECTORS Mgmt For For 9 APPROVAL OF APPOINTMENT OF PUBLIC Mgmt Against Against ACCOUNTANT FOR FINANCIAL REPORT 10 CONFIRMATION OF CHANGES TO THE APPOINTMENT Mgmt For For OF BOARD OF COMMISSIONERS APPROVED BY THE EGM ON 20 JULY 2018 -------------------------------------------------------------------------------------------------------------------------- PUBLIC JOINT STOCK COMPANY MINING AND METALLURGICA Agenda Number: 709884957 -------------------------------------------------------------------------------------------------------------------------- Security: 55315J102 Meeting Type: EGM Meeting Date: 19-Sep-2018 Ticker: ISIN: US55315J1025 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT IN ACCORDANCE WITH NEW RUSSIAN FEDERATION Non-Voting LEGISLATION REGARDING FOREIGN OWNERSHIP DISCLOSURE REQUIREMENTS FOR ADR SECURITIES, ALL SHAREHOLDERS WHO WISH TO PARTICIPATE IN THIS EVENT MUST DISCLOSE THEIR BENEFICIAL OWNER COMPANY REGISTRATION NUMBER AND DATE OF COMPANY REGISTRATION. BROADRIDGE WILL INTEGRATE THE RELEVANT DISCLOSURE INFORMATION WITH THE VOTE INSTRUCTION WHEN IT IS ISSUED TO THE LOCAL MARKET AS LONG AS THE DISCLOSURE INFORMATION HAS BEEN PROVIDED BY YOUR GLOBAL CUSTODIAN. IF THIS INFORMATION HAS NOT BEEN PROVIDED BY YOUR GLOBAL CUSTODIAN, THEN YOUR VOTE MAY BE REJECTED 1 PAYMENT (DECLARATION) OF DIVIDENDS ON Mgmt For For SHARES OF PJSC MMC NORILSK NICKEL FOR THE FIRST HALF OF 2018. 1. PAY DIVIDENDS ON ORDINARY SHARES OF PJSC MMC NORILSK NICKEL FOR THE FIRST HALF OF 2018 IN CASH IN THE AMOUNT OF RUB 776,02 PER ORDINARY SHARE. 2. SET OCTOBER 1, 2018 AS THE RECORD DATE FOR DETERMINING PERSONS ELIGIBLE TO RECEIVE THE DIVIDENDS -------------------------------------------------------------------------------------------------------------------------- SHERRITT INTERNATIONAL CORP Agenda Number: 711272067 -------------------------------------------------------------------------------------------------------------------------- Security: 823901103 Meeting Type: AGM Meeting Date: 24-Jun-2019 Ticker: ISIN: CA8239011031 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting TO VOTE 'IN FAVOR' OR 'AGAINST' ONLY FOR RESOLUTION 2 AND 'IN FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION NUMBERS 1 AND 3.1 TO 3.7. THANK YOU 1 APPOINTMENT OF AUDITOR: DELOITTE LLP Mgmt Against Against 2 SAY-ON- PAY RESOLUTION Mgmt Against Against 3.1 ELECTION OF DIRECTOR: TIMOTHY BAKER Mgmt Against Against 3.2 ELECTION OF DIRECTOR: MARYSE BELANGER Mgmt For For 3.3 ELECTION OF DIRECTOR: SIR RICHARD LAPTHORNE Mgmt For For 3.4 ELECTION OF DIRECTOR: ADRIAN LOADER Mgmt Against Against 3.5 ELECTION OF DIRECTOR: LISA PANKRATZ Mgmt Against Against 3.6 ELECTION OF DIRECTOR: DAVID PATHE Mgmt For For 3.7 ELECTION OF DIRECTOR: JOHN WARWICK Mgmt For For CMMT 04 JUN 2019: PLEASE NOTE THAT THIS IS A Non-Voting REVISION DUE TO MODIFICATION OF THE TEXT OF RESOLUTION 1. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- SOCIEDAD QUIMICA Y MINERA DE CHILE S.A. Agenda Number: 934994270 -------------------------------------------------------------------------------------------------------------------------- Security: 833635105 Meeting Type: Annual Meeting Date: 25-Apr-2019 Ticker: SQM ISIN: US8336351056 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. SQM's Financial Statements, Balance Sheet, Mgmt For Annual report, Account Inspectors' Report and External Auditor's Report for the business year ended December 31, 2018. 2. Designation of the External Auditor, Credit Mgmt For Rating Agency and Account Inspectors for 2019. 3. Operations referred to under Title XVI of Mgmt For Law 18, 046. 4. Investment and Finance Policies. Mgmt For 5. 2018 Net Income and distribution of final Mgmt For dividend. 6. Future Dividend Policy. Mgmt For 7. Approval of the Board of Directors' 2018 Mgmt For expenses. 8a. Board Election:(Please note that you can Mgmt Against vote option "8A" or option "8B" only, if you vote both option "8A" and option "8B", the ballot on this resolution will not count.) (If you vote For this proposal, please vote Abstain on proposal 8B) 8b. Laurence Golborne, nominated as an Mgmt Against independent Board member: (Please note that you can vote option "8A" or option "8B" only, if you vote both option "8A" and option "8B", the ballot on this resolution will not count.) (If you vote For this proposal, please vote Abstain on proposal 8A) 9. Directors Remunerations. Mgmt For 10. Matters in relation with the Directors' Mgmt For Committee, Safety, Health and Environmental Committee, and the Corporate Governance Committee. 11. Other corresponding matters in compliance Mgmt Against with pertinent provisions. -------------------------------------------------------------------------------------------------------------------------- SOUTH32 LTD Agenda Number: 709946125 -------------------------------------------------------------------------------------------------------------------------- Security: Q86668102 Meeting Type: AGM Meeting Date: 25-Oct-2018 Ticker: ISIN: AU000000S320 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting PROPOSALS 3, 4, 5 AND VOTES CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT (AS REFERRED IN THE COMPANY ANNOUNCEMENT) VOTE ABSTAIN ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON THE ABOVE MENTIONED PROPOSAL/S, YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION 2.A RE-ELECTION OF MR DAVID CRAWFORD AO AS A Mgmt Against Against DIRECTOR 2.B RE-ELECTION OF DR XOLANI MKHWANAZI AS A Mgmt For For DIRECTOR 3 ADOPTION OF THE REMUNERATION REPORT Mgmt For For 4 GRANT OF AWARDS TO EXECUTIVE DIRECTOR Mgmt For For 5 APPROVAL OF LEAVING ENTITLEMENTS Mgmt For For -------------------------------------------------------------------------------------------------------------------------- SUMITOMO METAL MINING CO.,LTD. Agenda Number: 711241593 -------------------------------------------------------------------------------------------------------------------------- Security: J77712180 Meeting Type: AGM Meeting Date: 25-Jun-2019 Ticker: ISIN: JP3402600005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management Please reference meeting materials. Non-Voting 1 Approve Appropriation of Surplus Mgmt For For 2.1 Appoint a Director Nakazato, Yoshiaki Mgmt Against Against 2.2 Appoint a Director Nozaki, Akira Mgmt Against Against 2.3 Appoint a Director Asai, Hiroyuki Mgmt Against Against 2.4 Appoint a Director Asahi, Hiroshi Mgmt Against Against 2.5 Appoint a Director Matsumoto, Nobuhiro Mgmt Against Against 2.6 Appoint a Director Taimatsu, Hitoshi Mgmt Against Against 2.7 Appoint a Director Nakano, Kazuhisa Mgmt Against Against 2.8 Appoint a Director Ishii, Taeko Mgmt Against Against 3 Appoint a Corporate Auditor Yamada, Yuichi Mgmt For For 4 Appoint a Substitute Corporate Auditor Mgmt For For Mishina, Kazuhiro 5 Approve Payment of Bonuses to Directors Mgmt For For 6 Approve Renewal of Policy regarding Mgmt For For Large-scale Purchases of Company Shares (Anti-Takeover Defense Measures) -------------------------------------------------------------------------------------------------------------------------- SYRAH RESOURCES LTD Agenda Number: 710996349 -------------------------------------------------------------------------------------------------------------------------- Security: Q8806E100 Meeting Type: AGM Meeting Date: 24-May-2019 Ticker: ISIN: AU000000SYR9 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting PROPOSALS 1, 5 TO 8 AND VOTES CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT (AS REFERRED IN THE COMPANY ANNOUNCEMENT) VOTE ABSTAIN ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON THE ABOVE MENTIONED PROPOSAL/S, YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION 1 ADOPTION OF REMUNERATION REPORT Mgmt For For 2 ELECTION OF MS LISA BAHASH AS A DIRECTOR OF Mgmt For For THE COMPANY 3 RE-ELECTION OF MR JAMES ASKEW AS A DIRECTOR Mgmt Against Against OF THE COMPANY 4 RE-ELECTION OF MR SAM RIGGALL AS A DIRECTOR Mgmt For For OF THE COMPANY 5 APPROVAL TO GRANT OPTIONS TO MS LISA BAHASH Mgmt For For 6 RATIFICATION OF PRIOR ISSUE OF SHARES Mgmt For For 7 APPROVAL TO ISSUE FULLY PAID ORDINARY Mgmt For For SHARES TO MR SHAUN VERNER (OR HIS NOMINEE) AS MR VERNER'S 2018 SHORT TERM INCENTIVE 8 APPROVAL TO GRANT PERFORMANCE RIGHTS TO MR Mgmt For For SHAUN VERNER (OR HIS NOMINEE) AS HIS 2019 LONG TERM INCENTIVE CMMT IF A PROPORTIONAL TAKEOVER BID IS MADE FOR Non-Voting THE COMPANY, A SHARE TRANSFER TO THE OFFEROR CANNOT BE REGISTERED UNTIL THE BID IS APPROVED BY MEMBERS NOT ASSOCIATED WITH THE BIDDER. THE RESOLUTION MUST BE CONSIDERED AT A MEETING HELD MORE THAN 14 DAYS BEFORE THE BID CLOSES. EACH MEMBER HAS ONE VOTE FOR EACH FULLY PAID SHARE HELD. THE VOTE IS DECIDED ON A SIMPLE MAJORITY. THE BIDDER AND ITS ASSOCIATES ARE NOT ALLOWED TO VOTE 9 RENEWAL OF THE PROPORTIONAL TAKEOVER Mgmt For For PROVISIONS IN THE CONSTITUTION OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- TAWANA RESOURCES NL Agenda Number: 709577247 -------------------------------------------------------------------------------------------------------------------------- Security: Q89169116 Meeting Type: OGM Meeting Date: 06-Jul-2018 Ticker: ISIN: AU000000TAW7 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting PROPOSAL 1 AND VOTES CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT (AS REFERRED IN THE COMPANY ANNOUNCEMENT) VOTE ABSTAIN ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON THE ABOVE MENTIONED PROPOSAL/S, YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION 1 AUTHORISATION OF DISPOSAL OF PROJECTS Mgmt For For 2 APPROVAL OF EQUAL CAPITAL REDUCTION Mgmt For For 3 AMENDMENT TO CONSTITUTION: CLAUSES: 20.8, Mgmt For For 20.9, 20.10 AND 20.11 CMMT PLEASE NOTE THAT RESOLUTION 2 (TO EFFECT Non-Voting THE DEMERGER) IS CONDITIONAL ON SHAREHOLDERS APPROVING RESOLUTION 1 (TO APPROVE THE DISPOSAL OF THE PROJECTS) AND RESOLUTION 3 (TO AMEND THE CONSTITUTION). THIS MEANS THAT IN ORDER TO IMPLEMENT THE DEMERGER, SHAREHOLDERS NEED TO APPROVE BOTH RESOLUTION 1 AND RESOLUTION 3. THANK YOU -------------------------------------------------------------------------------------------------------------------------- UMICORE SA Agenda Number: 710789023 -------------------------------------------------------------------------------------------------------------------------- Security: B95505184 Meeting Type: MIX Meeting Date: 25-Apr-2019 Ticker: ISIN: BE0974320526 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) MAY BE REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE O.1 PURSUANT TO ARTICLES 95-96 OF THE COMPANIES Non-Voting CODE THE DIRECTORS HAVE DRAFTED AN ANNUAL REPORT IN WHICH THEY ACCOUNT FOR THEIR MANAGEMENT. PURSUANT TO ARTICLES 143-144 OF THE COMPANIES CODE THE STATUTORY AUDITOR HAS DRAFTED A DETAILED REPORT. THESE REPORTS DO NOT NEED TO BE APPROVED BY THE SHAREHOLDERS O.2 APPROVING THE REMUNERATION REPORT FOR THE Mgmt For For FINANCIAL YEAR ENDED ON 31 DECEMBER 2018 O.3 APPROVING THE STATUTORY ANNUAL ACCOUNTS FOR Mgmt For For THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2018 SHOWING A PROFIT FOR THE FINANCIAL YEAR IN THE AMOUNT OF EUR 227,001,378.00 (AS SPECIFIED) APPROVING THE PROPOSED APPROPRIATION OF THE RESULT INCLUDING THE PAYMENT OF A GROSS DIVIDEND OF EUR 0.75 PER SHARE (AS SPECIFIED). TAKING INTO ACCOUNT THE GROSS INTERIM DIVIDEND OF EUR 0.35 PER NEW SHARE PAID IN AUGUST 2018, A BALANCE GROSS AMOUNT OF EUR 0.40 PER SHARE (AS SPECIFIED) WILL BE PAID ON THURSDAY 2 MAY 2019 O.4 THIS ITEM RELATES TO THE SUBMISSION OF THE Non-Voting CONSOLIDATED ANNUAL ACCOUNTS OF UMICORE. PURSUANT TO ARTICLE 119 OF THE COMPANIES CODE THE DIRECTORS HAVE DRAFTED A REPORT ON THESE ANNUAL ACCOUNTS; THE STATUTORY AUDITOR HAS DRAFTED A DETAILED REPORT PURSUANT TO ARTICLE 148 OF THE COMPANIES CODE. THESE ANNUAL ACCOUNTS AND REPORTS DO NOT NEED TO BE APPROVED BY THE SHAREHOLDERS O.5 GRANTING DISCHARGE TO THE DIRECTORS FOR THE Mgmt For For PERFORMANCE OF THEIR MANDATE DURING THE 2018 FINANCIAL YEAR O.6 GRANTING DISCHARGE TO THE STATUTORY AUDITOR Mgmt For For FOR THE PERFORMANCE OF HIS MANDATE DURING THE 2018 FINANCIAL YEAR O.7.1 RE-ELECTING MRS FRANCOISE CHOMBAR AS Mgmt For For INDEPENDENT DIRECTOR FOR A PERIOD OF THREE YEARS EXPIRING AT THE END OF THE 2022 ORDINARY SHAREHOLDERS' MEETING O.7.2 APPOINTING MR LAURENT RAETS AS DIRECTOR FOR Mgmt For For A PERIOD OF THREE YEARS EXPIRING AT THE END OF THE 2022 ORDINARY SHAREHOLDERS' MEETING O.7.3 APPROVING THE BOARD MEMBERS' REMUNERATION Mgmt For For PROPOSED FOR THE FINANCIAL YEAR 2019 CONSISTING OF: AT THE LEVEL OF THE BOARD OF DIRECTORS: (1) A FIXED FEE OF EUR 60,000 FOR THE CHAIRMAN AND EUR 27,000 FOR EACH NON-EXECUTIVE DIRECTOR, (2) A FEE PER ATTENDED MEETING OF EUR 5,000 FOR THE CHAIRMAN, EUR 2,500 FOR EACH BELGIUM-BASED NON-EXECUTIVE DIRECTOR AND EUR 3,500 FOR EACH FOREIGN-BASED NON-EXECUTIVE DIRECTOR, AND (3) BY WAY OF ADDITIONAL FIXED REMUNERATION, A GRANT OF 2,000 UMICORE SHARES TO THE CHAIRMAN AND 1,000 UMICORE SHARES TO EACH NON-EXECUTIVE DIRECTOR; AT THE LEVEL OF THE AUDIT COMMITTEE: (1) A FIXED FEE OF EUR 10,000 FOR THE CHAIRMAN OF THE COMMITTEE AND EUR 5,000 FOR EACH OTHER MEMBER, AND (2) A FEE PER ATTENDED MEETING OF EUR 5,000 FOR THE CHAIRMAN OF THE COMMITTEE AND EUR 3,000 FOR EACH OTHER MEMBER; AT THE LEVEL OF THE NOMINATION AND REMUNERATION COMMITTEE: A FEE PER ATTENDED MEETING OF EUR 5,000 FOR THE CHAIRMAN OF THE COMMITTEE AND EUR 3,000 FOR EACH OTHER MEMBER S.1 APPROVING, IN ACCORDANCE WITH ARTICLE 556 Mgmt For For OF THE COMPANIES CODE, CLAUSE 9.2 OF THE REVOLVING FACILITY AGREEMENT DATED 23 APRIL 2018 BETWEEN UMICORE (AS BORROWER) AND SEVERAL FINANCIAL INSTITUTIONS (AS LENDERS), WHICH EXEMPTS THE LENDERS FROM FURTHER FUNDING (EXCEPT UNDER ROLLOVER LOANS) AND ALSO, UNDER CERTAIN CONDITIONS, ENTITLES THEM TO CANCEL THEIR COMMITMENT UNDER SAID AGREEMENT, CAUSING THEIR PARTICIPATION IN ALL AMOUNTS (OUTSTANDING LOANS, ACCRUED INTERESTS AND ANY OTHER AMOUNTS) TO BE IMMEDIATELY DUE AND PAYABLE, IN THE EVENT THAT ANY PERSON OR GROUP OF PERSONS ACTING IN CONCERT GAIN(S) CONTROL OVER UMICORE -------------------------------------------------------------------------------------------------------------------------- WESTERN AREAS LTD Agenda Number: 710082265 -------------------------------------------------------------------------------------------------------------------------- Security: Q9618L100 Meeting Type: AGM Meeting Date: 22-Nov-2018 Ticker: ISIN: AU000000WSA9 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting PROPOSALS 2 TO 4 AND VOTES CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT (AS REFERRED IN THE COMPANY ANNOUNCEMENT) VOTE ABSTAIN ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON THE ABOVE MENTIONED PROPOSAL/S, YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION 1 RE-ELECTION OF INDEPENDENT NON-EXECUTIVE Mgmt For For DIRECTOR - MR RICHARD YEATES 2 ADOPTION OF REMUNERATION REPORT Mgmt For For 3 GRANT OF PERFORMANCE RIGHTS TO DANIEL Mgmt For For LOUGHER 4 GRANT OF PERFORMANCE RIGHTS TO DAVID Mgmt For For SOUTHAM 5 ADOPTION OF PROPORTIONAL TAKEOVER Mgmt For For PROVISIONS CMMT 23 OCT 2018: IF A PROPORTIONAL TAKEOVER BID Non-Voting IS MADE FOR THE COMPANY, A SHARE TRANSFER TO THE OFFEROR CANNOT BE REGISTERED UNTIL THE BID IS APPROVED BY MEMBERS NOT ASSOCIATED WITH THE BIDDER. THE RESOLUTION MUST BE CONSIDERED AT A MEETING HELD MORE THAN 14 DAYS BEFORE THE BID CLOSES. EACH MEMBER HAS ONE VOTE FOR EACH FULLY PAID SHARE HELD. THE VOTE IS DECIDED ON A SIMPLE MAJORITY. THE BIDDER AND ITS ASSOCIATES ARE NOT ALLOWED TO VOTE CMMT 23 OCT 2018: PLEASE NOTE THAT THIS IS A Non-Voting REVISION DUE TO ADDITION OF COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU Amplify BlackSwan Growth & Treasury Core ETF -------------------------------------------------------------------------------------------------------------------------- The fund held no voting securities during the reporting period and did not vote any securities or have any securities that were subject to a vote during the reporting period. Amplify CWP Enhanced Dividend Income ETF -------------------------------------------------------------------------------------------------------------------------- ABBOTT LABORATORIES Agenda Number: 934941736 -------------------------------------------------------------------------------------------------------------------------- Security: 002824100 Meeting Type: Annual Meeting Date: 26-Apr-2019 Ticker: ABT ISIN: US0028241000 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR R.J. Alpern Mgmt Withheld Against R.S. Austin Mgmt For For S.E. Blount Mgmt For For M.A. Kumbier Mgmt For For E.M. Liddy Mgmt For For N. McKinstry Mgmt For For P.N. Novakovic Mgmt For For W.A. Osborn Mgmt Withheld Against S.C. Scott III Mgmt For For D.J. Starks Mgmt For For J.G. Stratton Mgmt For For G.F. Tilton Mgmt Withheld Against M.D. White Mgmt Withheld Against 2. Ratification of Ernst & Young LLP as Mgmt Against Against Auditors 3. Say on Pay - An Advisory Vote to Approve Mgmt For For Executive Compensation 4. Shareholder Proposal - Independent Board Shr For Against Chairman -------------------------------------------------------------------------------------------------------------------------- APPLE INC. Agenda Number: 934919359 -------------------------------------------------------------------------------------------------------------------------- Security: 037833100 Meeting Type: Annual Meeting Date: 01-Mar-2019 Ticker: AAPL ISIN: US0378331005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of director: James Bell Mgmt For For 1b. Election of director: Tim Cook Mgmt For For 1c. Election of director: Al Gore Mgmt Against Against 1d. Election of director: Bob Iger Mgmt For For 1e. Election of director: Andrea Jung Mgmt For For 1f. Election of director: Art Levinson Mgmt Against Against 1g. Election of director: Ron Sugar Mgmt For For 1h. Election of director: Sue Wagner Mgmt For For 2. Ratification of the appointment of Ernst & Mgmt Against Against Young LLP as Apple's independent registered public accounting firm for 2019 3. Advisory vote to approve executive Mgmt For For compensation 4. A shareholder proposal entitled Shr For Against "Shareholder Proxy Access Amendments" 5. A shareholder proposal entitled "True Shr Against For Diversity Board Policy" -------------------------------------------------------------------------------------------------------------------------- CATERPILLAR INC. Agenda Number: 935008943 -------------------------------------------------------------------------------------------------------------------------- Security: 149123101 Meeting Type: Annual Meeting Date: 12-Jun-2019 Ticker: CAT ISIN: US1491231015 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Kelly A. Ayotte Mgmt For For 1b. Election of Director: David L. Calhoun Mgmt For For 1c. Election of Director: Daniel M. Dickinson Mgmt Against Against 1d. Election of Director: Juan Gallardo Mgmt For For 1e. Election of Director: Dennis A. Muilenburg Mgmt For For 1f. Election of Director: William A. Osborn Mgmt Against Against 1g. Election of Director: Debra L. Reed-Klages Mgmt For For 1h. Election of Director: Edward B. Rust, Jr. Mgmt Against Against 1i. Election of Director: Susan C. Schwab Mgmt For For 1j. Election of Director: D. James Umpleby III Mgmt For For 1k. Election of Director: Miles D. White Mgmt For For 1l. Election of Director: Rayford Wilkins, Jr. Mgmt For For 2. Ratify the appointment of independent Mgmt Against Against registered public accounting firm for 2019. 3. Advisory vote to approve executive Mgmt For For compensation. 4. Shareholder Proposal - Amend proxy access Shr For Against to remove resubmission threshold. 5. Shareholder Proposal - Report on activities Shr Against For in conflict-affected areas. -------------------------------------------------------------------------------------------------------------------------- CHEVRON CORPORATION Agenda Number: 934993088 -------------------------------------------------------------------------------------------------------------------------- Security: 166764100 Meeting Type: Annual Meeting Date: 29-May-2019 Ticker: CVX ISIN: US1667641005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: W. M. Austin Mgmt For For 1b. Election of Director: J. B. Frank Mgmt For For 1c. Election of Director: A. P. Gast Mgmt For For 1d. Election of Director: E. Hernandez, Jr. Mgmt For For 1e. Election of Director: C. W. Moorman IV Mgmt For For 1f. Election of Director: D. F. Moyo Mgmt For For 1g. Election of Director: D. Reed-Klages Mgmt For For 1h. Election of Director: R. D. Sugar Mgmt Against Against 1i. Election of Director: I. G. Thulin Mgmt For For 1j. Election of Director: D. J. Umpleby III Mgmt For For 1k. Election of Director: M. K. Wirth Mgmt Against Against 2. Ratification of Appointment of PwC as Mgmt Against Against Independent Registered Public Accounting Firm 3. Advisory Vote to Approve Named Executive Mgmt For For Officer Compensation 4. Report on Human Right to Water Shr Against For 5. Report on Reducing Carbon Footprint Shr For Against 6. Create a Board Committee on Climate Change Shr For Against 7. Adopt Policy for an Independent Chairman Shr For Against 8. Set Special Meeting Threshold at 10% Shr Against For -------------------------------------------------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Agenda Number: 934891614 -------------------------------------------------------------------------------------------------------------------------- Security: 17275R102 Meeting Type: Annual Meeting Date: 12-Dec-2018 Ticker: CSCO ISIN: US17275R1023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: M. Michele Burns Mgmt For For 1b. Election of Director: Michael D. Capellas Mgmt For For 1c. Election of Director: Mark Garrett Mgmt For For 1d. Election of Director: Dr. Kristina M. Mgmt For For Johnson 1e. Election of Director: Roderick C. McGeary Mgmt Against Against 1f. Election of Director: Charles H. Robbins Mgmt Against Against 1g. Election of Director: Arun Sarin Mgmt For For 1h. Election of Director: Brenton L. Saunders Mgmt For For 1i. Election of Director: Steven M. West Mgmt Against Against 2. Approval of amendment and restatement of Mgmt For For the Employee Stock Purchase Plan. 3. Approval, on an advisory basis, of Mgmt For For executive compensation. 4. Ratification of PricewaterhouseCoopers LLP Mgmt Against Against as Cisco's independent registered public accounting firm for fiscal 2019. 5. Approval to have Cisco's Board adopt a Shr For Against policy to have an independent Board chairman. 6. Approval to have Cisco's Board adopt a Shr Against For proposal relating to executive compensation metrics. -------------------------------------------------------------------------------------------------------------------------- CME GROUP INC. Agenda Number: 934879909 -------------------------------------------------------------------------------------------------------------------------- Security: 12572Q105 Meeting Type: Special Meeting Date: 29-Nov-2018 Ticker: CME ISIN: US12572Q1058 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Approve an amendment and restatement of our Mgmt For For certificate of incorporation to eliminate all or some of the Class B Election Rights. -------------------------------------------------------------------------------------------------------------------------- CME GROUP INC. Agenda Number: 934959480 -------------------------------------------------------------------------------------------------------------------------- Security: 12572Q105 Meeting Type: Annual Meeting Date: 08-May-2019 Ticker: CME ISIN: US12572Q1058 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Equity Director: Terrence A. Mgmt Against Against Duffy 1b. Election of Equity Director: Timothy S. Mgmt Against Against Bitsberger 1c. Election of Equity Director: Charles P. Mgmt For For Carey 1d. Election of Equity Director: Dennis H. Mgmt Against Against Chookaszian 1e. Election of Equity Director: Ana Dutra Mgmt For For 1f. Election of Equity Director: Martin J. Mgmt Against Against Gepsman 1g. Election of Equity Director: Larry G. Mgmt Against Against Gerdes 1h. Election of Equity Director: Daniel R. Mgmt Against Against Glickman 1i. Election of Equity Director: Daniel G. Kaye Mgmt For For 1j. Election of Equity Director: Phyllis M. Mgmt For For Lockett 1k. Election of Equity Director: Deborah J. Mgmt For For Lucas 1l. Election of Equity Director: Alex J. Mgmt Against Against Pollock 1m. Election of Equity Director: Terry L. Mgmt Against Against Savage 1n. Election of Equity Director: William R. Mgmt Against Against Shepard 1o. Election of Equity Director: Howard J. Mgmt For For Siegel 1p. Election of Equity Director: Michael A. Mgmt For For Spencer 1q. Election of Equity Director: Dennis A. Mgmt Against Against Suskind 2. Ratification of the appointment of Ernst & Mgmt Against Against Young as our independent registered public accounting firm for 2019. 3. Advisory vote on the compensation of our Mgmt For For named executive officers. -------------------------------------------------------------------------------------------------------------------------- DUKE ENERGY CORPORATION Agenda Number: 934949326 -------------------------------------------------------------------------------------------------------------------------- Security: 26441C204 Meeting Type: Annual Meeting Date: 02-May-2019 Ticker: DUK ISIN: US26441C2044 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Michael G. Browning Mgmt Withheld Against Annette K. Clayton Mgmt For For Theodore F. Craver, Jr. Mgmt For For Robert M. Davis Mgmt For For Daniel R. DiMicco Mgmt Withheld Against Lynn J. Good Mgmt Withheld Against John T. Herron Mgmt For For William E. Kennard Mgmt For For E. Marie McKee Mgmt Withheld Against Charles W. Moorman IV Mgmt For For Marya M. Rose Mgmt For For Carlos A. Saladrigas Mgmt Withheld Against Thomas E. Skains Mgmt For For William E. Webster, Jr. Mgmt For For 2. Ratification of Deloitte & Touche LLP as Mgmt Against Against Duke Energy's independent registered public accounting firm for 2019 3. Advisory vote to approve Duke Energy's Mgmt Against Against named executive officer compensation 4. Shareholder proposal regarding political Shr Against For contributions 5. Shareholder proposal regarding providing an Shr Against For annual report on Duke Energy's lobbying expenses 6. Shareholder proposal regarding a report on Shr For Against mitigating health and climate impacts of coal use 7. Shareholder proposal regarding a report on Shr For Against the costs and benefits of Duke Energy's voluntary environment-related activities -------------------------------------------------------------------------------------------------------------------------- JOHNSON & JOHNSON Agenda Number: 934938638 -------------------------------------------------------------------------------------------------------------------------- Security: 478160104 Meeting Type: Annual Meeting Date: 25-Apr-2019 Ticker: JNJ ISIN: US4781601046 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Mary C. Beckerle Mgmt For For 1b. Election of Director: D. Scott Davis Mgmt For For 1c. Election of Director: Ian E. L. Davis Mgmt For For 1d. Election of Director: Jennifer A. Doudna Mgmt For For 1e. Election of Director: Alex Gorsky Mgmt Against Against 1f. Election of Director: Marillyn A. Hewson Mgmt For For 1g. Election of Director: Mark B. McClellan Mgmt For For 1h. Election of Director: Anne M. Mulcahy Mgmt For For 1i. Election of Director: William D. Perez Mgmt Against Against 1j. Election of Director: Charles Prince Mgmt Against Against 1k. Election of Director: A. Eugene Washington Mgmt For For 1l. Election of Director: Ronald A. Williams Mgmt For For 2. Advisory Vote to Approve Named Executive Mgmt For For Officer Compensation. 3. Ratification of Appointment of Mgmt Against Against PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm for 2019. 4. Shareholder Proposal - Clawback Disclosure Shr Against For 5. Shareholder Proposal - Executive Shr Against For Compensation and Drug Pricing Risks. -------------------------------------------------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Agenda Number: 934979088 -------------------------------------------------------------------------------------------------------------------------- Security: 46625H100 Meeting Type: Annual Meeting Date: 21-May-2019 Ticker: JPM ISIN: US46625H1005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Linda B. Bammann Mgmt For For 1b. Election of Director: James A. Bell Mgmt For For 1c. Election of Director: Stephen B. Burke Mgmt Against Against 1d. Election of Director: Todd A. Combs Mgmt For For 1e. Election of Director: James S. Crown Mgmt For For 1f. Election of Director: James Dimon Mgmt Against Against 1g. Election of Director: Timothy P. Flynn Mgmt For For 1h. Election of Director: Mellody Hobson Mgmt For For 1i. Election of Director: Laban P. Jackson, Jr. Mgmt Against Against 1j. Election of Director: Michael A. Neal Mgmt For For 1k. Election of Director: Lee R. Raymond Mgmt Against Against 2. Advisory resolution to approve executive Mgmt For For compensation 3. Ratification of independent registered Mgmt Against Against public accounting firm 4. Gender pay equity report Shr For Against 5. Enhance shareholder proxy access Shr For Against 6. Cumulative voting Shr Against For -------------------------------------------------------------------------------------------------------------------------- MCDONALD'S CORPORATION Agenda Number: 934980473 -------------------------------------------------------------------------------------------------------------------------- Security: 580135101 Meeting Type: Annual Meeting Date: 23-May-2019 Ticker: MCD ISIN: US5801351017 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Lloyd Dean Mgmt For For 1b. Election of Director: Stephen Easterbrook Mgmt For For 1c. Election of Director: Robert Eckert Mgmt Against Against 1d. Election of Director: Margaret Georgiadis Mgmt For For 1e. Election of Director: Enrique Hernandez, Mgmt For For Jr. 1f. Election of Director: Richard Lenny Mgmt Against Against 1g. Election of Director: John Mulligan Mgmt For For 1h. Election of Director: Sheila Penrose Mgmt For For 1i. Election of Director: John Rogers, Jr. Mgmt For For 1j. Election of Director: Paul Walsh Mgmt For For 1k. Election of Director: Miles White Mgmt For For 2. Advisory vote to approve executive Mgmt For For compensation. 3. Advisory vote to approve the appointment of Mgmt Against Against Ernst & Young LLP as independent auditor for 2019. 4. Vote to approve an amendment to the Mgmt For For Company's Certificate of Incorporation to lower the authorized range of the number of Directors on the Board to 7 to 15 Directors. 5. Advisory vote on a shareholder proposal Shr For Against requesting the ability for shareholders to act by written consent, if properly presented. -------------------------------------------------------------------------------------------------------------------------- MERCK & CO., INC. Agenda Number: 934988328 -------------------------------------------------------------------------------------------------------------------------- Security: 58933Y105 Meeting Type: Annual Meeting Date: 28-May-2019 Ticker: MRK ISIN: US58933Y1055 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Leslie A. Brun Mgmt For For 1b. Election of Director: Thomas R. Cech Mgmt Against Against 1c. Election of Director: Mary Ellen Coe Mgmt For For 1d. Election of Director: Pamela J. Craig Mgmt For For 1e. Election of Director: Kenneth C. Frazier Mgmt Against Against 1f. Election of Director: Thomas H. Glocer Mgmt Against Against 1g. Election of Director: Rochelle B. Lazarus Mgmt Against Against 1h. Election of Director: Paul B. Rothman Mgmt For For 1i. Election of Director: Patricia F. Russo Mgmt Against Against 1j. Election of Director: Inge G. Thulin Mgmt Against Against 1k. Election of Director: Wendell P. Weeks Mgmt For For 1l. Election of Director: Peter C. Wendell Mgmt Against Against 2. Non-binding advisory vote to approve the Mgmt For For compensation of our named executive officers. 3. Proposal to adopt the 2019 Incentive Stock Mgmt Against Against Plan. 4. Ratification of the appointment of the Mgmt Against Against Company's independent registered public accounting firm for 2019. 5. Shareholder proposal concerning an Shr For Against independent board chairman. 6. Shareholder proposal concerning executive Shr Against For incentives and stock buybacks. 7. Shareholder proposal concerning drug Shr Against For pricing. -------------------------------------------------------------------------------------------------------------------------- MICROSOFT CORPORATION Agenda Number: 934884544 -------------------------------------------------------------------------------------------------------------------------- Security: 594918104 Meeting Type: Annual Meeting Date: 28-Nov-2018 Ticker: MSFT ISIN: US5949181045 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: William H. Gates lll Mgmt For For 1b. Election of Director: Reid G. Hoffman Mgmt For For 1c. Election of Director: Hugh F. Johnston Mgmt For For 1d. Election of Director: Teri L. List-Stoll Mgmt For For 1e. Election of Director: Satya Nadella Mgmt For For 1f. Election of Director: Charles H. Noski Mgmt Against Against 1g. Election of Director: Helmut Panke Mgmt For For 1h. Election of Director: Sandra E. Peterson Mgmt For For 1i. Election of Director: Penny S. Pritzker Mgmt For For 1j. Election of Director: Charles W. Scharf Mgmt For For 1k. Election of Director: Arne M. Sorenson Mgmt For For 1l. Election of Director: John W. Stanton Mgmt For For 1m. Election of Director: John W. Thompson Mgmt For For 1n. Election of Director: Padmasree Warrior Mgmt For For 2. Advisory vote to approve named executive Mgmt For For officer compensation 3. Ratification of Deloitte & Touche LLP as Mgmt Against Against our independent auditor for fiscal year 2019 -------------------------------------------------------------------------------------------------------------------------- MONDELEZ INTERNATIONAL, INC. Agenda Number: 934959404 -------------------------------------------------------------------------------------------------------------------------- Security: 609207105 Meeting Type: Annual Meeting Date: 15-May-2019 Ticker: MDLZ ISIN: US6092071058 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Lewis W.K. Booth Mgmt For For 1b. Election of Director: Charles E. Bunch Mgmt For For 1c. Election of Director: Debra A. Crew Mgmt For For 1d. Election of Director: Lois D. Juliber Mgmt For For 1e. Election of Director: Mark D. Ketchum Mgmt Against Against 1f. Election of Director: Peter W. May Mgmt For For 1g. Election of Director: Jorge S. Mesquita Mgmt For For 1h. Election of Director: Joseph Neubauer Mgmt For For 1i. Election of Director: Fredric G. Reynolds Mgmt Against Against 1j. Election of Director: Christiana S. Shi Mgmt For For 1k. Election of Director: Patrick T. Siewert Mgmt For For 1l. Election of Director: Jean-Francois M. L. Mgmt For For van Boxmeer 1m. Election of Director: Dirk Van de Put Mgmt Against Against 2. Advisory Vote to Approve Executive Mgmt For For Compensation. 3. Ratification of PricewaterhouseCoopers LLP Mgmt Against Against as Independent Registered Public Accountants for Fiscal Year Ending December 31, 2019. 4. Report on Environmental Impact of Cocoa Shr For Against Supply Chain. 5. Consider Employee Pay in Setting Chief Shr For Against Executive Officer Pay. -------------------------------------------------------------------------------------------------------------------------- NIKE, INC. Agenda Number: 934864237 -------------------------------------------------------------------------------------------------------------------------- Security: 654106103 Meeting Type: Annual Meeting Date: 20-Sep-2018 Ticker: NKE ISIN: US6541061031 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Alan B. Graf, Jr. Mgmt Withheld Against John C. Lechleiter Mgmt For For Michelle A. Peluso Mgmt For For 2. To approve executive compensation by an Mgmt Against Against advisory vote. 3. To consider a shareholder proposal Shr Against For regarding political contributions disclosure. 4. To ratify the appointment of Mgmt Against Against PricewaterhouseCoopers LLP as independent registered public accounting firm. -------------------------------------------------------------------------------------------------------------------------- NUCOR CORPORATION Agenda Number: 934959341 -------------------------------------------------------------------------------------------------------------------------- Security: 670346105 Meeting Type: Annual Meeting Date: 09-May-2019 Ticker: NUE ISIN: US6703461052 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Lloyd J. Austin III Mgmt For For Patrick J. Dempsey Mgmt For For John J. Ferriola Mgmt Withheld Against Victoria F. Haynes Ph.D Mgmt For For Christopher J. Kearney Mgmt Withheld Against Laurette T. Koellner Mgmt For For John H. Walker Mgmt Withheld Against 2. Ratification of the appointment of Mgmt Against Against PricewaterhouseCoopers LLP as Nucor's independent registered public accounting firm for the year ending December 31, 2019 3. Approval, on an advisory basis, of Nucor's Mgmt For For named executive officer compensation in 2018 4. Stockholder proposal regarding lobbying Shr Against For report 5. Stockholder proposal regarding political Shr Against For spending report -------------------------------------------------------------------------------------------------------------------------- THE BOEING COMPANY Agenda Number: 934941750 -------------------------------------------------------------------------------------------------------------------------- Security: 097023105 Meeting Type: Annual Meeting Date: 29-Apr-2019 Ticker: BA ISIN: US0970231058 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Robert A. Bradway Mgmt For For 1b. Election of Director: David L. Calhoun Mgmt Against Against 1c. Election of Director: Arthur D. Collins Jr. Mgmt Against Against 1d. Election of Director: Edmund P. Mgmt Against Against Giambastiani Jr. 1e. Election of Director: Lynn J. Good Mgmt For For 1f. Election of Director: Nikki R. Haley Mgmt For For 1g. Election of Director: Lawrence W. Kellner Mgmt For For 1h. Election of Director: Caroline B. Kennedy Mgmt For For 1i. Election of Director: Edward M. Liddy Mgmt For For 1j. Election of Director: Dennis A. Muilenburg Mgmt Against Against 1k. Election of Director: Susan C. Schwab Mgmt For For 1l. Election of Director: Ronald A. Williams Mgmt For For 1m. Election of Director: Mike S. Zafirovski Mgmt Against Against 2. Approve, on an Advisory Basis, Named Mgmt For For Executive Officer Compensation. 3. Ratify the Appointment of Deloitte & Touche Mgmt Against Against LLP as Independent Auditor for 2019. 4. Additional Report on Lobbying Activities. Shr Against For 5. Impact of Share Repurchases on Performance Shr Against For Metrics. 6. Independent Board Chairman. Shr For Against 7. Remove Size Limit on Proxy Access Group. Shr For Against 8. Mandatory Retention of Significant Stock by Shr For Against Executives -------------------------------------------------------------------------------------------------------------------------- THE HOME DEPOT, INC. Agenda Number: 934976157 -------------------------------------------------------------------------------------------------------------------------- Security: 437076102 Meeting Type: Annual Meeting Date: 23-May-2019 Ticker: HD ISIN: US4370761029 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Gerard J. Arpey Mgmt For For 1b. Election of Director: Ari Bousbib Mgmt For For 1c. Election of Director: Jeffery H. Boyd Mgmt For For 1d. Election of Director: Gregory D. Brenneman Mgmt For For 1e. Election of Director: J. Frank Brown Mgmt For For 1f. Election of Director: Albert P. Carey Mgmt Against Against 1g. Election of Director: Helena B. Foulkes Mgmt Against Against 1h. Election of Director: Linda R. Gooden Mgmt For For 1i. Election of Director: Wayne M. Hewett Mgmt For For 1j. Election of Director: Manuel Kadre Mgmt For For 1k. Election of Director: Stephanie C. Linnartz Mgmt For For 1l. Election of Director: Craig A. Menear Mgmt For For 2. Ratification of the Appointment of KPMG LLP Mgmt Against Against 3. Advisory Vote to Approve Executive Mgmt For For Compensation ("Say-on-Pay") 4. Shareholder Proposal Regarding EEO-1 Shr For Against Disclosure 5. Shareholder Proposal to Reduce the Shr Against For Threshold to Call Special Shareholder Meetings to 10% of Outstanding Shares 6. Shareholder Proposal Regarding Report on Shr For Against Prison Labor in the Supply Chain -------------------------------------------------------------------------------------------------------------------------- THE PROCTER & GAMBLE COMPANY Agenda Number: 934870115 -------------------------------------------------------------------------------------------------------------------------- Security: 742718109 Meeting Type: Annual Meeting Date: 09-Oct-2018 Ticker: PG ISIN: US7427181091 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Francis S. Blake Mgmt For For 1b. Election of Director: Angela F. Braly Mgmt For For 1c. Election of Director: Amy L. Chang Mgmt For For 1d. Election of Director: Kenneth I. Chenault Mgmt For For 1e. Election of Director: Scott D. Cook Mgmt Against Against 1f. Election of Director: Joseph Jimenez Mgmt For For 1g. Election of Director: Terry J. Lundgren Mgmt For For 1h. Election of Director: W. James McNerney, Mgmt Against Against Jr. 1i. Election of Director: Nelson Peltz Mgmt For For 1j. Election of Director: David S. Taylor Mgmt For For 1k. Election of Director: Margaret C. Whitman Mgmt For For 1l. Election of Director: Patricia A. Woertz Mgmt For For 1m. Election of Director: Ernesto Zedillo Mgmt For For 2. Ratify Appointment of the Independent Mgmt Against Against Registered Public Accounting Firm 3. Advisory Vote on the Company's Executive Mgmt For For Compensation (the "Say on Pay" vote) -------------------------------------------------------------------------------------------------------------------------- THE WALT DISNEY COMPANY Agenda Number: 934921099 -------------------------------------------------------------------------------------------------------------------------- Security: 254687106 Meeting Type: Annual Meeting Date: 07-Mar-2019 Ticker: DIS ISIN: US2546871060 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Susan E. Arnold Mgmt For For 1b. Election of Director: Mary T. Barra Mgmt Against Against 1c. Election of Director: Safra A. Catz Mgmt For For 1d. Election of Director: Francis A. deSouza Mgmt For For 1e. Election of Director: Michael Froman Mgmt For For 1f. Election of Director: Robert A. Iger Mgmt Against Against 1g. Election of Director: Maria Elena Mgmt Against Against Lagomasino 1h. Election of Director: Mark G. Parker Mgmt For For 1i. Election of Director: Derica W. Rice Mgmt For For 2. To ratify the appointment of Mgmt Against Against PricewaterhouseCoopers LLP as the Company's registered public accountants for fiscal 2019. 3. To approve the advisory resolution on Mgmt Against Against executive compensation. 4. Shareholder proposal requesting an annual Shr Against For report disclosing information regarding the Company's lobbying policies and activities. 5. Shareholder proposal requesting a report on Shr For Against use of additional cyber security and data privacy metrics in determining compensation of senior executives. -------------------------------------------------------------------------------------------------------------------------- UNITEDHEALTH GROUP INCORPORATED Agenda Number: 934998963 -------------------------------------------------------------------------------------------------------------------------- Security: 91324P102 Meeting Type: Annual Meeting Date: 03-Jun-2019 Ticker: UNH ISIN: US91324P1021 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: William C. Ballard, Mgmt Against Against Jr. 1b. Election of Director: Richard T. Burke Mgmt Against Against 1c. Election of Director: Timothy P. Flynn Mgmt For For 1d. Election of Director: Stephen J. Hemsley Mgmt Against Against 1e. Election of Director: Michele J. Hooper Mgmt For For 1f. Election of Director: F. William McNabb III Mgmt For For 1g. Election of Director: Valerie C. Montgomery Mgmt For For Rice, M.D. 1h. Election of Director: John H. Noseworthy, Mgmt For For M.D. 1i. Election of Director: Glenn M. Renwick Mgmt Against Against 1j. Election of Director: David S. Wichmann Mgmt For For 1k. Election of Director: Gail R. Wilensky, Mgmt For For Ph.D. 2. Advisory approval of the Company's Mgmt For For executive compensation. 3. Ratification of the appointment of Deloitte Mgmt Against Against & Touche LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2019. 4. The shareholder proposal set forth in the Shr For Against proxy statement requesting an amendment to the proxy access bylaw, if properly presented at the 2019 Annual Meeting of Shareholders. -------------------------------------------------------------------------------------------------------------------------- VALERO ENERGY CORPORATION Agenda Number: 934945948 -------------------------------------------------------------------------------------------------------------------------- Security: 91913Y100 Meeting Type: Annual Meeting Date: 30-Apr-2019 Ticker: VLO ISIN: US91913Y1001 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: H. Paulett Eberhart Mgmt For For 1B. Election of Director: Joseph W. Gorder Mgmt Against Against 1C. Election of Director: Kimberly S. Greene Mgmt For For 1D. Election of Director: Deborah P. Majoras Mgmt For For 1E. Election of Director: Donald L. Nickles Mgmt Against Against 1F. Election of Director: Philip J. Pfeiffer Mgmt For For 1G. Election of Director: Robert A. Profusek Mgmt Against Against 1H. Election of Director: Stephen M. Waters Mgmt Against Against 1I. Election of Director: Randall J. Mgmt For For Weisenburger 1J. Election of Director: Rayford Wilkins, Jr. Mgmt For For 2. Ratify the appointment of KPMG LLP as Mgmt Against Against Valero's independent registered public accounting firm for 2019. 3. Approve, by non-binding vote, the 2018 Mgmt For For compensation of our named executive officers. -------------------------------------------------------------------------------------------------------------------------- VERIZON COMMUNICATIONS INC. Agenda Number: 934943261 -------------------------------------------------------------------------------------------------------------------------- Security: 92343V104 Meeting Type: Annual Meeting Date: 02-May-2019 Ticker: VZ ISIN: US92343V1044 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Shellye L. Archambeau Mgmt For For 1b. Election of Director: Mark T. Bertolini Mgmt For For 1c. Election of Director: Vittorio Colao Mgmt For For 1d. Election of Director: Melanie L. Healey Mgmt For For 1e. Election of Director: Clarence Otis, Jr. Mgmt For For 1f. Election of Director: Daniel H. Schulman Mgmt For For 1g. Election of Director: Rodney E. Slater Mgmt For For 1h. Election of Director: Kathryn A. Tesija Mgmt For For 1i. Election of Director: Hans E. Vestberg Mgmt Against Against 1j. Election of Director: Gregory G. Weaver Mgmt For For 2. Ratification of Appointment of Independent Mgmt Against Against Registered Public Accounting Firm 3. Advisory Vote to Approve Executive Mgmt For For Compensation 4. Nonqualified Savings Plan Earnings Shr Against For 5. Independent Chair Shr For Against 6. Report on Online Child Exploitation Shr For Against 7. Cybersecurity and Data Privacy Shr For Against 8. Severance Approval Policy Shr For Against -------------------------------------------------------------------------------------------------------------------------- VISA INC. Agenda Number: 934911074 -------------------------------------------------------------------------------------------------------------------------- Security: 92826C839 Meeting Type: Annual Meeting Date: 29-Jan-2019 Ticker: V ISIN: US92826C8394 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Lloyd A. Carney Mgmt For For 1b. Election of Director: Mary B. Cranston Mgmt For For 1c. Election of Director: Francisco Javier Mgmt For For Fernandez-Carbajal 1d. Election of Director: Alfred F. Kelly, Jr. Mgmt For For 1e. Election of Director: John F. Lundgren Mgmt For For 1f. Election of Director: Robert W. Matschullat Mgmt Against Against 1g. Election of Director: Denise M. Morrison Mgmt For For 1h. Election of Director: Suzanne Nora Johnson Mgmt For For 1i. Election of Director: John A. C. Swainson Mgmt Against Against 1j. Election of Director: Maynard G. Webb, Jr. Mgmt For For 2. Advisory vote to approve executive Mgmt For For compensation. 3. Ratification of the appointment of KPMG LLP Mgmt Against Against as our independent registered public accounting firm for the 2019 fiscal year. -------------------------------------------------------------------------------------------------------------------------- WALMART INC. Agenda Number: 935000872 -------------------------------------------------------------------------------------------------------------------------- Security: 931142103 Meeting Type: Annual Meeting Date: 05-Jun-2019 Ticker: WMT ISIN: US9311421039 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Cesar Conde Mgmt For For 1b. Election of Director: Stephen J. Mgmt For For Easterbrook 1c. Election of Director: Timothy P. Flynn Mgmt For For 1d. Election of Director: Sarah J. Friar Mgmt For For 1e. Election of Director: Carla A. Harris Mgmt For For 1f. Election of Director: Thomas W. Horton Mgmt For For 1g. Election of Director: Marissa A. Mayer Mgmt For For 1h. Election of Director: C. Douglas McMillon Mgmt For For 1i. Election of Director: Gregory B. Penner Mgmt For For 1j. Election of Director: Steven S Reinemund Mgmt For For 1k. Election of Director: S. Robson Walton Mgmt For For 1l. Election of Director: Steuart L. Walton Mgmt For For 2. Advisory Vote to Approve Named Executive Mgmt For For Officer Compensation 3. Ratification of Ernst & Young LLP as Mgmt Against Against Independent Accountants 4. Request to Strengthen Prevention of Shr For Against Workplace Sexual Harassment 5. Request to Adopt Cumulative Voting Shr Against For Amplify CrowdBureau Peer to Peer Lending and Crowdfunding ETF -------------------------------------------------------------------------------------------------------------------------- The fund held no voting securities during the reporting period and did not vote any securities or have any securities that were subject to a vote during the reporting period. Amplify EASI Tactical Growth ETF -------------------------------------------------------------------------------------------------------------------------- CINTAS CORPORATION Agenda Number: 934877929 -------------------------------------------------------------------------------------------------------------------------- Security: 172908105 Meeting Type: Annual Meeting Date: 30-Oct-2018 Ticker: CTAS ISIN: US1729081059 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Gerald S. Adolph Mgmt Against Against 1b. Election of Director: John F. Barrett Mgmt For For 1c. Election of Director: Melanie W. Barstad Mgmt For For 1d. Election of Director: Robert E. Coletti Mgmt For For 1e. Election of Director: Scott D. Farmer Mgmt Against Against 1f. Election of Director: James J. Johnson Mgmt For For 1g. Election of Director: Joseph Scaminace Mgmt For For 1h. Election of Director: Ronald W. Tysoe Mgmt Against Against 2. To approve, on an advisory basis, named Mgmt For For executive officer compensation. 3. To ratify Ernst & Young LLP as our Mgmt Against Against independent registered public accounting firm for fiscal year 2019. -------------------------------------------------------------------------------------------------------------------------- KORN/FERRY INTERNATIONAL Agenda Number: 934866786 -------------------------------------------------------------------------------------------------------------------------- Security: 500643200 Meeting Type: Annual Meeting Date: 26-Sep-2018 Ticker: KFY ISIN: US5006432000 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Doyle N. Beneby Mgmt For For 1B. Election of Director: Gary D. Burnison Mgmt For For 1C. Election of Director: William R. Floyd Mgmt For For 1D. Election of Director: Christina A. Gold Mgmt For For 1E. Election of Director: Jerry P. Leamon Mgmt For For 1F. Election of Director: Angel R. Martinez Mgmt For For 1G. Election of Director: Debra J. Perry Mgmt For For 1H. Election of Director: George T. Shaheen Mgmt Against Against 2. Advisory (non-binding) resolution to Mgmt For For approve the Company's executive compensation. 3. Appointment of Ernst & Young LLP as the Mgmt Against Against Company's independent registered public accounting firm for Company's 2019 fiscal year 4. Approve amendments to the Company's Mgmt For For Restated Certificate of Incorporation to allow holders of 25% of outstanding shares to call special stockholder meetings. 5. Stockholder proposal requesting amendments Shr Against For to allow holders of 10% of outstanding shares to call special stockholder meetings, if properly presented at the meeting. -------------------------------------------------------------------------------------------------------------------------- MICROSOFT CORPORATION Agenda Number: 934884544 -------------------------------------------------------------------------------------------------------------------------- Security: 594918104 Meeting Type: Annual Meeting Date: 28-Nov-2018 Ticker: MSFT ISIN: US5949181045 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: William H. Gates lll Mgmt For For 1b. Election of Director: Reid G. Hoffman Mgmt For For 1c. Election of Director: Hugh F. Johnston Mgmt For For 1d. Election of Director: Teri L. List-Stoll Mgmt For For 1e. Election of Director: Satya Nadella Mgmt For For 1f. Election of Director: Charles H. Noski Mgmt Against Against 1g. Election of Director: Helmut Panke Mgmt For For 1h. Election of Director: Sandra E. Peterson Mgmt For For 1i. Election of Director: Penny S. Pritzker Mgmt For For 1j. Election of Director: Charles W. Scharf Mgmt For For 1k. Election of Director: Arne M. Sorenson Mgmt For For 1l. Election of Director: John W. Stanton Mgmt For For 1m. Election of Director: John W. Thompson Mgmt For For 1n. Election of Director: Padmasree Warrior Mgmt For For 2. Advisory vote to approve named executive Mgmt For For officer compensation 3. Ratification of Deloitte & Touche LLP as Mgmt Against Against our independent auditor for fiscal year 2019 -------------------------------------------------------------------------------------------------------------------------- ORION ENGINEERED CARBONS S A Agenda Number: 934881322 -------------------------------------------------------------------------------------------------------------------------- Security: L72967109 Meeting Type: Special Meeting Date: 16-Oct-2018 Ticker: OEC ISIN: LU1092234845 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Ratification of the co-optation by the Mgmt For For Board of Directors on August 2, 2018 and appointment of Ms. Kerry Galvin, as Director for a term ending at the annual general meeting of shareholders called to approve the Company's annual accounts for the financial year ending December 31, 2019. 2. Appointment of Mr. Jack Clem, as Director Mgmt For For for a period ending at the annual general meeting of shareholders called to approve the Company's annual accounts for the financial year ending December 31, 2019. 3. Appointment of Mr. Corning Painter, as Mgmt For For Director for a period ending at the annual general meeting of shareholders called to approve the Company's annual accounts for the financial year ending December 31, 2019. -------------------------------------------------------------------------------------------------------------------------- PROPETRO HOLDING CORP. Agenda Number: 935010443 -------------------------------------------------------------------------------------------------------------------------- Security: 74347M108 Meeting Type: Annual Meeting Date: 14-Jun-2019 Ticker: PUMP ISIN: US74347M1080 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Dale Redman Mgmt For For Spencer D. Armour, III Mgmt For For Steven Beal Mgmt For For Mark S. Berg Mgmt For For Anthony Best Mgmt For For Pryor Blackwell Mgmt For For Alan E. Douglas Mgmt For For Royce W. Mitchell Mgmt For For Jack B. Moore Mgmt For For 2. To approve an amendment of the Company's Mgmt For For Certificate of Incorporation to remove inoperative provisions related to the Company's former majority stockholder. 3. To approve an amendment of the Company's Mgmt For For Certificate of Incorporation to remove the supermajority voting requirement for stockholders to amend the Company's Bylaws. 4. To approve an amendment of the Company's Mgmt For For Certificate of Incorporation to remove the supermajority voting requirement for stockholders to amend the Company's Certificate of Incorporation. 5. To approve, on a non-binding advisory Mgmt For For basis, the Company's named executive officer compensation. 6. To approve an advisory vote on the Mgmt 1 Year For frequency of future advisory votes on executive compensation. 7. To ratify the appointment of Deloitte & Mgmt For For Touche LLP to serve as the Company's independent registered public accounting firm for the year ending December 31, 2019. -------------------------------------------------------------------------------------------------------------------------- QUINSTREET INC Agenda Number: 934874935 -------------------------------------------------------------------------------------------------------------------------- Security: 74874Q100 Meeting Type: Annual Meeting Date: 24-Oct-2018 Ticker: QNST ISIN: US74874Q1004 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Douglas Valenti Mgmt Withheld Against 2. Ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as QuinStreet, Inc.'s independent registered public accounting firm for the fiscal year ending June 30, 2019. 3. Approval, by advisory vote, of the Mgmt For For compensation awarded to QuinStreet, Inc.'s named executive officers as disclosed in the proxy statement. -------------------------------------------------------------------------------------------------------------------------- RED HAT, INC. Agenda Number: 934851076 -------------------------------------------------------------------------------------------------------------------------- Security: 756577102 Meeting Type: Annual Meeting Date: 09-Aug-2018 Ticker: RHT ISIN: US7565771026 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Sohaib Abbasi Mgmt For For 1.2 Election of Director: W. Steve Albrecht Mgmt For For 1.3 Election of Director: Charlene T. Begley Mgmt For For 1.4 Election of Director: Narendra K. Gupta Mgmt Against Against 1.5 Election of Director: Kimberly L. Hammonds Mgmt For For 1.6 Election of Director: William S. Kaiser Mgmt Against Against 1.7 Election of Director: James M. Whitehurst Mgmt Against Against 1.8 Election of Director: Alfred W. Zollar Mgmt For For 2. To approve, on an advisory basis, a Mgmt For For resolution relating to Red Hat's executive compensation 3. To ratify the selection of Mgmt Against Against PricewaterhouseCoopers LLP as Red Hat's independent registered public accounting firm for the fiscal year ending February 28, 2019 -------------------------------------------------------------------------------------------------------------------------- STATE BANK FINANCIAL CORPORATION Agenda Number: 934862853 -------------------------------------------------------------------------------------------------------------------------- Security: 856190103 Meeting Type: Special Meeting Date: 18-Sep-2018 Ticker: STBZ ISIN: US8561901039 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Proposal to approve the Agreement and Plan Mgmt For For of Merger, dated as of May 11, 2018, as it may be amended from time to time, by and between State Bank Financial Corporation ("State Bank") and Cadence Bancorporation ("Cadence"), pursuant to which State Bank will merge with and into Cadence (the "merger proposal"). 2. Proposal to approve on a non-binding, Mgmt For For advisory basis the compensation that may be paid or become payable to the named executive officers of State Bank that is based on or otherwise relates to the merger. 3. Proposal to approve one or more Mgmt For For adjournments of the State Bank special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the merger proposal. -------------------------------------------------------------------------------------------------------------------------- UBIQUITI NETWORKS, INC. Agenda Number: 934893618 -------------------------------------------------------------------------------------------------------------------------- Security: 90347A100 Meeting Type: Annual Meeting Date: 11-Dec-2018 Ticker: UBNT ISIN: US90347A1007 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Class I Director: Michael E. Mgmt For For Hurlston 1b. Election of Class I Director: Rafael Torres Mgmt For For 2. Ratification of the appointment of KPMG LLP Mgmt Against Against as Ubiquiti's independent registered public accounting firm for the fiscal year ending June 30, 2019. 3. The approval of Ubiquiti's named executive Mgmt For For officer compensation, on an advisory and non-binding basis. 4. The frequency of holding future advisory Mgmt 1 Year Against stockholder votes on executive officer compensation, on an advisory and non-binding basis. -------------------------------------------------------------------------------------------------------------------------- VEEVA SYSTEMS INC. Agenda Number: 935018780 -------------------------------------------------------------------------------------------------------------------------- Security: 922475108 Meeting Type: Annual Meeting Date: 20-Jun-2019 Ticker: VEEV ISIN: US9224751084 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Ronald E.F. Codd Mgmt For For Peter P. Gassner Mgmt For For 2. Ratify the appointment of KPMG LLP as Veeva Mgmt Against Against Systems Inc.'s independent registered public accounting firm for the fiscal year ending January 31, 2020. -------------------------------------------------------------------------------------------------------------------------- VMWARE, INC. Agenda Number: 935027018 -------------------------------------------------------------------------------------------------------------------------- Security: 928563402 Meeting Type: Annual Meeting Date: 25-Jun-2019 Ticker: VMW ISIN: US9285634021 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 2. An advisory vote to approve named executive Mgmt For For officer compensation, as described in VMware's Proxy Statement. 3. To approve an amendment to the Amended and Mgmt Against Against Restated 2007 Equity and Incentive Plan. 4. To approve an amendment to the Amended and Mgmt For For Restated 2007 Employee Stock Purchase Plan. 5. To ratify the selection by the Audit Mgmt Against Against Committee of VMware's Board of Directors of PricewaterhouseCoopers LLP as VMware's independent auditor for the fiscal year ending January 31, 2020. -------------------------------------------------------------------------------------------------------------------------- XCERRA CORPORATION Agenda Number: 934863728 -------------------------------------------------------------------------------------------------------------------------- Security: 98400J108 Meeting Type: Special Meeting Date: 30-Aug-2018 Ticker: XCRA ISIN: US98400J1088 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To approve the Agreement and Plan of Mgmt For For Merger, dated as of May 7, 2018, by and among Cohu, Inc., Xavier Acquisition Corporation and the Company. 2. To approve any proposal to adjourn the Mgmt For For Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve the Merger Agreement at the time of the Special Meeting. 3. To approve, by non-binding, advisory vote, Mgmt Against Against compensation that will or may become payable by Xcerra Corporation to its named executive officers in connection with the Merger. Amplify International Online Retail ETF -------------------------------------------------------------------------------------------------------------------------- MERCADOLIBRE, INC. Agenda Number: 935010633 -------------------------------------------------------------------------------------------------------------------------- Security: 58733R102 Meeting Type: Annual Meeting Date: 10-Jun-2019 Ticker: MELI ISIN: US58733R1023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Emiliano Calemzuk Mgmt For For Marcos Galperin Mgmt Withheld Against Roberto Balls Sallouti Mgmt For For 2. To approve, on an advisory basis, the Mgmt For For compensation of our named executive officers. 3. Adoption of the Amended and Restated 2009 Mgmt For For Equity Compensation Plan. 4. Ratification of the appointment of Deloitte Mgmt Against Against & Co. S.A. as our independent registered public accounting firm for the fiscal year ending December 31, 2019. -------------------------------------------------------------------------------------------------------------------------- SHOPIFY INC. Agenda Number: 935012372 -------------------------------------------------------------------------------------------------------------------------- Security: 82509L107 Meeting Type: Annual Meeting Date: 29-May-2019 Ticker: SHOP ISIN: CA82509L1076 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR Tobias Lutke Mgmt Withheld Against Robert Ashe Mgmt For For Gail Goodman Mgmt For For Colleen Johnston Mgmt For For Jeremy Levine Mgmt For For John Phillips Mgmt For For 2 Resolution approving the re-appointment of Mgmt Abstain Against PricewaterhouseCoopers LLP as auditors of the Company and authorizing the Board of Directors to fix their remuneration. 3 Non-binding advisory resolution that the Mgmt For For shareholders accept the Company's approach to executive compensation as disclosed in the Management Information Circular for the Meeting. -------------------------------------------------------------------------------------------------------------------------- TRIVAGO N.V. Agenda Number: 935034063 -------------------------------------------------------------------------------------------------------------------------- Security: 89686D105 Meeting Type: Annual Meeting Date: 28-Jun-2019 Ticker: TRVG ISIN: US89686D1054 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 4. Adoption of the annual accounts over the Mgmt For financial year 2018. 6. Appointment of the external auditor for the Mgmt For financial year 2019. 7. Release of the managing directors from Mgmt For liability for the exercise of their duties during the financial year 2018. 8. Release of the supervisory directors from Mgmt For liability for the exercise of their duties during the financial year 2018. 9. Reappointment of R.T.J. Schromgens as Mgmt For managing director for a period expiring at the end of the annual general meeting to be held in the year 2020. 10. Reappointment of T.J. Thomas as managing Mgmt For director for a period expiring at the end of the annual general meeting to be held in the year 2020. 11. Reappointment of P.M. Kern as supervisory Mgmt For director for a period expiring at the end of the annual general meeting to be held in the year 2022. 12. Appointment of H. Mankodi as supervisory Mgmt For director for a period expiring at the end of the annual general meeting to be held in the year 2022. 13. Reappointment of F.G. Mazzella as Mgmt For supervisory director for a period expiring at the end of the annual general meeting to be held in the year 2022. 14. Reappointment of M.D. Okerstrom as Mgmt Against supervisory director for a period expiring at the end of the annual general meeting to be held in the year 2022. 15. Reappointment of L.N. Ostberg as Mgmt For supervisory director for a period expiring at the end of the annual general meeting to be held in the year 2022. 16. Reappointment of D. Schneider as Mgmt For supervisory director for a period expiring at the end of the annual general meeting to be held in the year 2022. 17. Authorization of the management board to Mgmt For acquire shares in the Company's capital. 18. Approval under the Company's 2016 Amended Mgmt Against and Restated Omnibus Incentive Plan. Amplify Online Retail ETF -------------------------------------------------------------------------------------------------------------------------- 1-800-FLOWERS.COM, INC. Agenda Number: 934892604 -------------------------------------------------------------------------------------------------------------------------- Security: 68243Q106 Meeting Type: Annual Meeting Date: 11-Dec-2018 Ticker: FLWS ISIN: US68243Q1067 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Geralyn R. Breig Mgmt For For Celia Brown Mgmt For For James Cannavino Mgmt Withheld Against Eugene DeMark Mgmt For For Leonard J. Elmore Mgmt Withheld Against Sean Hegarty Mgmt For For Christopher G. McCann Mgmt For For James F. McCann Mgmt Withheld Against Katherine Oliver Mgmt For For Larry Zarin Mgmt For For 2. To ratify the appointment of BDO USA, LLP Mgmt For For as our independent registered public accounting firm for the fiscal year ending June 30, 2019. 3. To vote on one shareholder proposal Shr For Against regarding a change to provide that all of the Company's outstanding stock have one vote per share. -------------------------------------------------------------------------------------------------------------------------- ALIBABA GROUP HOLDING LIMITED Agenda Number: 934878553 -------------------------------------------------------------------------------------------------------------------------- Security: 01609W102 Meeting Type: Annual Meeting Date: 31-Oct-2018 Ticker: BABA ISIN: US01609W1027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to serve for a three Mgmt Against Against year term: JOSEPH C. TSAI 1b. Election of Director to serve for a three Mgmt For For year term: J. MICHAEL EVANS 1c. Election of Director to serve for a three Mgmt For For year term: ERIC XIANDONG JING 1d. Election of Director to serve for a three Mgmt For For year term: BORJE E. EKHOLM 2. Ratify the appointment of Mgmt For For PricewaterhouseCoopers as the independent registered public accounting firm of the Company. -------------------------------------------------------------------------------------------------------------------------- AMAZON.COM, INC. Agenda Number: 934985954 -------------------------------------------------------------------------------------------------------------------------- Security: 023135106 Meeting Type: Annual Meeting Date: 22-May-2019 Ticker: AMZN ISIN: US0231351067 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Jeffrey P. Bezos Mgmt For For 1b. Election of Director: Rosalind G. Brewer Mgmt For For 1c. Election of Director: Jamie S. Gorelick Mgmt For For 1d. Election of Director: Daniel P. Mgmt For For Huttenlocher 1e. Election of Director: Judith A. McGrath Mgmt For For 1f. Election of Director: Indra K. Nooyi Mgmt For For 1g. Election of Director: Jonathan J. Mgmt For For Rubinstein 1h. Election of Director: Thomas O. Ryder Mgmt Against Against 1i. Election of Director: Patricia Q. Mgmt For For Stonesifer 1j. Election of Director: Wendell P. Weeks Mgmt For For 2. RATIFICATION OF THE APPOINTMENT OF ERNST & Mgmt Against Against YOUNG LLP AS INDEPENDENT AUDITORS. 3. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For COMPENSATION. 4. SHAREHOLDER PROPOSAL REQUESTING AN ANNUAL Shr Against For REPORT ON MANAGEMENT OF FOOD WASTE. 5. SHAREHOLDER PROPOSAL REQUESTING A REDUCTION Shr Against For IN THE OWNERSHIP THRESHOLD FOR CALLING SPECIAL SHAREHOLDER MEETINGS. 6. SHAREHOLDER PROPOSAL REQUESTING A BAN ON Shr Against For GOVERNMENT USE OF CERTAIN TECHNOLOGIES. 7. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For THE IMPACT OF GOVERNMENT USE OF CERTAIN TECHNOLOGIES. 8. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For CERTAIN PRODUCTS. 9. SHAREHOLDER PROPOSAL REQUESTING AN Shr For Against INDEPENDENT BOARD CHAIR POLICY. 10. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr For Against CERTAIN EMPLOYMENT POLICIES. 11. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr For Against CLIMATE CHANGE TOPICS. 12. SHAREHOLDER PROPOSAL REQUESTING A BOARD Shr For Against IDEOLOGY DISCLOSURE POLICY. 13. SHAREHOLDER PROPOSAL REQUESTING CHANGES TO Shr For Against THE COMPANY'S GENDER PAY REPORTING. 14. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr For Against INTEGRATING CERTAIN METRICS INTO EXECUTIVE COMPENSATION. 15. SHAREHOLDER PROPOSAL REGARDING Shr For Against VOTE-COUNTING PRACTICES FOR SHAREHOLDER PROPOSALS. -------------------------------------------------------------------------------------------------------------------------- ASKUL CORPORATION Agenda Number: 709748466 -------------------------------------------------------------------------------------------------------------------------- Security: J03325107 Meeting Type: AGM Meeting Date: 02-Aug-2018 Ticker: ISIN: JP3119920001 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management Please reference meeting materials. Non-Voting 1 Approve Appropriation of Surplus Mgmt No vote 2.1 Appoint a Director Iwata, Shoichiro Mgmt No vote 2.2 Appoint a Director Yoshida, Hitoshi Mgmt No vote 2.3 Appoint a Director Yoshioka, Akira Mgmt No vote 2.4 Appoint a Director Koshimizu, Hironori Mgmt No vote 2.5 Appoint a Director Kimura, Miyoko Mgmt No vote 2.6 Appoint a Director Toda, Kazuo Mgmt No vote 2.7 Appoint a Director Imaizumi, Koji Mgmt No vote 2.8 Appoint a Director Ozawa, Takao Mgmt No vote 2.9 Appoint a Director Miyata, Hideaki Mgmt No vote 2.10 Appoint a Director Saito, Atsushi Mgmt No vote 3 Appoint a Corporate Auditor Kitada, Mikinao Mgmt No vote 4 Approve Details of the Restricted-Share Mgmt No vote Compensation Plan to be received by Directors -------------------------------------------------------------------------------------------------------------------------- ASOS PLC Agenda Number: 710130763 -------------------------------------------------------------------------------------------------------------------------- Security: G0536Q108 Meeting Type: AGM Meeting Date: 29-Nov-2018 Ticker: ISIN: GB0030927254 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 ACCEPT FINANCIAL STATEMENTS AND STATUTORY Mgmt No vote REPORTS 2 APPROVE REMUNERATION REPORT Mgmt No vote 3 ELECT ADAM CROZIER AS DIRECTOR Mgmt No vote 4 RE-ELECT NICK BEIGHTON AS DIRECTOR Mgmt No vote 5 RE-ELECT RITA CLIFTON AS DIRECTOR Mgmt No vote 6 RE-ELECT IAN DYSON AS DIRECTOR Mgmt No vote 7 RE-ELECT HILARY RIVA AS DIRECTOR Mgmt No vote 8 RE-ELECT NICK ROBERTSON AS DIRECTOR Mgmt No vote 9 REAPPOINT PRICEWATERHOUSECOOPERS LLP AS Mgmt No vote AUDITORS 10 AUTHORISE BOARD TO FIX REMUNERATION OF Mgmt No vote AUDITORS 11 AUTHORISE ISSUE OF EQUITY WITH PRE-EMPTIVE Mgmt No vote RIGHTS 12 AUTHORISE ISSUE OF EQUITY WITHOUT Mgmt No vote PRE-EMPTIVE RIGHTS 13 AUTHORISE MARKET PURCHASE OF ORDINARY Mgmt No vote SHARES 14 APPROVE INCREASE IN THE MAXIMUM AGGREGATE Mgmt No vote FEES PAYABLE TO NON-EXECUTIVE DIRECTORS -------------------------------------------------------------------------------------------------------------------------- BOOKING HOLDINGS INC. Agenda Number: 935004957 -------------------------------------------------------------------------------------------------------------------------- Security: 09857L108 Meeting Type: Annual Meeting Date: 06-Jun-2019 Ticker: BKNG ISIN: US09857L1089 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Timothy M. Armstrong Mgmt For For Jeffery H. Boyd Mgmt For For Glenn D. Fogel Mgmt For For Mirian Graddick-Weir Mgmt For For James M. Guyette Mgmt Withheld Against Wei Hopeman Mgmt For For Robert J. Mylod, Jr. Mgmt For For Charles H. Noski Mgmt For For Nancy B. Peretsman Mgmt For For Nicholas J. Read Mgmt For For Thomas E. Rothman Mgmt For For Lynn M. Vojvodich Mgmt For For Vanessa A. Wittman Mgmt For For 2. Ratification of Deloitte & Touche LLP as Mgmt Against Against our independent registered public accounting firm for the fiscal year ending December 31, 2019. 3. Advisory Vote to Approve 2018 Executive Mgmt For For Compensation. 4. Stockholder Proposal requesting that the Shr For Against Company amend its proxy access bylaw. -------------------------------------------------------------------------------------------------------------------------- CARVANA CO. Agenda Number: 934944580 -------------------------------------------------------------------------------------------------------------------------- Security: 146869102 Meeting Type: Annual Meeting Date: 23-Apr-2019 Ticker: CVNA ISIN: US1468691027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR J. Danforth Quayle Mgmt For For Gregory Sullivan Mgmt For For 2. Ratification of the appointment of Grant Mgmt For For Thornton LLP as Carvana's independent registered public accounting firm for the year ending December 31, 2019. 3. Approval, by an advisory vote, of Carvana's Mgmt For For executive compensation (i.e., "say-on-pay" proposal). 4. Recommendation, by an advisory vote, of the Mgmt 1 Year For frequency of future advisory votes on executive compensation (i.e., "say-on-pay frequency") -------------------------------------------------------------------------------------------------------------------------- CHEGG, INC. Agenda Number: 934995006 -------------------------------------------------------------------------------------------------------------------------- Security: 163092109 Meeting Type: Annual Meeting Date: 05-Jun-2019 Ticker: CHGG ISIN: US1630921096 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR John York Mgmt For For 2. To approve the non-binding advisory vote on Mgmt For For executive compensation for the year ended December 31, 2018. 3. To ratify the appointment of Deloitte & Mgmt For For Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019. -------------------------------------------------------------------------------------------------------------------------- CIMPRESS N.V. Agenda Number: 934890977 -------------------------------------------------------------------------------------------------------------------------- Security: N20146101 Meeting Type: Annual Meeting Date: 13-Nov-2018 Ticker: CMPR ISIN: NL0009272269 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Approve the amendment and restatement of Mgmt For For our articles of association to replace our current two-tier board structure with a single-tier Board of Directors. 2. Appoint Robert S. Keane as an executive Mgmt For For director to our Board of Directors to serve for a term of one year ending on the date of our annual general meeting of shareholders in 2019. 3. Appoint Scott Vassalluzzo as a Mgmt Against Against non-executive director to our Board of Directors to serve for a term of one year ending on the date of our annual general meeting of shareholders in 2019. 4. Appoint Sophie A. Gasperment as a Mgmt For For non-executive director to our Board of Directors to serve for a term of two years ending on the date of our annual general meeting of shareholders in 2020. 5. Appoint John J. Gavin, Jr. as a Mgmt Against Against non-executive director to our Board of Directors to serve for a term of three years ending on the date of our annual general meeting of shareholders in 2021. 6. Appoint Zachary S. Sternberg as a Mgmt For For non-executive director to our Board of Directors to serve for a term of three years ending on the date of our annual general meeting of shareholders in 2021. 7. Vote on a non-binding "say on pay" proposal Mgmt Against Against regarding the compensation of our named executive officers. 8. Adopt our statutory annual accounts for the Mgmt For For fiscal year ended June 30, 2018. 9. Discharge the members of our Management Mgmt For For Board from liability with respect to the exercise of their duties during the year ended June 30, 2018. 10. Discharge the members of our Supervisory Mgmt For For Board from liability with respect to the exercise of their duties during the year ended June 30, 2018. 11. Authorize the Board of Directors to Mgmt Against Against repurchase up to 6,200,000 of our issued and outstanding ordinary shares until May 13, 2020. 12. Authorize the Board of Directors to issue Mgmt For For ordinary shares or grant rights to subscribe for ordinary shares until May 13, 2020. 13. Authorize the Board of Directors to exclude Mgmt For For or restrict our shareholders' preemptive rights with respect to ordinary shares and rights to subscribe for ordinary shares until May 13, 2020. 14. Appoint PricewaterhouseCoopers LLP as our Mgmt For For independent registered public accounting firm for the fiscal year ending June 30, 2019. 15. Approve a Remuneration Policy for our Board Mgmt Against Against of Directors. 16. Approve the grant of ordinary share awards Mgmt For For to the members of our Supervisory Board who were not nominated for appointment to our Board of Directors. 17. Approve an amendment to our 2016 Mgmt Against Against Performance Equity Plan. -------------------------------------------------------------------------------------------------------------------------- COPART, INC. Agenda Number: 934905261 -------------------------------------------------------------------------------------------------------------------------- Security: 217204106 Meeting Type: Annual Meeting Date: 17-Dec-2018 Ticker: CPRT ISIN: US2172041061 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Willis J. Johnson Mgmt Against Against 1.2 Election of Director: A. Jayson Adair Mgmt For For 1.3 Election of Director: Matt Blunt Mgmt For For 1.4 Election of Director: Steven D. Cohan Mgmt Against Against 1.5 Election of Director: Daniel J. Englander Mgmt Against Against 1.6 Election of Director: James E. Meeks Mgmt For For 1.7 Election of Director: Thomas N. Tryforos Mgmt For For 2. Advisory (non-binding) stockholder vote on Mgmt For For executive compensation (say-on-pay vote). 3. To ratify a cash and equity director Mgmt For For compensation program for our executive chairman and non-employee directors 4. To ratify the appointment of Ernst & Young Mgmt Against Against LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2019. 5. To approve adjournment of the meeting to a Mgmt For For later date or dates, if necessary or desirable, to permit further solicitation and vote of proxies, in the event that there are not sufficient votes to approve one or more of the above proposals. -------------------------------------------------------------------------------------------------------------------------- DELIVERY HERO SE Agenda Number: 711207983 -------------------------------------------------------------------------------------------------------------------------- Security: D1T0KZ103 Meeting Type: AGM Meeting Date: 12-Jun-2019 Ticker: ISIN: DE000A2E4K43 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT FOLLOWING THE AMENDMENT TO Non-Voting PARAGRAPH 21 OF THE SECURITIES TRADE ACT ON 9TH JULY 2015 AND THE OVER-RULING OF THE DISTRICT COURT IN COLOGNE JUDGMENT FROM 6TH JUNE 2012 THE VOTING PROCESS HAS NOW CHANGED WITH REGARD TO THE GERMAN REGISTERED SHARES. AS A RESULT, IT IS NOW THE RESPONSIBILITY OF THE END-INVESTOR (I.E. FINAL BENEFICIARY) AND NOT THE INTERMEDIARY TO DISCLOSE RESPECTIVE FINAL BENEFICIARY VOTING RIGHTS THEREFORE THE CUSTODIAN BANK / AGENT IN THE MARKET WILL BE SENDING THE VOTING DIRECTLY TO MARKET AND IT IS THE END INVESTORS RESPONSIBILITY TO ENSURE THE REGISTRATION ELEMENT IS COMPLETE WITH THE ISSUER DIRECTLY, SHOULD THEY HOLD MORE THAN 3 % OF THE TOTAL SHARE CAPITAL CMMT THE VOTE/REGISTRATION DEADLINE AS DISPLAYED Non-Voting ON PROXYEDGE IS SUBJECT TO CHANGE AND WILL BE UPDATED AS SOON AS BROADRIDGE RECEIVES CONFIRMATION FROM THE SUB CUSTODIANS REGARDING THEIR INSTRUCTION DEADLINE. FOR ANY QUERIES PLEASE CONTACT YOUR CLIENT SERVICES REPRESENTATIVE CMMT ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WPHG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU CMMT COUNTER PROPOSALS MAY BE SUBMITTED UNTIL Non-Voting 28.05.2019. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER'S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY'S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE 1 PRESENTATION OF THE ADOPTED ANNUAL Non-Voting FINANCIAL STATEMENTS AND THE APPROVED CONSOLIDATED FINANCIAL STATEMENTS FOR FISCAL YEAR 2018, TOGETHER WITH THE COMBINED MANAGEMENT REPORT FOR DELIVERY HERO SE AND THE DELIVERY HERO GROUP AND THE REPORT OF THE SUPERVISORY BOARD ON THE INFORMATION REQUIRED PURSUANT TO SECTIONS 289A (1), 315A (1) OF THE GERMAN COMMERCIAL CODE (HANDELSGESETZBUCH - HGB) 2 DISCHARGE OF THE MANAGEMENT BOARD FOR Mgmt No vote FISCAL YEAR 2018 3.1 DISCHARGE OF THE SUPERVISORY BOARD FOR Mgmt No vote FISCAL YEAR 2018: DR. MARTIN ENDERLE 3.2 DISCHARGE OF THE SUPERVISORY BOARD FOR Mgmt No vote FISCAL YEAR 2018: HILARY KAY GOSHER 3.3 DISCHARGE OF THE SUPERVISORY BOARD FOR Mgmt No vote FISCAL YEAR 2018: BJORN OLOF LJUNGBERG 3.4 DISCHARGE OF THE SUPERVISORY BOARD FOR Mgmt No vote FISCAL YEAR 2018: PATRICK KOLEK 3.5 DISCHARGE OF THE SUPERVISORY BOARD FOR Mgmt No vote FISCAL YEAR 2018: VERA STACHOWIAK 3.6 DISCHARGE OF THE SUPERVISORY BOARD FOR Mgmt No vote FISCAL YEAR 2018: SEMIH YALCIN 3.7 DISCHARGE OF THE SUPERVISORY BOARD FOR Mgmt No vote FISCAL YEAR 2018: JONATHAN GREEN 3.8 DISCHARGE OF THE SUPERVISORY BOARD FOR Mgmt No vote FISCAL YEAR 2018: JEFFREY LIEBERMAN 3.9 DISCHARGE OF THE SUPERVISORY BOARD FOR Mgmt No vote FISCAL YEAR 2018: GEORG GRAF VON WALDERSEE 3.10 DISCHARGE OF THE SUPERVISORY BOARD FOR Mgmt No vote FISCAL YEAR 2018: JANIS ZECH 4 RESOLUTION ON THE APPOINTMENT OF THE Mgmt No vote AUDITOR AND THE AUDITOR OF THE CONSOLIDATED FINANCIAL STATEMENTS AND THE AUDITOR OF INTERIM FINANCIAL REPORTS AND ANY OTHER FINANCIAL INFORMATION OF THE COMPANY DURING THE FINANCIAL YEAR: KPMG AG WIRTSCHAFTSPRUFUNGSGESELLSCHAFT, BERLIN, BE APPOINTED AUDITOR OF THE ANNUAL FINANCIAL STATEMENTS AND THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS FOR FISCAL YEAR 2019 AND FOR A REVIEW OF THE INTERIM FINANCIAL REPORTS AND, IF APPLICABLE, OF ADDITIONAL INTERIM FINANCIAL INFORMATION WITHIN THE MEANING OF SECTION 115 (7) OF THE GERMAN SECURITIES TRADING ACT (WERTPAPIERHANDELSGESETZ - WPHG) IN FISCAL YEAR 2019 PREPARED PRIOR TO THE ANNUAL GENERAL MEETING IN 2020 AND AS FAR AS A REVIEW IS COMMISSIONED 5 RESOLUTION ON THE AMENDMENT OF AUTHORIZED Mgmt No vote CAPITAL/VII PURSUANT TO SECTION 4 (8) OF THE ARTICLES OF ASSOCIATION AND CORRESPONDING AMENDMENTS OF SECTION 4 (8) OF THE ARTICLES OF ASSOCIATION 6 RESOLUTION ON THE CANCELLATION OF THE Mgmt No vote PREVIOUS AUTHORIZATION TO ISSUE CONVERTIBLE BONDS, BONDS WITH WARRANTS, PROFIT PARTICIPATION RIGHTS AND/OR PROFIT PARTICIPATING BONDS (OR COMBINATIONS OF THESE INSTRUMENTS) WITH THE POSSIBILITY OF EXCLUDING SUBSCRIPTION RIGHTS AND CONDITIONAL CAPITAL 2017/I; RESOLUTION ON A NEW AUTHORIZATION TO ISSUE CONVERTIBLE BONDS, BONDS WITH WARRANTS, PROFIT PARTICIPATION RIGHTS AND/OR PROFIT PARTICIPATING BONDS (OR COMBINATIONS OF THESE INSTRUMENTS) WITH THE POSSIBILITY OF EXCLUDING SUBSCRIPTION RIGHTS AND ON THE CREATION OF CONDITIONAL CAPITAL 2019/I AS WELL AS ON THE CORRESPONDING AMENDMENT TO ARTICLE 4 OF THE ARTICLES OF ASSOCIATION 7 RESOLUTION ON AN AMENDMENT OF SECTION 16 Mgmt No vote (3) OF THE ARTICLES OF ASSOCIATION 8 RESOLUTION ON AN ADJUSTMENT OF THE Mgmt No vote COMPENSATION OF THE MEMBERS OF THE SUPERVISORY BOARD AND CORRESPONDING AMENDMENT OF SECTION 15 OF THE ARTICLES OF ASSOCIATION 9 RESOLUTION ON AN AMENDMENT OF SECTION 10 Mgmt No vote (2) SENTENCE 1 AND SECTION 10 (3) SENTENCE 3 OF THE ARTICLES OF ASSOCIATION 10 RESOLUTION ON AN AMENDMENT OF SECTION 12 Mgmt No vote (2) OF THE ARTICLES OF ASSOCIATION 11 RESOLUTION ON THE AUTHORIZATION TO GRANT Mgmt No vote SUBSCRIPTION RIGHTS TO MEMBERS OF THE MANAGEMENT BOARD OF THE COMPANY, TO MEMBERS OF THE MANAGEMENT OF AFFILIATED COMPANIES AND TO SELECTED EXECUTIVES AND EMPLOYEES OF THE COMPANY AND AFFILIATED COMPANIES IN GERMANY AND ABROAD (STOCK OPTION PROGRAM 2019) AND THE CREATION OF CONDITIONAL CAPITAL 2019/II AS WELL AS THE CORRESPONDING AMENDMENT OF SECTION 4 OF THE ARTICLES OF ASSOCIATION 12 RESOLUTION ON THE AMENDMENT OF THE Mgmt No vote RESOLUTION OF THE EXTRAORDINARY GENERAL MEETING OF 13 JUNE 2017 ON THE AUTHORIZATION TO GRANT SUBSCRIPTION RIGHTS TO MEMBERS OF THE MANAGEMENT BOARD OF THE COMPANY, TO MEMBERS OF THE MANAGEMENT OF AFFILIATED COMPANIES AS WELL AS TO SELECTED EXECUTIVES AND EMPLOYEES OF THE COMPANY AND AFFILIATED COMPANIES IN GERMANY AND ABROAD (STOCK OPTION PROGRAM 2017) AND ADJUSTMENT OF THE CONDITIONAL CAPITAL 2017/II AS WELL AS THE CORRESPONDING AMENDMENT OF ARTICLE 4 (10) OF THE ARTICLES OF ASSOCIATION -------------------------------------------------------------------------------------------------------------------------- EBAY INC. Agenda Number: 934993583 -------------------------------------------------------------------------------------------------------------------------- Security: 278642103 Meeting Type: Annual Meeting Date: 30-May-2019 Ticker: EBAY ISIN: US2786421030 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Fred D. Anderson Jr. Mgmt Against Against 1b. Election of Director: Anthony J. Bates Mgmt Against Against 1c. Election of Director: Adriane M. Brown Mgmt For For 1d. Election of Director: Jesse A. Cohn Mgmt For For 1e. Election of Director: Diana Farrell Mgmt For For 1f. Election of Director: Logan D. Green Mgmt For For 1g. Election of Director: Bonnie S. Hammer Mgmt Against Against 1h. Election of Director: Kathleen C. Mitic Mgmt Against Against 1i. Election of Director: Matthew J. Murphy Mgmt For For 1j. Election of Director: Pierre M. Omidyar Mgmt For For 1k. Election of Director: Paul S. Pressler Mgmt Against Against 1l. Election of Director: Robert H. Swan Mgmt For For 1m. Election of Director: Thomas J. Tierney Mgmt Against Against 1n. Election of Director: Perry M. Traquina Mgmt For For 1o. Election of Director: Devin N. Wenig Mgmt For For 2. Advisory vote to approve named executive Mgmt Against Against officer compensation. 3. Ratification of appointment of independent Mgmt Against Against auditors. 4. Management proposal to amend special Mgmt Against Against meeting provisions in the Company's charter and bylaws. 5. Stockholder proposal requesting that the Shr For Against Board require an independent chair, if properly presented. -------------------------------------------------------------------------------------------------------------------------- ETSY, INC. Agenda Number: 934998987 -------------------------------------------------------------------------------------------------------------------------- Security: 29786A106 Meeting Type: Annual Meeting Date: 04-Jun-2019 Ticker: ETSY ISIN: US29786A1060 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Class I Director: Jonathan D. Mgmt For For Klein 1b. Election of Class I Director: Margaret M. Mgmt For For Smyth 2. Ratification of the appointment of Mgmt Against Against PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019. 3. Advisory vote to approve executive Mgmt For For compensation. -------------------------------------------------------------------------------------------------------------------------- GRUBHUB INC. Agenda Number: 934978985 -------------------------------------------------------------------------------------------------------------------------- Security: 400110102 Meeting Type: Annual Meeting Date: 21-May-2019 Ticker: GRUB ISIN: US4001101025 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR David Fisher Mgmt For For David Habiger Mgmt For For Linda Johnson Rice Mgmt For For 2. Ratification of the appointment of Crowe Mgmt Against Against LLP as Grubhub Inc.'s independent registered accounting firm for the fiscal year ending December 31, 2019. 3. Advisory vote to approve named executive Mgmt For For officer compensation. 4. Approval of an Amendment to the Grubhub Mgmt For For Inc. 2015 Long-Term Incentive Plan. -------------------------------------------------------------------------------------------------------------------------- IAC/INTERACTIVECORP Agenda Number: 935017194 -------------------------------------------------------------------------------------------------------------------------- Security: 44919P508 Meeting Type: Annual Meeting Date: 12-Jun-2019 Ticker: IAC ISIN: US44919P5089 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Edgar Bronfman, Jr. Mgmt Withheld Against Chelsea Clinton Mgmt For For Barry Diller Mgmt Withheld Against Michael D. Eisner Mgmt For For Bonnie S. Hammer Mgmt For For Victor A. Kaufman Mgmt For For Joseph Levin Mgmt For For Bryan Lourd Mgmt Withheld Against David Rosenblatt Mgmt Withheld Against Alan G. Spoon Mgmt Withheld Against A. von Furstenberg Mgmt For For Richard F. Zannino Mgmt Withheld Against 2. Ratification of the appointment of Ernst & Mgmt Against Against Young LLP as IAC's independent registered public accounting firm for 2019. -------------------------------------------------------------------------------------------------------------------------- JUST EAT PLC Agenda Number: 710803607 -------------------------------------------------------------------------------------------------------------------------- Security: G5215U106 Meeting Type: AGM Meeting Date: 01-May-2019 Ticker: ISIN: GB00BKX5CN86 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE THE ANNUAL REPORT INCLUDING THE Mgmt No vote REPORTS OF THE DIRECTORS AND THE AUDITOR FOR THE YEAR ENDED 31 DECEMBER 2018 2 TO APPROVE THE DIRECTORS' REMUNERATION Mgmt No vote REPORT 3 TO REAPPOINT MIKE EVANS AS A DIRECTOR Mgmt No vote 4 TO REAPPOINT PAUL HARRISON AS A DIRECTOR Mgmt No vote 5 TO REAPPOINT GWYN BURR AS A DIRECTOR Mgmt No vote 6 TO REAPPOINT FREDERIC COOREVITS AS A Mgmt No vote DIRECTOR 7 TO REAPPOINT ALISTAIR COX AS A DIRECTOR Mgmt No vote 8 TO REAPPOINT ROISIN DONNELLY AS A DIRECTOR Mgmt No vote 9 TO REAPPOINT ANDREW GRIFFITH AS A DIRECTOR Mgmt No vote 10 TO REAPPOINT DIEGO OLIVA AS A DIRECTOR Mgmt No vote 11 TO REAPPOINT HELEN WEIR AS A DIRECTOR Mgmt No vote 12 TO REAPPOINT PETER DUFFY AS A DIRECTOR Mgmt No vote 13 TO REAPPOINT DELOITTE LLP AS AUDITOR Mgmt No vote 14 TO AUTHORISE THE DIRECTORS TO DETERMINE THE Mgmt No vote AUDITOR'S REMUNERATION 15 TO AUTHORISE THE DIRECTORS TO ALLOT Mgmt No vote RELEVANT SECURITIES PURSUANT TO SECTION 551 OF THE COMPANIES ACT 2006 16 TO AUTHORISE THE DIRECTORS TO DISAPPLY Mgmt No vote PRE-EMPTION RIGHTS PURSUANT TO SECTION 570 AND SECTION 573 OF THE COMPANIES ACT 2006 17 TO AUTHORISE THE DIRECTORS TO DISAPPLY Mgmt No vote PRE-EMPTION RIGHTS PURSUANT TO SECTION 570 AND SECTION 573 OF THE COMPANIES ACT 2006 UP TO A FURTHER 5% FOR ACQUISITIONS OR SPECIFIED CAPITAL EVENTS 18 TO AUTHORISE THE COMPANY TO REPURCHASE ITS Mgmt No vote OWN SHARES PURSUANT TO SECTION 701 OF THE COMPANIES ACT 2006 19 TO AUTHORISE POLITICAL DONATIONS AND Mgmt No vote EXPENDITURE 20 TO AUTHORISE THE CALLING OF A GENERAL Mgmt No vote MEETING OTHER THAN AN ANNUAL GENERAL MEETING ON NOT LESS THAN 14 CLEAR DAYS' NOTICE -------------------------------------------------------------------------------------------------------------------------- LANDS' END, INC. Agenda Number: 934957208 -------------------------------------------------------------------------------------------------------------------------- Security: 51509F105 Meeting Type: Annual Meeting Date: 09-May-2019 Ticker: LE ISIN: US51509F1057 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Robert Galvin Mgmt For For Jerome S. Griffith Mgmt For For Elizabeth Leykum Mgmt For For Josephine Linden Mgmt Withheld Against John T. McClain Mgmt For For Maureen Mullen Mgmt For For Jignesh Patel Mgmt For For Jonah Staw Mgmt For For 2. Advisory vote to approve the compensation Mgmt For For of our Named Executive Officers. 3. Approve the Lands' End, Inc. Amended and Mgmt For For Restated 2017 Stock Plan. 4. Ratify the appointment of Deloitte & Touche Mgmt Against Against LLP as the Company's independent registered public accounting firm for fiscal year 2019. -------------------------------------------------------------------------------------------------------------------------- MAKEMYTRIP LTD. Agenda Number: 934877157 -------------------------------------------------------------------------------------------------------------------------- Security: V5633W109 Meeting Type: Annual Meeting Date: 28-Sep-2018 Ticker: MMYT ISIN: MU0295S00016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To appoint KPMG as the independent auditor Mgmt For For of the Company for the fiscal year ending March 31, 2019, and to authorize the Company's Board of Directors to fix such auditor's remuneration. 2. To adopt the Company's consolidated and Mgmt For For unconsolidated financial statements for the fiscal year ended March 31, 2018 audited by KPMG (Mauritius). 3. To re-elect Aditya Tim Guleri as a director Mgmt Against Against on the Board of Directors of the Company. 4. To re-elect Gyaneshwarnath Gowrea as a Mgmt For For director on the Board of Directors of the Company. 5. To re-elect Paul Laurence Halpin as a Mgmt For For director on the Board of Directors of the Company. -------------------------------------------------------------------------------------------------------------------------- MERCADOLIBRE, INC. Agenda Number: 935010633 -------------------------------------------------------------------------------------------------------------------------- Security: 58733R102 Meeting Type: Annual Meeting Date: 10-Jun-2019 Ticker: MELI ISIN: US58733R1023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Emiliano Calemzuk Mgmt For For Marcos Galperin Mgmt Withheld Against Roberto Balls Sallouti Mgmt For For 2. To approve, on an advisory basis, the Mgmt For For compensation of our named executive officers. 3. Adoption of the Amended and Restated 2009 Mgmt For For Equity Compensation Plan. 4. Ratification of the appointment of Deloitte Mgmt Against Against & Co. S.A. as our independent registered public accounting firm for the fiscal year ending December 31, 2019. -------------------------------------------------------------------------------------------------------------------------- NETFLIX, INC. Agenda Number: 934997252 -------------------------------------------------------------------------------------------------------------------------- Security: 64110L106 Meeting Type: Annual Meeting Date: 06-Jun-2019 Ticker: NFLX ISIN: US64110L1061 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Class II Director: Timothy M. Mgmt Abstain Against Haley 1b. Election of Class II Director: Leslie Mgmt For For Kilgore 1c. Election of Class II Director: Ann Mather Mgmt For For 1d. Election of Class II Director: Susan Rice Mgmt For For 2. To ratify the appointment of Ernst & Young Mgmt Against Against LLP as the Company's independent registered public accounting firm for the year ending December 31, 2019. 3. Advisory approval of the Company's Mgmt For For executive officer compensation. 4. Stockholder proposal regarding political Shr Against For disclosure, if properly presented at the meeting. 5. Stockholder proposal regarding simple Shr For Against majority vote, if properly presented at the meeting. -------------------------------------------------------------------------------------------------------------------------- NUTRISYSTEM, INC. Agenda Number: 934926392 -------------------------------------------------------------------------------------------------------------------------- Security: 67069D108 Meeting Type: Special Meeting Date: 05-Mar-2019 Ticker: NTRI ISIN: US67069D1081 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To consider and vote on a proposal to adopt Mgmt For For the Agreement and Plan of Merger, dated as of December 9, 2018, as it may be amended from time to time, by and among Tivity Health, Inc., Sweet Acquisition, Inc. and Nutrisystem, Inc. 2. To consider and vote on a proposal to Mgmt For For approve the adjournment of the special meeting if necessary or appropriate, including to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve Proposal 1. 3. To consider and vote on a proposal to Mgmt For For approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to Nutrisystem, Inc.'s named executive officers in connection with, or following, the closing of the merger contemplated by the agreement referred to in Proposal 1 or in the absence of a quorum. -------------------------------------------------------------------------------------------------------------------------- OCADO GROUP PLC Agenda Number: 710512117 -------------------------------------------------------------------------------------------------------------------------- Security: G6718L106 Meeting Type: AGM Meeting Date: 01-May-2019 Ticker: ISIN: GB00B3MBS747 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE THE ANNUAL REPORT AND ACCOUNTS Mgmt No vote 2 TO APPROVE THE DIRECTORS' REMUNERATION Mgmt No vote POLICY 3 TO APPROVE THE DIRECTORS' REMUNERATION Mgmt No vote REPORT 4 TO RE-APPOINT LORD ROSE AS A DIRECTOR OF Mgmt No vote THE COMPANY 5 TO RE-APPOINT TIM STEINER AS A DIRECTOR OF Mgmt No vote THE COMPANY 6 TO RE-APPOINT DUNCAN TATTON-BROWN AS A Mgmt No vote DIRECTOR OF THE COMPANY 7 TO RE-APPOINT NEILL ABRAMS AS A DIRECTOR OF Mgmt No vote THE COMPANY 8 TO RE-APPOINT MARK RICHARDSON AS A DIRECTOR Mgmt No vote OF THE COMPANY 9 TO RE-APPOINT LUKE JENSEN AS A DIRECTOR OF Mgmt No vote THE COMPANY 10 TO RE-APPOINT JORN RAUSING AS A DIRECTOR OF Mgmt No vote THE COMPANY 11 TO RE-APPOINT RUTH ANDERSON AS A DIRECTOR Mgmt No vote OF THE COMPANY 12 TO RE-APPOINT DOUGLAS MCCALLUM AS A Mgmt No vote DIRECTOR OF THE COMPANY 13 TO RE-APPOINT ANDREW HARRISON AS A DIRECTOR Mgmt No vote OF THE COMPANY 14 TO RE-APPOINT EMMA LLOYD AS A DIRECTOR OF Mgmt No vote THE COMPANY 15 TO APPOINT JULIE SOUTHERN AS A DIRECTOR OF Mgmt No vote THE COMPANY 16 TO RE-APPOINT DELOITTE LLP AS AUDITOR Mgmt No vote 17 TO AUTHORISE THE DIRECTORS TO DETERMINE THE Mgmt No vote AUDITORS' REMUNERATION 18 AUTHORITY FOR POLITICAL DONATIONS AND Mgmt No vote POLITICAL EXPENDITURE 19 TO APPROVE THE OCADO VALUE CREATION PLAN Mgmt No vote 20 TO APPROVE THE OCADO ANNUAL INCENTIVE PLAN Mgmt No vote 21 TO APPROVE THE OCADO 2019 SHARESAVE SCHEME Mgmt No vote 22 TO APPROVE THE OCADO 2019 EXECUTIVE SHARE Mgmt No vote OPTION SCHEME 23 TO APPROVE THE AMENDMENT TO THE CHAIRMAN'S Mgmt No vote SHARE MATCHING AWARD 24 AUTHORITY TO ALLOT SHARES UP TO ONE-THIRD Mgmt No vote OF ISSUED SHARE CAPITAL 25 AUTHORITY TO ALLOT SHARES IN CONNECTION Mgmt No vote WITH A RIGHTS ISSUE ONLY 26 THAT, IF RESOLUTION 24 AND/OR RESOLUTION 25 Mgmt No vote IS/ARE PASSED, THE BOARD BE GIVEN POWER TO ALLOT EQUITY SECURITIES (AS DEFINED IN THE COMPANIES ACT 2006) FOR CASH UNDER THE AUTHORITY GIVEN BY RESOLUTION 24 AND/ OR RESOLUTION 25 (AS APPLICABLE) AND/OR TO SELL ORDINARY SHARES HELD BY THE COMPANY AS TREASURY SHARES FOR CASH AS IF SECTION 561 OF THE COMPANIES ACT 2006 DID NOT APPLY TO ANY SUCH ALLOTMENT OR SALE, SUCH POWER TO BE LIMITED: (A) TO THE ALLOTMENT OF EQUITY SECURITIES AND SALE OF TREASURY SHARES FOR CASH IN CONNECTION WITH AN OFFER OF, OR INVITATION TO APPLY FOR, EQUITY SECURITIES (BUT IN THE CASE OF THE AUTHORITY GRANTED UNDER RESOLUTION 25, IF RESOLUTION 25 IS PASSED, BY WAY OF A RIGHTS ISSUE ONLY): I. TO ORDINARY SHAREHOLDERS IN PROPORTION (AS NEARLY AS MAY BE PRACTICABLE) TO THEIR EXISTING HOLDINGS; AND II. TO HOLDERS OF OTHER EQUITY SECURITIES, AS REQUIRED BY THE RIGHTS OF THOSE SECURITIES, OR AS THE BOARD OTHERWISE CONSIDERS NECESSARY, AND SO THAT THE BOARD MAY IMPOSE ANY LIMITS OR RESTRICTIONS AND MAKE ANY ARRANGEMENTS WHICH IT CONSIDERS NECESSARY OR APPROPRIATE TO DEAL WITH TREASURY SHARES, FRACTIONAL ENTITLEMENTS, RECORD DATES, LEGAL, REGULATORY OR PRACTICAL PROBLEMS IN, OR UNDER THE LAWS OF, ANY TERRITORY OR ANY OTHER MATTER; AND (B) IN THE CASE OF THE AUTHORITY GRANTED UNDER RESOLUTION 24 (IF RESOLUTION 24 IS PASSED) AND/OR IN THE CASE OF ANY SALE OF TREASURY SHARES, TO THE ALLOTMENT OF EQUITY SECURITIES OR SALE OF TREASURY SHARES (OTHERWISE THAN UNDER PARAGRAPH A ABOVE) UP TO A NOMINAL AMOUNT OF GBP 698,309, SUCH POWER TO APPLY UNTIL THE END OF NEXT YEAR'S ANNUAL GENERAL MEETING (OR, IF EARLIER, UNTIL THE CLOSE OF BUSINESS ON 1 AUGUST 2020) BUT, IN EACH CASE, DURING THIS PERIOD THE COMPANY MAY MAKE OFFERS, AND ENTER INTO AGREEMENTS, WHICH WOULD, OR MIGHT, REQUIRE EQUITY SECURITIES TO BE ALLOTTED (OR TREASURY SHARES TO BE SOLD) AFTER THE POWER ENDS AND THE BOARD MAY ALLOT EQUITY SECURITIES (OR SELL TREASURY SHARES) UNDER ANY SUCH OFFER OR AGREEMENT AS IF THE POWER HAD NOT ENDED 27 THAT, IF RESOLUTION 24 IS PASSED, THE BOARD Mgmt No vote BE GIVEN POWER, IN ADDITION TO ANY AUTHORITY GRANTED UNDER RESOLUTION 26(B), TO ALLOT EQUITY SECURITIES (AS DEFINED IN THE COMPANIES ACT 2006) FOR CASH UNDER THE AUTHORITY GIVEN BY RESOLUTION 24 AND/OR TO SELL ORDINARY SHARES HELD BY THE COMPANY AS TREASURY SHARES FOR CASH AS IF SECTION 561 OF THE COMPANIES ACT 2006 DID NOT APPLY TO ANY SUCH ALLOTMENT OR SALE, SUCH AUTHORITY TO BE: (A) LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES OR SALE OF TREASURY SHARES UP TO A NOMINAL AMOUNT OF GBP 698,309; AND (B) USED ONLY FOR THE PURPOSES OF FINANCING (OR REFINANCING, IF THE AUTHORITY IS TO BE USED WITHIN SIX MONTHS AFTER THE ORIGINAL TRANSACTION) A TRANSACTION WHICH THE BOARD DETERMINES TO BE AN ACQUISITION OR OTHER CAPITAL INVESTMENT OF A KIND CONTEMPLATED BY THE STATEMENT OF PRINCIPLES ON DISAPPLYING PRE-EMPTION RIGHTS MOST RECENTLY PUBLISHED BY THE PRE-EMPTION GROUP PRIOR TO THE DATE OF THIS NOTICE, SUCH POWER TO APPLY UNTIL THE END OF NEXT YEAR'S ANNUAL GENERAL MEETING (OR, IF EARLIER, UNTIL THE CLOSE OF BUSINESS ON 1 AUGUST 2020) BUT, DURING THIS PERIOD THE COMPANY MAY MAKE OFFERS, AND ENTER INTO AGREEMENTS, WHICH WOULD, OR MIGHT, REQUIRE EQUITY SECURITIES TO BE ALLOTTED (AND TREASURY SHARES TO BE SOLD) AFTER THE POWER ENDS AND THE BOARD MAY ALLOT EQUITY SECURITIES (AND SELL TREASURY SHARES) UNDER ANY SUCH OFFER OR AGREEMENT AS IF THE POWER HAD NOT ENDED 28 AUTHORITY TO PURCHASE OWN SHARES Mgmt No vote 29 NOTICE OF GENERAL MEETINGS Mgmt No vote -------------------------------------------------------------------------------------------------------------------------- OCADO GROUP PLC Agenda Number: 711072366 -------------------------------------------------------------------------------------------------------------------------- Security: G6718L106 Meeting Type: OGM Meeting Date: 20-May-2019 Ticker: ISIN: GB00B3MBS747 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 THAT: THE M&S ARRANGEMENTS ON THE TERMS AND Mgmt No vote SUBJECT TO THE CONDITIONS SET OUT IN THE CIRCULAR WITH SUCH MODIFICATIONS (IF ANY) AS MAY BE MADE TO THEM IN THE MANNER SPECIFIED BELOW ARE HEREBY APPROVED FOR THE PURPOSES OF CHAPTER 10 OF THE LISTING RULES AND THE BOARD OF DIRECTORS OF THE COMPANY BE AND IS HEREBY AUTHORISED TO CONCLUDE AND IMPLEMENT THE M&S ARRANGEMENTS IN ACCORDANCE WITH SUCH TERMS AND CONDITIONS AND TO MAKE NON-MATERIAL MODIFICATIONS TO AND NON-MATERIAL VARIATIONS, WAIVERS AND EXTENSIONS OF ANY OF THE TERMS OF THE M&S ARRANGEMENTS AND OF ANY DOCUMENTS AND ARRANGEMENTS CONNECTED WITH THE M&S ARRANGEMENTS -------------------------------------------------------------------------------------------------------------------------- OVERSTOCK.COM, INC. Agenda Number: 934964532 -------------------------------------------------------------------------------------------------------------------------- Security: 690370101 Meeting Type: Annual Meeting Date: 09-May-2019 Ticker: OSTK ISIN: US6903701018 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Joseph J. Tabacco, Jr. Mgmt Withheld Against Kirthi Kalyanam Mgmt Withheld Against 2. To ratify the appointment of KPMG LLP as Mgmt Against Against the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019. -------------------------------------------------------------------------------------------------------------------------- PAYPAL HOLDINGS, INC. Agenda Number: 934983316 -------------------------------------------------------------------------------------------------------------------------- Security: 70450Y103 Meeting Type: Annual Meeting Date: 22-May-2019 Ticker: PYPL ISIN: US70450Y1038 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Rodney C. Adkins Mgmt For For 1b. Election of Director: Wences Casares Mgmt For For 1c. Election of Director: Jonathan Christodoro Mgmt For For 1d. Election of Director: John J. Donahoe Mgmt Against Against 1e. Election of Director: David W. Dorman Mgmt For For 1f. Election of Director: Belinda J. Johnson Mgmt For For 1g. Election of Director: Gail J. McGovern Mgmt For For 1h. Election of Director: Deborah M. Messemer Mgmt For For 1i. Election of Director: David M. Moffett Mgmt For For 1j. Election of Director: Ann M. Sarnoff Mgmt For For 1k. Election of Director: Daniel H. Schulman Mgmt Against Against 1l. Election of Director: Frank D. Yeary Mgmt For For 2. Advisory vote to approve named executive Mgmt For For officer compensation. 3. Ratification of the appointment of Mgmt Against Against PricewaterhouseCoopers LLP as our independent auditor for 2019. 4. Stockholder proposal regarding political Shr Against For disclosure. 5. Stockholder proposal regarding human and Shr Against For indigenous peoples' rights. -------------------------------------------------------------------------------------------------------------------------- PETMED EXPRESS, INC. Agenda Number: 934845984 -------------------------------------------------------------------------------------------------------------------------- Security: 716382106 Meeting Type: Annual Meeting Date: 27-Jul-2018 Ticker: PETS ISIN: US7163821066 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Menderes Akdag Mgmt For For Leslie C.G. Campbell Mgmt For For Frank J. Formica Mgmt Withheld Against Gian M. Fulgoni Mgmt For For Ronald J. Korn Mgmt Withheld Against Robert C. Schweitzer Mgmt Withheld Against 2. An advisory (non-binding) vote on executive Mgmt For For compensation. 3. To ratify the appointment of RSM US LLP as Mgmt For For the independent registered public accounting firm for the Company to serve for the 2019 fiscal year. -------------------------------------------------------------------------------------------------------------------------- QURATE RETAIL INC Agenda Number: 935017221 -------------------------------------------------------------------------------------------------------------------------- Security: 74915M100 Meeting Type: Annual Meeting Date: 30-May-2019 Ticker: QRTEA ISIN: US74915M1009 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR John C. Malone Mgmt For For M. Ian G. Gilchrist Mgmt Withheld Against Mark C. Vadon Mgmt Withheld Against Andrea L. Wong Mgmt Withheld Against 2. A proposal to ratify the selection of KPMG Mgmt Against Against LLP as our independent auditors for the fiscal year ending December 31, 2019. -------------------------------------------------------------------------------------------------------------------------- RAKUTEN,INC. Agenda Number: 710659802 -------------------------------------------------------------------------------------------------------------------------- Security: J64264104 Meeting Type: AGM Meeting Date: 28-Mar-2019 Ticker: ISIN: JP3967200001 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management Please reference meeting materials. Non-Voting 1 Amend Articles to: Amend Business Lines Mgmt No vote 2.1 Appoint a Director Mikitani, Hiroshi Mgmt No vote 2.2 Appoint a Director Hosaka, Masayuki Mgmt No vote 2.3 Appoint a Director Charles B. Baxter Mgmt No vote 2.4 Appoint a Director Kutaragi, Ken Mgmt No vote 2.5 Appoint a Director Mitachi, Takashi Mgmt No vote 2.6 Appoint a Director Murai, Jun Mgmt No vote 2.7 Appoint a Director Sarah J.M.Whitley Mgmt No vote 3 Appoint a Corporate Auditor Hirata, Takeo Mgmt No vote 4 Approve Issuance of Share Acquisition Mgmt No vote Rights as Stock Options for Directors, Executive Officers and Employees of the Company and the Company's Subsidiaries 5 Approve Issuance of Share Acquisition Mgmt No vote Rights as Retirement Compensation Stock Options for Directors of the Company who serve concurrently as Executive Officers of the Company and Executive Officers of the Company -------------------------------------------------------------------------------------------------------------------------- SHOPIFY INC. Agenda Number: 935012372 -------------------------------------------------------------------------------------------------------------------------- Security: 82509L107 Meeting Type: Annual Meeting Date: 29-May-2019 Ticker: SHOP ISIN: CA82509L1076 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR Tobias Lutke Mgmt Withheld Against Robert Ashe Mgmt For For Gail Goodman Mgmt For For Colleen Johnston Mgmt For For Jeremy Levine Mgmt For For John Phillips Mgmt For For 2 Resolution approving the re-appointment of Mgmt Abstain Against PricewaterhouseCoopers LLP as auditors of the Company and authorizing the Board of Directors to fix their remuneration. 3 Non-binding advisory resolution that the Mgmt For For shareholders accept the Company's approach to executive compensation as disclosed in the Management Information Circular for the Meeting. -------------------------------------------------------------------------------------------------------------------------- SHUTTERFLY, INC. Agenda Number: 934969974 -------------------------------------------------------------------------------------------------------------------------- Security: 82568P304 Meeting Type: Annual Meeting Date: 15-May-2019 Ticker: SFLY ISIN: US82568P3047 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR William J. Lansing Mgmt For For Elizabeth S. Rafael Mgmt For For Michael P. Zeisser Mgmt For For 2. To approve, on a non-binding advisory Mgmt For For basis, the compensation of our named executive officers. 3. To approve the amendment of our 2015 Equity Mgmt For For Incentive Plan to increase the number of shares available for issuance thereunder by 1,000,000 shares and make certain modifications to reflect recent changes in applicable tax laws resulting from the Tax Cuts and Jobs Act of 2017. 4. To ratify the selection of Mgmt Against Against PricewaterhouseCoopers LLP as Shutterfly's independent registered public accounting firm for the year ending December 31, 2019. -------------------------------------------------------------------------------------------------------------------------- STAMPS.COM INC. Agenda Number: 935022347 -------------------------------------------------------------------------------------------------------------------------- Security: 852857200 Meeting Type: Annual Meeting Date: 12-Jun-2019 Ticker: STMP ISIN: US8528572006 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Mohan P. Ananda Mgmt For For David C. Habiger Mgmt For For 2. To approve, on a non-binding advisory Mgmt For For basis, the Company's executive compensation. 3. To ratify the appointment of Ernst & Young Mgmt Against Against LLP as independent auditors of the Company for 2019. -------------------------------------------------------------------------------------------------------------------------- STITCH FIX, INC. Agenda Number: 934894278 -------------------------------------------------------------------------------------------------------------------------- Security: 860897107 Meeting Type: Annual Meeting Date: 19-Dec-2018 Ticker: SFIX ISIN: US8608971078 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Katrina Lake Mgmt For For 1b. Election of Director: Sharon McCollam Mgmt For For 2. Advisory vote on the frequency of future Mgmt 1 Year For advisory votes on executive compensation. 3. Ratification of the selection of Deloitte & Mgmt For For Touche LLP as our independent registered public accounting firm for the fiscal year ending August 3, 2019. -------------------------------------------------------------------------------------------------------------------------- TRIPADVISOR, INC. Agenda Number: 935016089 -------------------------------------------------------------------------------------------------------------------------- Security: 896945201 Meeting Type: Annual Meeting Date: 11-Jun-2019 Ticker: TRIP ISIN: US8969452015 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Gregory B. Maffei Mgmt Withheld Against Stephen Kaufer Mgmt Withheld Against Trynka Shineman Blake Mgmt For For Jay C. Hoag Mgmt For For Betsy L. Morgan Mgmt For For Jeremy Philips Mgmt For For Spencer M. Rascoff Mgmt For For Albert E. Rosenthaler Mgmt Withheld Against Robert S. Wiesenthal Mgmt For For 2. To ratify the appointment of KPMG LLP as Mgmt Against Against TripAdvisor, Inc.s independent registered public accounting firm for the fiscal year ending December 31, 2019. -------------------------------------------------------------------------------------------------------------------------- TRIVAGO N.V. Agenda Number: 935034063 -------------------------------------------------------------------------------------------------------------------------- Security: 89686D105 Meeting Type: Annual Meeting Date: 28-Jun-2019 Ticker: TRVG ISIN: US89686D1054 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 4. Adoption of the annual accounts over the Mgmt For financial year 2018. 6. Appointment of the external auditor for the Mgmt For financial year 2019. 7. Release of the managing directors from Mgmt For liability for the exercise of their duties during the financial year 2018. 8. Release of the supervisory directors from Mgmt For liability for the exercise of their duties during the financial year 2018. 9. Reappointment of R.T.J. Schromgens as Mgmt For managing director for a period expiring at the end of the annual general meeting to be held in the year 2020. 10. Reappointment of T.J. Thomas as managing Mgmt For director for a period expiring at the end of the annual general meeting to be held in the year 2020. 11. Reappointment of P.M. Kern as supervisory Mgmt For director for a period expiring at the end of the annual general meeting to be held in the year 2022. 12. Appointment of H. Mankodi as supervisory Mgmt For director for a period expiring at the end of the annual general meeting to be held in the year 2022. 13. Reappointment of F.G. Mazzella as Mgmt For supervisory director for a period expiring at the end of the annual general meeting to be held in the year 2022. 14. Reappointment of M.D. Okerstrom as Mgmt Against supervisory director for a period expiring at the end of the annual general meeting to be held in the year 2022. 15. Reappointment of L.N. Ostberg as Mgmt For supervisory director for a period expiring at the end of the annual general meeting to be held in the year 2022. 16. Reappointment of D. Schneider as Mgmt For supervisory director for a period expiring at the end of the annual general meeting to be held in the year 2022. 17. Authorization of the management board to Mgmt For acquire shares in the Company's capital. 18. Approval under the Company's 2016 Amended Mgmt Against and Restated Omnibus Incentive Plan. -------------------------------------------------------------------------------------------------------------------------- WAYFAIR INC Agenda Number: 934966699 -------------------------------------------------------------------------------------------------------------------------- Security: 94419L101 Meeting Type: Annual Meeting Date: 14-May-2019 Ticker: W ISIN: US94419L1017 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Niraj Shah Mgmt Abstain Against 1b. Election of Director: Steven Conine Mgmt Abstain Against 1c. Election of Director: Julie Bradley Mgmt Abstain Against 1d. Election of Director: Robert Gamgort Mgmt For For 1e. Election of Director: Andrea Jung Mgmt Abstain Against 1f. Election of Director: Michael Kumin Mgmt For For 1g. Election of Director: James Miller Mgmt For For 1h. Election of Director: Jeffrey Naylor Mgmt For For 1i. Election of Director: Romero Rodrigues Mgmt For For 2. To ratify the appointment of Ernst & Young Mgmt Against Against LLP as the Corporation's independent registered public accountants for the fiscal year ending December 31, 2019. -------------------------------------------------------------------------------------------------------------------------- ZALANDO SE Agenda Number: 710962146 -------------------------------------------------------------------------------------------------------------------------- Security: D98423102 Meeting Type: AGM Meeting Date: 22-May-2019 Ticker: ISIN: DE000ZAL1111 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WPHG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU CMMT PLEASE NOTE THAT THE TRUE RECORD DATE FOR Non-Voting THIS MEETING IS 01 MAY 19, WHEREAS THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE - 1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH THE GERMAN LAW. THANK YOU CMMT COUNTER PROPOSALS MAY BE SUBMITTED UNTIL Non-Voting 07.05.2019. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER'S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY'S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE 1 PRESENTATION OF THE FINANCIAL STATEMENTS Non-Voting AND ANNUAL REPORT FOR THE 2018 FINANCIAL YEAR WITH THE REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND GROUP ANNUAL REPORT AS WELL AS THE REPORT BY THE BOARD OF MDS PURSUANT TO SECTIONS 289A(1) AND 315A(1) OF THE GERMAN COMMERCIAL CODE 2 RESOLUTION ON THE APPROPRIATION OF THE Mgmt No vote DISTRIBUTABLE PROFIT: THE DISTRIBUTABLE PROFIT IN THE AMOUNT OF EUR 163,677,775.42 SHALL BE APPROPRIATED AS FOLLOWS: THE ENTIRE AMOUNT SHALL BE CARRIED FORWARD 3 RATIFICATION OF THE ACTS OF THE BOARD OF Mgmt No vote MDS 4 RATIFICATION OF THE ACTS OF THE SUPERVISORY Mgmt No vote BOARD 5.1 APPOINTMENT OF AUDITORS THE FOLLOWING Mgmt No vote ACCOUNTANTS SHALL BE APPOINTED AS: AUDITORS AND GROUP AUDITORS FOR THE 2019 FINANCIAL YEAR, FOR THE REVIEW OF THE INTERIM HALF-YEAR FINANCIAL STATEMENTS AND THE INTERIM ANNUAL REPORT FOR THE FIRST HALF-YEAR OF THE 2019 FINANCIAL YEAR AND FOR THE REVIEW OF ANY ADDITIONAL INTERIM FINANCIAL INFORMATION FOR THE 2019 FINANCIAL YEAR: ERNST AND YOUNG GMBH, BERLIN 5.2 APPOINTMENT OF AUDITORS THE FOLLOWING Mgmt No vote ACCOUNTANTS SHALL BE APPOINTED AS: AUDITORS FOR THE REVIEW OF ANY ADDITIONAL INTERIM FINANCIAL INFORMATION FOR THE 2020 FINANCIAL YEAR UNTIL THE AGM OF THAT YEAR: ERNST AND YOUNG GMBH, BERLIN 6.1 ELECTIONS TO THE SUPERVISORY BOARD: KELLY Mgmt No vote BENNETT 6.2 ELECTIONS TO THE SUPERVISORY BOARD: JOERGEN Mgmt No vote MADSEN LINDEMANN 6.3 ELECTIONS TO THE SUPERVISORY BOARD: ANDERS Mgmt No vote HOLCH POVLSEN 6.4 ELECTIONS TO THE SUPERVISORY BOARD: Mgmt No vote MARIELLA ROEHM-KOTTMANN 6.5 ELECTIONS TO THE SUPERVISORY BOARD: Mgmt No vote ALEXANDER SAMWER 6.6 ELECTIONS TO THE SUPERVISORY BOARD: Mgmt No vote CRISTINA STENBECK 7 RESOLUTION ON THE AUTHORIZATION TO GRANT Mgmt No vote STOCK OPTION, THE CREATION OF CONTINGENT CAPITAL 2019, AND THE CORRESPONDING AMENDMENT TO THE ARTICLES OF ASSOCIATION THE BOARD OF MDS SHALL BE AUTHORIZED TO GRANT STOCK OPTIONS FOR UP TO 1,522,269 BEARER NO-PAR SHARES (LTI 2018) ON OR BEFORE 31 DECEMBER 2019 TO THE MEMBERS OF THE BOARD OF MDS ROBERT GENTZ, DAVID SCHRADER AND RUBIN RITTER (UP TO 750, 000 STOCK OPTIONS EACH). THE COMPANY'S SHARE CAPITAL SHALL BE INCREASED BY UP TO EUR 1,522,269 THROUGH THE ISSUE OF UP TO 1,522,269 NEW REGISTERED SHARES (CONTINGENT CAPITAL 2019), INSOFAR AS CONVERSION AND/OR OPTION RIGHTS ARE EXERCISED -------------------------------------------------------------------------------------------------------------------------- ZOZO,INC. Agenda Number: 711276623 -------------------------------------------------------------------------------------------------------------------------- Security: J9893A108 Meeting Type: AGM Meeting Date: 25-Jun-2019 Ticker: ISIN: JP3399310006 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management Please reference meeting materials. Non-Voting 1 Approve Appropriation of Surplus Mgmt No vote 2 Amend Articles to: Establish the Articles Mgmt No vote Related to Substitute Corporate Auditors 3.1 Appoint a Director Maezawa, Yusaku Mgmt No vote 3.2 Appoint a Director Yanagisawa, Koji Mgmt No vote 3.3 Appoint a Director Sawada, Kotaro Mgmt No vote 3.4 Appoint a Director Ito, Masahiro Mgmt No vote 3.5 Appoint a Director Ono, Koji Mgmt No vote 3.6 Appoint a Director Hotta, Kazunobu Mgmt No vote 4.1 Appoint a Corporate Auditor Motai, Junichi Mgmt No vote 4.2 Appoint a Corporate Auditor Igarashi, Mgmt No vote Hiroko 5 Appoint a Substitute Corporate Auditor Mgmt No vote Hattori, Shichiro Amplify Transformational Data Sharing ETF -------------------------------------------------------------------------------------------------------------------------- ACCENTURE PLC Agenda Number: 934912634 -------------------------------------------------------------------------------------------------------------------------- Security: G1151C101 Meeting Type: Annual Meeting Date: 01-Feb-2019 Ticker: ACN ISIN: IE00B4BNMY34 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Re-Appointment of Director: Jaime Ardila Mgmt For For 1b. Re-Appointment of Director: Herbert Hainer Mgmt For For 1c. Re-Appointment of Director: Marjorie Magner Mgmt For For 1d. Re-Appointment of Director: Nancy McKinstry Mgmt For For 1e. Re-Appointment of Director: Pierre Nanterme Mgmt For For 1f. Re-Appointment of Director: Gilles C. Mgmt For For Pelisson 1g. Re-Appointment of Director: Paula A. Price Mgmt For For 1h. Re-Appointment of Director: Venkata Mgmt For For (Murthy) Renduchintala 1i. Re-Appointment of Director: Arun Sarin Mgmt For For 1j. Re-Appointment of Director: Frank K. Tang Mgmt For For 1k. Re-Appointment of Director: Tracey T. Mgmt For For Travis 2. To approve, in a non-binding vote, the Mgmt For For compensation of our named executive officers. 3. To ratify, in a non-binding vote, the Mgmt Against Against appointment of KPMG LLP ("KPMG") as independent auditors of Accenture and to authorize, in a binding vote, the Audit Committee of the Board of Directors to determine KPMG's remuneration. 4. To grant the Board of Directors the Mgmt For For authority to issue shares under Irish law. 5. To grant the Board of Directors the Mgmt For For authority to opt-out of pre-emption rights under Irish law. 6. To determine the price range at which Mgmt For For Accenture can re-allot shares that it acquires as treasury shares under Irish law. -------------------------------------------------------------------------------------------------------------------------- ADVANCED MICRO DEVICES, INC. Agenda Number: 934959264 -------------------------------------------------------------------------------------------------------------------------- Security: 007903107 Meeting Type: Annual Meeting Date: 15-May-2019 Ticker: AMD ISIN: US0079031078 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: John E. Caldwell Mgmt Against Against 1b. Election of Director: Nora M. Denzel Mgmt For For 1c. Election of Director: Mark Durcan Mgmt For For 1d. Election of Director: Joseph A. Householder Mgmt For For 1e. Election of Director: John W. Marren Mgmt For For 1f. Election of Director: Lisa T. Su Mgmt For For 1g. Election of Director: Abhi Y. Talwalkar Mgmt For For 2. Ratify the appointment of Ernst & Young LLP Mgmt Against Against as our independent registered public accounting firm for the current fiscal year. 3. Approval of the amendment and restatement Mgmt For For of the Advanced Micro Devices, Inc. 2004 Equity Incentive Plan. 4. Advisory vote to approve the executive Mgmt For For compensation of our named executive officers. -------------------------------------------------------------------------------------------------------------------------- AKAMAI TECHNOLOGIES, INC. Agenda Number: 934969948 -------------------------------------------------------------------------------------------------------------------------- Security: 00971T101 Meeting Type: Annual Meeting Date: 15-May-2019 Ticker: AKAM ISIN: US00971T1016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Peter Thomas Killalea Mgmt Against Against 1.2 Election of Director: F. Thomson Leighton Mgmt For For 1.3 Election of Director: Jonathan Miller Mgmt Against Against 2. To approve amendments to the Akamai Mgmt Against Against Technologies, Inc. 2013 Stock Incentive Plan. 3. To approve, on an advisory basis, our named Mgmt For For executive officer compensation. 4. To ratify the selection of Mgmt Against Against PricewaterhouseCoopers LLP as our independent auditors for the fiscal year ending December 31, 2019. -------------------------------------------------------------------------------------------------------------------------- ALIBABA GROUP HOLDING LIMITED Agenda Number: 934878553 -------------------------------------------------------------------------------------------------------------------------- Security: 01609W102 Meeting Type: Annual Meeting Date: 31-Oct-2018 Ticker: BABA ISIN: US01609W1027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to serve for a three Mgmt Against Against year term: JOSEPH C. TSAI 1b. Election of Director to serve for a three Mgmt For For year term: J. MICHAEL EVANS 1c. Election of Director to serve for a three Mgmt For For year term: ERIC XIANDONG JING 1d. Election of Director to serve for a three Mgmt For For year term: BORJE E. EKHOLM 2. Ratify the appointment of Mgmt For For PricewaterhouseCoopers as the independent registered public accounting firm of the Company. -------------------------------------------------------------------------------------------------------------------------- ALPHABET INC. Agenda Number: 935018956 -------------------------------------------------------------------------------------------------------------------------- Security: 02079K305 Meeting Type: Annual Meeting Date: 19-Jun-2019 Ticker: GOOGL ISIN: US02079K3059 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Larry Page Mgmt For For Sergey Brin Mgmt For For John L. Hennessy Mgmt Withheld Against L. John Doerr Mgmt Withheld Against Roger W. Ferguson, Jr. Mgmt For For Ann Mather Mgmt For For Alan R. Mulally Mgmt For For Sundar Pichai Mgmt For For K. Ram Shriram Mgmt Withheld Against Robin L. Washington Mgmt For For 2. Ratification of the appointment of Ernst & Mgmt Against Against Young LLP as Alphabet's independent registered public accounting firm for the fiscal year ending December 31, 2019. 3. The amendment and restatement of Alphabet's Mgmt Against Against 2012 Stock Plan to increase the share reserve by 3,000,000 shares of Class C capital stock. 4. A stockholder proposal regarding equal Shr For Against shareholder voting, if properly presented at the meeting. 5. A stockholder proposal regarding Shr For Against inequitable employment practices, if properly presented at the meeting. 6. A stockholder proposal regarding the Shr Against For establishment of a societal risk oversight committee, if properly presented at the meeting. 7. A stockholder proposal regarding a report Shr For Against on sexual harassment risk management, if properly presented at the meeting. 8. A stockholder proposal regarding majority Shr For Against vote for the election of directors, if properly presented at the meeting. 9. A stockholder proposal regarding a report Shr For Against on gender pay, if properly presented at the meeting. 10. A stockholder proposal regarding strategic Shr Against For alternatives, if properly presented at the meeting. 11. A stockholder proposal regarding the Shr Against For nomination of an employee representative director, if properly presented at the meeting. 12. A stockholder proposal regarding simple Shr For Against majority vote, if properly presented at the meeting. 13. A stockholder proposal regarding a Shr For Against sustainability metrics report, if properly presented at the meeting. 14. A stockholder proposal regarding Google Shr For Against Search in China, if properly presented at the meeting. 15. A stockholder proposal regarding a clawback Shr Against For policy, if properly presented at the meeting. 16. A stockholder proposal regarding a report Shr For Against on content governance, if properly presented at the meeting. -------------------------------------------------------------------------------------------------------------------------- AMERICAN EXPRESS COMPANY Agenda Number: 934951953 -------------------------------------------------------------------------------------------------------------------------- Security: 025816109 Meeting Type: Annual Meeting Date: 07-May-2019 Ticker: AXP ISIN: US0258161092 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Charlene Barshefsky Mgmt For For 1b. Election of Director: John J. Brennan Mgmt For For 1c. Election of Director: Peter Chernin Mgmt Against Against 1d. Election of Director: Ralph de la Vega Mgmt For For 1e. Election of Director: Anne Lauvergeon Mgmt For For 1f. Election of Director: Michael O. Leavitt Mgmt For For 1g. Election of Director: Theodore J. Leonsis Mgmt For For 1h. Election of Director: Stephen J. Squeri Mgmt Against Against 1i. Election of Director: Daniel L. Vasella Mgmt For For 1j. Election of Director: Ronald A. Williams Mgmt For For 1k. Election of Director: Christopher D. Young Mgmt For For 2. Ratification of appointment of Mgmt Against Against PricewaterhouseCoopers LLP as independent registered public accounting firm for 2019. 3. Approval, on an advisory basis, of the Mgmt For For Company's executive compensation. 4. Shareholder proposal relating to action by Shr For Against written consent. 5. Shareholder proposal relating to deducting Shr For Against the stock buyback impact from executive pay. 6. Shareholder proposal relating to gender pay Shr For Against equity. -------------------------------------------------------------------------------------------------------------------------- BANCO BILBAO VIZCAYA ARGENTARIA S.A. Agenda Number: 934929677 -------------------------------------------------------------------------------------------------------------------------- Security: 05946K101 Meeting Type: Annual Meeting Date: 14-Mar-2019 Ticker: BBVA ISIN: US05946K1016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Approval of the annual accounts and Mgmt For For management reports of Banco Bilbao Vizcaya Argentaria, S.A. and its consolidated group corresponding to the year ending on December 31, 2018. 1.2 Approval of the non-financial information Mgmt For For report of Banco Bilbao Vizcaya Argentaria, S.A. and that of its consolidated group corresponding to the year ending on December 31, 2018. 1.3 Approval of the allocation of the 2018 Mgmt For For profit. 1.4 Approval of corporate management during Mgmt For For 2018. 2.1 Re-election of Carlos Torres Vila as a Mgmt For For member to the Board of Directors. 2.2 Ratification and appointment of Onur Genc Mgmt For For as a member to the Board of Directors. 2.3 Re-election of Sunir Kumar Kapoor as a Mgmt For For member to the Board of Directors. 3. Approval of the Remuneration Policy for Mgmt Against Against Directors of Banco Bilbao Vizcaya Argentaria, S.A., which includes the maximum number of shares to be delivered as a result of its execution. 4. Approval of a maximum level of variable Mgmt Against Against remuneration of up to 200% of the fixed component of total remuneration for a group of employees whose professional activities have significant impact on the Group's risk profile. 5. Conferral of authority on the Board of Mgmt For For Directors, which may in turn substitute such authority, to formalize, correct, interpret and implement the decisions adopted by the General Meeting. 6. Consultative vote on the Annual Report on Mgmt Against Against the Remuneration of Directors of Banco Bilbao Vizcaya Argentaria, S.A. -------------------------------------------------------------------------------------------------------------------------- BANCO BILBAO VIZCAYA ARGENTARIA S.A. Agenda Number: 934934111 -------------------------------------------------------------------------------------------------------------------------- Security: 05946K101 Meeting Type: Annual Meeting Date: 14-Mar-2019 Ticker: BBVA ISIN: US05946K1016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Approval of the annual accounts and Mgmt For For management reports of Banco Bilbao Vizcaya Argentaria, S.A. and its consolidated group corresponding to the year ending on December 31, 2018. 1.2 Approval of the non-financial information Mgmt For For report of Banco Bilbao Vizcaya Argentaria, S.A. and that of its consolidated group corresponding to the year ending on December 31, 2018. 1.3 Approval of the allocation of the 2018 Mgmt For For profit. 1.4 Approval of corporate management during Mgmt For For 2018. 2.1 Re-election of Carlos Torres Vila as a Mgmt For For member to the Board of Directors. 2.2 Ratification and appointment of Onur Genc Mgmt For For as a member to the Board of Directors. 2.3 Re-election of Sunir Kumar Kapoor as a Mgmt For For member to the Board of Directors. 3. Approval of the Remuneration Policy for Mgmt Against Against Directors of Banco Bilbao Vizcaya Argentaria, S.A., which includes the maximum number of shares to be delivered as a result of its execution. 4. Approval of a maximum level of variable Mgmt Against Against remuneration of up to 200% of the fixed component of total remuneration for a group of employees whose professional activities have significant impact on the Group's risk profile. 5. Conferral of authority on the Board of Mgmt For For Directors, which may in turn substitute such authority, to formalize, correct, interpret and implement the decisions adopted by the General Meeting. 6. Consultative vote on the Annual Report on Mgmt Against Against the Remuneration of Directors of Banco Bilbao Vizcaya Argentaria, S.A. -------------------------------------------------------------------------------------------------------------------------- BANCO SANTANDER, S.A. Agenda Number: 934936317 -------------------------------------------------------------------------------------------------------------------------- Security: 05964H105 Meeting Type: Annual Meeting Date: 12-Apr-2019 Ticker: SAN ISIN: US05964H1059 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A Resolution 1A Mgmt For For 1B Resolution 1B Mgmt For For 1C Resolution 1C Mgmt For For 2 Resolution 2 Mgmt For For 3A Resolution 3A Mgmt For For 3B Resolution 3B Mgmt For For 3C Resolution 3C Mgmt For For 3D Resolution 3D Mgmt For For 3E Resolution 3E Mgmt Against Against 3F Resolution 3F Mgmt For For 3G Resolution 3G Mgmt For For 4 Resolution 4 Mgmt For For 5 Resolution 5 Mgmt For For 6 Resolution 6 Mgmt For For 7 Resolution 7 Mgmt For For 8 Resolution 8 Mgmt For For 9 Resolution 9 Mgmt Against Against 10 Resolution 10 Mgmt Against Against 11 Resolution 11 Mgmt Against Against 12A Resolution 12A Mgmt Against Against 12B Resolution 12B Mgmt Against Against 12C Resolution 12C Mgmt Against Against 12D Resolution 12D Mgmt Against Against 12E Resolution 12E Mgmt For For 13 Resolution 13 Mgmt For For 14 Resolution 14 Mgmt Against Against -------------------------------------------------------------------------------------------------------------------------- BOC HONG KONG (HOLDINGS) LIMITED Agenda Number: 710930404 -------------------------------------------------------------------------------------------------------------------------- Security: Y0920U103 Meeting Type: AGM Meeting Date: 16-May-2019 Ticker: ISIN: HK2388011192 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A Non-Voting VOTE OF "ABSTAIN" WILL BE TREATED THE SAME AS A "TAKE NO ACTION" VOTE. CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND Non-Voting PROXY FORM ARE AVAILABLE BY CLICKING ON THE URL LINKS: HTTP://WWW3.HKEXNEWS.HK/LISTEDCO/LISTCONEWS /SEHK/2019/0410/LTN20190410312.PDF AND HTTP://WWW3.HKEXNEWS.HK/LISTEDCO/LISTCONEWS /SEHK/2019/0410/LTN20190410328.PDF 1 TO RECEIVE AND CONSIDER THE AUDITED Mgmt For For FINANCIAL STATEMENTS AND THE REPORTS OF DIRECTORS AND OF THE AUDITOR OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2018 2 TO DECLARE A FINAL DIVIDEND OF HKD 0.923 Mgmt For For PER SHARE FOR THE YEAR ENDED 31 DECEMBER 2018 3.A TO RE-ELECT MR LIU LIANGE AS A DIRECTOR OF Mgmt For For THE COMPANY 3.B TO RE-ELECT MR LIN JINGZHEN AS A DIRECTOR Mgmt For For OF THE COMPANY 3.C TO RE-ELECT MDM CHENG EVA AS A DIRECTOR OF Mgmt For For THE COMPANY 3.D TO RE-ELECT DR CHOI KOON SHUM AS A DIRECTOR Mgmt For For OF THE COMPANY 3.E TO RE-ELECT MR LAW YEE KWAN QUINN AS A Mgmt For For DIRECTOR OF THE COMPANY 4 TO RE-APPOINT ERNST & YOUNG AS AUDITOR OF Mgmt For For THE COMPANY AND AUTHORISE THE BOARD OF DIRECTORS OR A DULY AUTHORISED COMMITTEE OF THE BOARD TO DETERMINE THE REMUNERATION OF THE AUDITOR 5 TO GRANT A GENERAL MANDATE TO THE BOARD OF Mgmt For For DIRECTORS TO ALLOT, ISSUE AND DEAL WITH ADDITIONAL SHARES IN THE COMPANY, NOT EXCEEDING 20% OR, IN THE CASE OF ISSUE OF SHARES SOLELY FOR CASH AND UNRELATED TO ANY ASSET ACQUISITION, NOT EXCEEDING 5% OF THE TOTAL NUMBER OF SHARES OF THE COMPANY IN ISSUE AS AT THE DATE OF PASSING THIS RESOLUTION 6 TO GRANT A GENERAL MANDATE TO THE BOARD OF Mgmt For For DIRECTORS TO BUY BACK SHARES IN THE COMPANY, NOT EXCEEDING 10% OF THE TOTAL NUMBER OF SHARES OF THE COMPANY IN ISSUE AS AT THE DATE OF PASSING THIS RESOLUTION 7 CONDITIONAL ON THE PASSING OF RESOLUTIONS 5 Mgmt For For AND 6, TO EXTEND THE GENERAL MANDATE GRANTED BY RESOLUTION 5 BY ADDING THERETO OF THE TOTAL NUMBER OF SHARES OF THE COMPANY BOUGHT BACK UNDER THE GENERAL MANDATE GRANTED PURSUANT TO RESOLUTION 6 -------------------------------------------------------------------------------------------------------------------------- CBOE GLOBAL MARKETS, INC. Agenda Number: 934976525 -------------------------------------------------------------------------------------------------------------------------- Security: 12503M108 Meeting Type: Annual Meeting Date: 16-May-2019 Ticker: CBOE ISIN: US12503M1080 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Edward T. Tilly Mgmt For For 1b. Election of Director: Eugene S. Sunshine Mgmt For For 1c. Election of Director: Frank E. English, Jr. Mgmt Against Against 1d. Election of Director: William M. Farrow III Mgmt For For 1e. Election of Director: Edward J. Fitzpatrick Mgmt Against Against 1f. Election of Director: Janet P. Froetscher Mgmt Against Against 1g. Election of Director: Jill R. Goodman Mgmt For For 1h. Election of Director: Roderick A. Palmore Mgmt For For 1i. Election of Director: James E. Parisi Mgmt Against Against 1j. Election of Director: Joseph P. Ratterman Mgmt For For 1k. Election of Director: Michael L. Richter Mgmt For For 1l. Election of Director: Jill E. Sommers Mgmt For For 1m. Election of Director: Carole E. Stone Mgmt For For 2. Advisory proposal to approve the Company's Mgmt Against Against executive compensation. 3. Ratification of the appointment of the Mgmt Against Against independent registered public accounting firm. -------------------------------------------------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Agenda Number: 934891614 -------------------------------------------------------------------------------------------------------------------------- Security: 17275R102 Meeting Type: Annual Meeting Date: 12-Dec-2018 Ticker: CSCO ISIN: US17275R1023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: M. Michele Burns Mgmt For For 1b. Election of Director: Michael D. Capellas Mgmt For For 1c. Election of Director: Mark Garrett Mgmt For For 1d. Election of Director: Dr. Kristina M. Mgmt For For Johnson 1e. Election of Director: Roderick C. McGeary Mgmt Against Against 1f. Election of Director: Charles H. Robbins Mgmt Against Against 1g. Election of Director: Arun Sarin Mgmt For For 1h. Election of Director: Brenton L. Saunders Mgmt For For 1i. Election of Director: Steven M. West Mgmt Against Against 2. Approval of amendment and restatement of Mgmt For For the Employee Stock Purchase Plan. 3. Approval, on an advisory basis, of Mgmt For For executive compensation. 4. Ratification of PricewaterhouseCoopers LLP Mgmt Against Against as Cisco's independent registered public accounting firm for fiscal 2019. 5. Approval to have Cisco's Board adopt a Shr For Against policy to have an independent Board chairman. 6. Approval to have Cisco's Board adopt a Shr Against For proposal relating to executive compensation metrics. -------------------------------------------------------------------------------------------------------------------------- CITIGROUP INC. Agenda Number: 934935808 -------------------------------------------------------------------------------------------------------------------------- Security: 172967424 Meeting Type: Annual Meeting Date: 16-Apr-2019 Ticker: C ISIN: US1729674242 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Michael L. Corbat Mgmt For For 1b. Election of Director: Ellen M. Costello Mgmt For For 1c. Election of Director: Barbara J. Desoer Mgmt For For 1d. Election of Director: John C. Dugan Mgmt Against Against 1e. Election of Director: Duncan P. Hennes Mgmt Against Against 1f. Election of Director: Peter B. Henry Mgmt For For 1g. Election of Director: S. Leslie Ireland Mgmt For For 1h. Election of Director: Lew W. (Jay) Jacobs, Mgmt Against Against IV 1i. Election of Director: Renee J. James Mgmt For For 1j. Election of Director: Eugene M. McQuade Mgmt For For 1k. Election of Director: Gary M. Reiner Mgmt Against Against 1l. Election of Director: Diana L. Taylor Mgmt Against Against 1m. Election of Director: James S. Turley Mgmt For For 1n. Election of Director: Deborah C. Wright Mgmt For For 1o. Election of Director: Ernesto Zedillo Ponce Mgmt For For de Leon 2. Proposal to ratify the selection of KPMG Mgmt Against Against LLP as Citi's independent registered public accounting firm for 2019. 3. Advisory vote to approve Citi's 2018 Mgmt Against Against executive compensation. 4. Approval of the Citigroup 2019 Stock Mgmt Against Against Incentive Plan. 5. Shareholder proposal requesting Shareholder Shr For Against Proxy Access Enhancement to Citi's proxy access bylaw provisions. 6. Shareholder proposal requesting that the Shr Against For Board adopt a policy prohibiting the vesting of equity-based awards for senior executives due to a voluntary resignation to enter government service. 7. Shareholder proposal requesting that the Shr Against For Board amend Citi's bylaws to give holders in the aggregate of 15% of Citi's outstanding common stock the power to call a special meeting. -------------------------------------------------------------------------------------------------------------------------- CME GROUP INC. Agenda Number: 934879909 -------------------------------------------------------------------------------------------------------------------------- Security: 12572Q105 Meeting Type: Special Meeting Date: 29-Nov-2018 Ticker: CME ISIN: US12572Q1058 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Approve an amendment and restatement of our Mgmt For For certificate of incorporation to eliminate all or some of the Class B Election Rights. -------------------------------------------------------------------------------------------------------------------------- CME GROUP INC. Agenda Number: 934959480 -------------------------------------------------------------------------------------------------------------------------- Security: 12572Q105 Meeting Type: Annual Meeting Date: 08-May-2019 Ticker: CME ISIN: US12572Q1058 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Equity Director: Terrence A. Mgmt Against Against Duffy 1b. Election of Equity Director: Timothy S. Mgmt Against Against Bitsberger 1c. Election of Equity Director: Charles P. Mgmt For For Carey 1d. Election of Equity Director: Dennis H. Mgmt Against Against Chookaszian 1e. Election of Equity Director: Ana Dutra Mgmt For For 1f. Election of Equity Director: Martin J. Mgmt Against Against Gepsman 1g. Election of Equity Director: Larry G. Mgmt Against Against Gerdes 1h. Election of Equity Director: Daniel R. Mgmt Against Against Glickman 1i. Election of Equity Director: Daniel G. Kaye Mgmt For For 1j. Election of Equity Director: Phyllis M. Mgmt For For Lockett 1k. Election of Equity Director: Deborah J. Mgmt For For Lucas 1l. Election of Equity Director: Alex J. Mgmt Against Against Pollock 1m. Election of Equity Director: Terry L. Mgmt Against Against Savage 1n. Election of Equity Director: William R. Mgmt Against Against Shepard 1o. Election of Equity Director: Howard J. Mgmt For For Siegel 1p. Election of Equity Director: Michael A. Mgmt For For Spencer 1q. Election of Equity Director: Dennis A. Mgmt Against Against Suskind 2. Ratification of the appointment of Ernst & Mgmt Against Against Young as our independent registered public accounting firm for 2019. 3. Advisory vote on the compensation of our Mgmt For For named executive officers. -------------------------------------------------------------------------------------------------------------------------- DIGITAL GARAGE,INC. Agenda Number: 711256443 -------------------------------------------------------------------------------------------------------------------------- Security: J1229F109 Meeting Type: AGM Meeting Date: 21-Jun-2019 Ticker: ISIN: JP3549070005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management Please reference meeting materials. Non-Voting 1 Approve Appropriation of Surplus Mgmt For For 2 Amend Articles to: Amend Business Lines Mgmt For For 3.1 Appoint a Director who is not Audit and Mgmt Against Against Supervisory Committee Member Hayashi, Kaoru 3.2 Appoint a Director who is not Audit and Mgmt Against Against Supervisory Committee Member Soda, Makoto 3.3 Appoint a Director who is not Audit and Mgmt Against Against Supervisory Committee Member Odori, Keizo 3.4 Appoint a Director who is not Audit and Mgmt Against Against Supervisory Committee Member Tanaka, Masashi 3.5 Appoint a Director who is not Audit and Mgmt Against Against Supervisory Committee Member Okuma, Masahito 3.6 Appoint a Director who is not Audit and Mgmt For For Supervisory Committee Member Ito, Joichi 3.7 Appoint a Director who is not Audit and Mgmt For For Supervisory Committee Member Fujiwara, Kenji 3.8 Appoint a Director who is not Audit and Mgmt For For Supervisory Committee Member Omura, Emi -------------------------------------------------------------------------------------------------------------------------- DOCUSIGN, INC. Agenda Number: 935013867 -------------------------------------------------------------------------------------------------------------------------- Security: 256163106 Meeting Type: Annual Meeting Date: 17-Jun-2019 Ticker: DOCU ISIN: US2561631068 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Daniel D. Springer Mgmt For For Blake J. Irving Mgmt For For 2. To ratify the selection of Mgmt Against Against PricewaterhouseCoopers LLP by the Audit Committee of the Board of Directors as the independent registered public accounting firm of the Company for its fiscal year ending January 31, 2020. -------------------------------------------------------------------------------------------------------------------------- FACEBOOK, INC. Agenda Number: 934995082 -------------------------------------------------------------------------------------------------------------------------- Security: 30303M102 Meeting Type: Annual Meeting Date: 30-May-2019 Ticker: FB ISIN: US30303M1027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Peggy Alford Mgmt For For Marc L. Andreessen Mgmt Withheld Against Kenneth I. Chenault Mgmt For For S. D. Desmond-Hellmann Mgmt For For Sheryl K. Sandberg Mgmt For For Peter A. Thiel Mgmt Withheld Against Jeffrey D. Zients Mgmt For For Mark Zuckerberg Mgmt Withheld Against 2. To ratify the appointment of Ernst & Young Mgmt Against Against LLP as Facebook, Inc.'s independent registered public accounting firm for the fiscal year ending December 31, 2019. 3. To approve, on a non-binding advisory Mgmt Against Against basis, the compensation program for Facebook, Inc.'s named executive officers as disclosed in Facebook, Inc.'s proxy statement. 4. To vote, on a non-binding advisory basis, Mgmt 1 Year Against whether a non-binding advisory vote on the compensation program for Facebook, Inc.'s named executive officers should be held every one, two or three years. 5. A stockholder proposal regarding change in Shr For Against stockholder voting. 6. A stockholder proposal regarding an Shr For Against independent chair. 7. A stockholder proposal regarding majority Shr For Against voting for directors. 8. A stockholder proposal regarding true Shr For Against diversity board policy. 9. A stockholder proposal regarding a content Shr For Against governance report. 10. A stockholder proposal regarding median Shr For Against gender pay gap. 11. A stockholder proposal regarding workforce Shr For Against diversity. 12. A stockholder proposal regarding strategic Shr Against For alternatives. -------------------------------------------------------------------------------------------------------------------------- GAIN CAPITAL HOLDINGS, INC. Agenda Number: 934835705 -------------------------------------------------------------------------------------------------------------------------- Security: 36268W100 Meeting Type: Annual Meeting Date: 12-Jul-2018 Ticker: GCAP ISIN: US36268W1009 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Alex Goor Mgmt For For 1b. Election of Director: Mark Richards Mgmt For For 1c. Election of Director: Christopher Sugden Mgmt Against Against 2. To ratify the appointment of KPMG LLP as Mgmt For For our independent registered public accounting firm for the year ending December 31, 2018. -------------------------------------------------------------------------------------------------------------------------- GALAXY DIGITAL HOLDINGS LTD Agenda Number: 711253536 -------------------------------------------------------------------------------------------------------------------------- Security: G37092106 Meeting Type: MIX Meeting Date: 24-Jun-2019 Ticker: ISIN: KYG370921069 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting TO VOTE 'IN FAVOR' OR 'AGAINST' ONLY FOR RESOLUTIONS 3 AND 4. THANK YOU 1.A ELECTION OF DIRECTOR: MICHAEL NOVOGRATZ Mgmt For For 1.B ELECTION OF DIRECTOR: JACK LEE Mgmt For For 1.C ELECTION OF DIRECTOR: PIERRE LAGRANGE Mgmt For For 1.D ELECTION OF DIRECTOR: THEAGENIS ILIADIS Mgmt For For 1.E ELECTION OF DIRECTOR: NEREIDA FLANNERY Mgmt For For 1.F ELECTION OF DIRECTOR: BILL KOUTSOURAS Mgmt For For 2 APPOINTMENT OF DAVIDSON & COMPANY LLP AS Mgmt For For AUDITORS OF THE COMPANY FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX THE REMUNERATION TO BE PAID TO THE COMPANY'S AUDITOR 3 APPROVAL OF THE AMENDED AND RESTATED STOCK Mgmt Against Against OPTION PLAN AS SET OUT IN APPENDIX B-1 TO THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR (THE "INFORMATION CIRCULAR"), AS MORE PARTICULARLY DESCRIBED THEREIN CMMT PLEASE NOTE THAT RESOLUTION 4 IS TO BE Non-Voting APPROVED BY DISINTERESTED SHAREHOLDERS. THANK YOU. 4 APPROVAL OF THE REPRICING OF CERTAIN Mgmt For For OUTSTANDING STOCK OPTIONS, AS MORE PARTICULARLY DESCRIBED IN THE INFORMATION CIRCULAR 5.A IT IS NOT A U.S. RESIDENT; NOTE: "FOR" = Mgmt Abstain YES, "ABSTAIN" = NO, "AGAINST" WILL BE TREATED AS NOT MARKED 5.B TO THE EXTENT THAT IT HOLDS SHARES OF THE Mgmt Abstain COMPANY FOR THE ACCOUNT OR BENEFIT OF ANY OTHER PERSON, SUCH PERSON IS NOT A U.S. RESIDENT. IF YOU DO NOT HOLD SHARES OF THE COMPANY FOR THE ACCOUNT OR BENEFIT OF ANY OTHER PERSON. IF YOU DO NOT COMPLETE THIS DECLARATION OF NON-U.S. STATUS OR IF IT IS DETERMINED BY THE DIRECTORS OF THE COMPANY, IN THEIR ABSOLUTE DISCRETION, THAT YOU INCORRECTLY COMPLETED THIS DECLARATION (THROUGH INADVERTENCE OR OTHERWISE), IT WILL BE DEEMED THAT (A) YOU ARE A U.S. RESIDENT OR (B) TO THE EXTENT THAT YOU HOLD SHARES OF THE COMPANY FOR THE ACCOUNT OR BENEFIT OF ANY OTHER PERSON, SUCH PERSON IS A U.S. RESIDENT. REFER TO THE INFORMATION CIRCULAR FOR FULL DETAILS REGARDING THE DECLARATION OF NON-U.S. STATUS. NOTE: "FOR" = YES, "ABSTAIN" = NO, "AGAINST" WILL BE TREATED AS NOT MARKED -------------------------------------------------------------------------------------------------------------------------- GLOBAL UNICHIP CORP. Agenda Number: 710960914 -------------------------------------------------------------------------------------------------------------------------- Security: Y2724H106 Meeting Type: AGM Meeting Date: 16-May-2019 Ticker: ISIN: TW0003443008 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO ACCEPT 2018 BUSINESS REPORT AND Mgmt For For FINANCIAL STATEMENTS. 2 TO APPROVE THE PROPOSAL FOR DISTRIBUTION OF Mgmt For For 2018 PROFITS. PROPOSED CASH DIVIDEND: TWD5. 3 TO REVISE THE PROCEDURES FOR ACQUISITION OR Mgmt Against Against DISPOSAL OF ASSETS. -------------------------------------------------------------------------------------------------------------------------- GMO INTERNET INC. Agenda Number: 710659826 -------------------------------------------------------------------------------------------------------------------------- Security: J1822R104 Meeting Type: AGM Meeting Date: 21-Mar-2019 Ticker: ISIN: JP3152750000 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management Please reference meeting materials. Non-Voting 1 Amend Articles to: Revise Directors with Mgmt For For Title, Approve Minor Revisions 2.1 Appoint a Director who is not Audit and Mgmt Against Against Supervisory Committee Member Kumagai, Masatoshi 2.2 Appoint a Director who is not Audit and Mgmt Against Against Supervisory Committee Member Yasuda, Masashi 2.3 Appoint a Director who is not Audit and Mgmt Against Against Supervisory Committee Member Nishiyama, Hiroyuki 2.4 Appoint a Director who is not Audit and Mgmt Against Against Supervisory Committee Member Ainoura, Issei 2.5 Appoint a Director who is not Audit and Mgmt Against Against Supervisory Committee Member Ito, Tadashi 2.6 Appoint a Director who is not Audit and Mgmt Against Against Supervisory Committee Member Yamashita, Hirofumi 2.7 Appoint a Director who is not Audit and Mgmt Against Against Supervisory Committee Member Horiuchi, Toshiaki 2.8 Appoint a Director who is not Audit and Mgmt Against Against Supervisory Committee Member Arisawa, Katsumi 2.9 Appoint a Director who is not Audit and Mgmt Against Against Supervisory Committee Member Arai, Teruhiro 2.10 Appoint a Director who is not Audit and Mgmt Against Against Supervisory Committee Member Kodama, Kimihiro 2.11 Appoint a Director who is not Audit and Mgmt Against Against Supervisory Committee Member Chujo, Ichiro 2.12 Appoint a Director who is not Audit and Mgmt Against Against Supervisory Committee Member Hashiguchi, Makoto 2.13 Appoint a Director who is not Audit and Mgmt Against Against Supervisory Committee Member Fukui, Atsuko 2.14 Appoint a Director who is not Audit and Mgmt Against Against Supervisory Committee Member Kaneko, Takehito 2.15 Appoint a Director who is not Audit and Mgmt Against Against Supervisory Committee Member Hayashi, Yasuo -------------------------------------------------------------------------------------------------------------------------- HIVE BLOCKCHAIN TECHNOLOGIES LTD Agenda Number: 710151109 -------------------------------------------------------------------------------------------------------------------------- Security: 43366H100 Meeting Type: MIX Meeting Date: 20-Nov-2018 Ticker: ISIN: CA43366H1001 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting TO VOTE 'IN FAVOR' OR 'AGAINST' ONLY FOR RESOLUTIONS 3 AND 4 AND 'IN FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION NUMBERS 1.1 TO 1.5 AND 2. THANK YOU 1.1 ELECTION OF DIRECTOR: FRANK HOLMES Mgmt Against Against 1.2 ELECTION OF DIRECTOR: OLIVIER ROUSSY NEWTON Mgmt Against Against 1.3 ELECTION OF DIRECTOR: BJOERN ARZT Mgmt For For 1.4 ELECTION OF DIRECTOR: TOBIAS EBEL Mgmt For For 1.5 ELECTION OF DIRECTOR: MARCUS NEW Mgmt For For 2 APPOINTMENT OF GRANT THORNTON LLP, Mgmt For For CHARTERED PROFESSIONAL ACCOUNTANTS AS AUDITORS OF THE CORPORATION FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION 3 TO RE-APPROVE THE CORPORATION'S STOCK Mgmt For For OPTION PLAN 4 TO APPROVE THE IMPLEMENTATION OF A Mgmt For For RESTRICTED SHARE UNIT PLAN FOR EXECUTIVES, DIRECTORS, EMPLOYEES AND CONSULTANTS OF THE CORPORATION -------------------------------------------------------------------------------------------------------------------------- INFOSYS LIMITED Agenda Number: 934864895 -------------------------------------------------------------------------------------------------------------------------- Security: 456788108 Meeting Type: Special Meeting Date: 22-Aug-2018 Ticker: INFY ISIN: US4567881085 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Increase in authorized share capital to Mgmt For For enable issue of bonus shares 2. Alteration of Clause V of Memorandum of Mgmt For For Association 3. Approval for the issue of bonus shares Mgmt For For 4. Appointment of Michael Gibbs as an Mgmt For For Independent Director -------------------------------------------------------------------------------------------------------------------------- INTEL CORPORATION Agenda Number: 934963679 -------------------------------------------------------------------------------------------------------------------------- Security: 458140100 Meeting Type: Annual Meeting Date: 16-May-2019 Ticker: INTC ISIN: US4581401001 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Aneel Bhusri Mgmt For For 1b. Election of Director: Andy D. Bryant Mgmt For For 1c. Election of Director: Reed E. Hundt Mgmt Against Against 1d. Election of Director: Omar Ishrak Mgmt For For 1e. Election of Director: Risa Lavizzo-Mourey Mgmt For For 1f. Election of Director: Tsu-Jae King Liu Mgmt For For 1g. Election of Director: Gregory D. Smith Mgmt For For 1h. Election of Director: Robert ("Bob") H. Mgmt For For Swan 1i. Election of Director: Andrew Wilson Mgmt For For 1j. Election of Director: Frank D. Yeary Mgmt Against Against 2. Ratification of selection of Ernst & Young Mgmt Against Against LLP as our independent registered public accounting firm for 2019 3. Advisory vote to approve executive Mgmt For For compensation of our listed officers 4. Approval of amendment and restatement of Mgmt For For the 2006 Equity Incentive Plan 5. Stockholder proposal on whether to allow Shr For Against stockholders to act by written consent, if properly presented 6. Stockholder proposal requesting a report on Shr For Against the risks associated with emerging public policies addressing the gender pay gap, if properly presented 7. Stockholder proposal requesting an annual Shr Against For advisory vote on political contributions, if properly presented -------------------------------------------------------------------------------------------------------------------------- INTERCONTINENTAL EXCHANGE, INC. Agenda Number: 934964380 -------------------------------------------------------------------------------------------------------------------------- Security: 45866F104 Meeting Type: Annual Meeting Date: 17-May-2019 Ticker: ICE ISIN: US45866F1049 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director for term expiring in Mgmt For For 2020: Hon. Sharon Y. Bowen 1b. Election of Director for term expiring in Mgmt Against Against 2020: Charles R. Crisp 1c. Election of Director for term expiring in Mgmt For For 2020: Duriya M. Farooqui 1d. Election of Director for term expiring in Mgmt Against Against 2020: Jean-Marc Forneri 1e. Election of Director for term expiring in Mgmt For For 2020: The Rt. Hon. the Lord Hague of Richmond 1f. Election of Director for term expiring in Mgmt Against Against 2020: Hon. Frederick W. Hatfield 1g. Election of Director for term expiring in Mgmt For For 2020: Thomas E. Noonan 1h. Election of Director for term expiring in Mgmt Against Against 2020: Frederic V. Salerno 1i. Election of Director for term expiring in Mgmt Against Against 2020: Jeffrey C. Sprecher 1j. Election of Director for term expiring in Mgmt For For 2020: Judith A. Sprieser 1k. Election of Director for term expiring in Mgmt Against Against 2020: Vincent Tese 2. To approve, by non-binding vote, the Mgmt For For advisory resolution on executive compensation for named executive officers. 3. To ratify the appointment of Ernst & Young Mgmt Against Against LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019. -------------------------------------------------------------------------------------------------------------------------- INTERNATIONAL BUSINESS MACHINES CORP. Agenda Number: 934941849 -------------------------------------------------------------------------------------------------------------------------- Security: 459200101 Meeting Type: Annual Meeting Date: 30-Apr-2019 Ticker: IBM ISIN: US4592001014 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director for a Term of One Mgmt Against Against Year: M. L. Eskew 1b. Election of Director for a Term of One Mgmt For For Year: D. N. Farr 1c. Election of Director for a Term of One Mgmt Against Against Year: A. Gorsky 1d. Election of Director for a Term of One Mgmt For For Year: M. Howard 1e. Election of Director for a Term of One Mgmt For For Year: S. A. Jackson 1f. Election of Director for a Term of One Mgmt Against Against Year: A. N. Liveris 1g. Election of Director for a Term of One Mgmt Against Against Year: M. E. Pollack 1h. Election of Director for a Term of One Mgmt Against Against Year: V. M. Rometty 1i. Election of Director for a Term of One Mgmt Against Against Year: J. R. Swedish 1j. Election of Director for a Term of One Mgmt Against Against Year: S. Taurel 1k. Election of Director for a Term of One Mgmt For For Year: P. R. Voser 1l. Election of Director for a Term of One Mgmt For For Year: F. H. Waddell 2. Ratification of Appointment of Independent Mgmt Against Against Registered Public Accounting Firm. 3. Advisory Vote on Executive Compensation. Mgmt For For 4. Approval of Long-Term Incentive Performance Mgmt Against Against Terms for Certain Executives for Awards Eligible for Transitional Relief Pursuant to Section 162(m) of the Internal Revenue Code 5. Stockholder Proposal on the Right to Act by Shr For Against Written Consent. 6. Stockholder Proposal to Have an Independent Shr For Against Board Chairman -------------------------------------------------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Agenda Number: 934979088 -------------------------------------------------------------------------------------------------------------------------- Security: 46625H100 Meeting Type: Annual Meeting Date: 21-May-2019 Ticker: JPM ISIN: US46625H1005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Linda B. Bammann Mgmt For For 1b. Election of Director: James A. Bell Mgmt For For 1c. Election of Director: Stephen B. Burke Mgmt Against Against 1d. Election of Director: Todd A. Combs Mgmt For For 1e. Election of Director: James S. Crown Mgmt For For 1f. Election of Director: James Dimon Mgmt Against Against 1g. Election of Director: Timothy P. Flynn Mgmt For For 1h. Election of Director: Mellody Hobson Mgmt For For 1i. Election of Director: Laban P. Jackson, Jr. Mgmt Against Against 1j. Election of Director: Michael A. Neal Mgmt For For 1k. Election of Director: Lee R. Raymond Mgmt Against Against 2. Advisory resolution to approve executive Mgmt For For compensation 3. Ratification of independent registered Mgmt Against Against public accounting firm 4. Gender pay equity report Shr For Against 5. Enhance shareholder proxy access Shr For Against 6. Cumulative voting Shr Against For -------------------------------------------------------------------------------------------------------------------------- KAKAO CORP. Agenda Number: 709956188 -------------------------------------------------------------------------------------------------------------------------- Security: Y2020U108 Meeting Type: EGM Meeting Date: 31-Oct-2018 Ticker: ISIN: KR7035720002 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 APPROVAL OF PHYSICAL DIVISION Mgmt Against Against 2 AMENDMENT OF ARTICLES OF INCORPORATION Mgmt Against Against 3 GRANT OF STOCK OPTION Mgmt Against Against 4 APPROVAL OF GRANT OF STOCK OPTION Mgmt Against Against CMMT 21 SEP 2018: THE ISSUING COMPANY WILL OWN Non-Voting 100% OF SHARES OF NEWLY ESTABLISHED COMPANY RESULTED FROM THE ABOVE SPIN-OFF. THEREFORE THIS SPIN-OFF DOES NOT AFFECT ON SHAREHOLDERS OF COMPANY CMMT 21 SEP 2018: PLEASE NOTE THAT THIS IS A Non-Voting REVISION DUE TO ADDITION OF COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- KAKAO CORP. Agenda Number: 710596694 -------------------------------------------------------------------------------------------------------------------------- Security: Y2020U108 Meeting Type: AGM Meeting Date: 26-Mar-2019 Ticker: ISIN: KR7035720002 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 APPROVAL OF FINANCIAL STATEMENTS Mgmt For For 2.1 AMENDMENT OF ARTICLES OF INCORPORATION. Mgmt Against Against INTRODUCTION OF ELECTRONIC SECURITIES 2.2 AMENDMENT OF ARTICLES OF INCORPORATION. BOD Mgmt Against Against MEETING 2.3 AMENDMENT OF ARTICLES OF INCORPORATION. Mgmt Against Against APPOINTMENT OF OUTSIDE DIRECTOR 2.4 AMENDMENT OF ARTICLES OF INCORPORATION. Mgmt Against Against AUDIT COMMITTEE 2.5 AMENDMENT OF ARTICLES OF INCORPORATION. Mgmt Against Against OTHER ARTICLES 3.1 ELECTION OF OUTSIDE DIRECTOR: JO MIN SIK Mgmt Against Against 3.2 ELECTION OF OUTSIDE DIRECTOR: CHOE JAE HONG Mgmt Against Against 3.3 ELECTION OF OUTSIDE DIRECTOR: PI A O YAN RI Mgmt Against Against 3.4 ELECTION OF OUTSIDE DIRECTOR: JO GYU JIN Mgmt Against Against 4.1 ELECTION OF AUDIT COMMITTEE MEMBER WHO IS Mgmt Against Against AN OUTSIDE DIRECTOR: JO MIN SIK 4.2 ELECTION OF AUDIT COMMITTEE MEMBER WHO IS Mgmt Against Against AN OUTSIDE DIRECTOR: CHOE JAE HONG 4.3 ELECTION OF AUDIT COMMITTEE MEMBER WHO IS Mgmt Against Against AN OUTSIDE DIRECTOR: JO GYU JIN 5 APPROVAL OF REMUNERATION FOR DIRECTOR Mgmt Against Against -------------------------------------------------------------------------------------------------------------------------- MASTERCARD INCORPORATED Agenda Number: 935017233 -------------------------------------------------------------------------------------------------------------------------- Security: 57636Q104 Meeting Type: Annual Meeting Date: 25-Jun-2019 Ticker: MA ISIN: US57636Q1040 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of director: Richard Mgmt For For Haythornthwaite 1b. Election of director: Ajay Banga Mgmt For For 1c. Election of director: David R. Carlucci Mgmt Against Against 1d. Election of director: Richard K. Davis Mgmt For For 1e. Election of director: Steven J. Freiberg Mgmt Against Against 1f. Election of director: Julius Genachowski Mgmt For For 1g. Election of director: Choon Phong Goh Mgmt For For 1h. Election of director: Merit E. Janow Mgmt For For 1i. Election of director: Oki Matsumoto Mgmt For For 1j. Election of director: Youngme Moon Mgmt For For 1k. Election of director: Rima Qureshi Mgmt For For 1l. Election of director: Jose Octavio Reyes Mgmt For For Lagunes 1m. Election of director: Gabrielle Sulzberger Mgmt For For 1n. Election of director: Jackson Tai Mgmt For For 1o. Election of director: Lance Uggla Mgmt For For 2. Advisory approval of Mastercard's executive Mgmt For For compensation 3. Ratification of the appointment of Mgmt Against Against PricewaterhouseCoopers LLP as the independent registered public accounting firm for Mastercard for 2019 4. Consideration of a stockholder proposal on Shr For Against gender pay gap 5. Consideration of a stockholder proposal on Shr For Against creation of a human rights committee -------------------------------------------------------------------------------------------------------------------------- MICROSOFT CORPORATION Agenda Number: 934884544 -------------------------------------------------------------------------------------------------------------------------- Security: 594918104 Meeting Type: Annual Meeting Date: 28-Nov-2018 Ticker: MSFT ISIN: US5949181045 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: William H. Gates lll Mgmt For For 1b. Election of Director: Reid G. Hoffman Mgmt For For 1c. Election of Director: Hugh F. Johnston Mgmt For For 1d. Election of Director: Teri L. List-Stoll Mgmt For For 1e. Election of Director: Satya Nadella Mgmt For For 1f. Election of Director: Charles H. Noski Mgmt Against Against 1g. Election of Director: Helmut Panke Mgmt For For 1h. Election of Director: Sandra E. Peterson Mgmt For For 1i. Election of Director: Penny S. Pritzker Mgmt For For 1j. Election of Director: Charles W. Scharf Mgmt For For 1k. Election of Director: Arne M. Sorenson Mgmt For For 1l. Election of Director: John W. Stanton Mgmt For For 1m. Election of Director: John W. Thompson Mgmt For For 1n. Election of Director: Padmasree Warrior Mgmt For For 2. Advisory vote to approve named executive Mgmt For For officer compensation 3. Ratification of Deloitte & Touche LLP as Mgmt Against Against our independent auditor for fiscal year 2019 -------------------------------------------------------------------------------------------------------------------------- MONEX GROUP,INC. Agenda Number: 711242850 -------------------------------------------------------------------------------------------------------------------------- Security: J4656U102 Meeting Type: AGM Meeting Date: 22-Jun-2019 Ticker: ISIN: JP3869970008 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management Please reference meeting materials. Non-Voting 1.1 Appoint a Director Matsumoto, Oki Mgmt Against Against 1.2 Appoint a Director Kuwashima, Shoji Mgmt For For 1.3 Appoint a Director Oyagi, Takashi Mgmt For For 1.4 Appoint a Director Makihara, Jun Mgmt For For 1.5 Appoint a Director Idei, Nobuyuki Mgmt For For 1.6 Appoint a Director Ishiguro, Fujiyo Mgmt For For 1.7 Appoint a Director Domae, Nobuo Mgmt For For 1.8 Appoint a Director Koizumi, Masaaki Mgmt For For 1.9 Appoint a Director Konno, Shiho Mgmt For For -------------------------------------------------------------------------------------------------------------------------- NASDAQ, INC. Agenda Number: 934938842 -------------------------------------------------------------------------------------------------------------------------- Security: 631103108 Meeting Type: Annual Meeting Date: 23-Apr-2019 Ticker: NDAQ ISIN: US6311031081 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Melissa M. Arnoldi Mgmt For For 1b. Election of Director: Charlene T. Begley Mgmt For For 1c. Election of Director: Steven D. Black Mgmt For For 1d. Election of Director: Adena T. Friedman Mgmt For For 1e. Election of Director: Essa Kazim Mgmt For For 1f. Election of Director: Thomas A. Kloet Mgmt For For 1g. Election of Director: John D. Rainey Mgmt For For 1h. Election of Director: Michael R. Splinter Mgmt Against Against 1i. Election of Director: Jacob Wallenberg Mgmt For For 1j. Election of Director: Lars R. Wedenborn Mgmt For For 1k. Election of Director: Alfred W. Zollar Mgmt For For 2. Advisory vote to approve the company's Mgmt For For executive compensation as presented in the proxy statement 3. Ratification of the appointment of Ernst & Mgmt Against Against Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019 4. A Stockholder Proposal entitled "Right to Shr For Against Act by Written Consent" -------------------------------------------------------------------------------------------------------------------------- NEXON GT CO., LTD., SEONGNAM Agenda Number: 710687293 -------------------------------------------------------------------------------------------------------------------------- Security: Y8240N105 Meeting Type: AGM Meeting Date: 27-Mar-2019 Ticker: ISIN: KR7041140005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 APPROVAL OF FINANCIAL STATEMENT Mgmt For For 2 APPROVAL OF PARTIAL AMENDMENT TO ARTICLES Mgmt Against Against OF INCORPORATION 3 APPROVAL OF LIMIT OF REMUNERATION FOR Mgmt Against Against DIRECTORS 4 APPROVAL OF LIMIT OF REMUNERATION FOR Mgmt Against Against AUDITORS -------------------------------------------------------------------------------------------------------------------------- NVIDIA CORPORATION Agenda Number: 934982807 -------------------------------------------------------------------------------------------------------------------------- Security: 67066G104 Meeting Type: Annual Meeting Date: 22-May-2019 Ticker: NVDA ISIN: US67066G1040 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a Election of Director: Robert K. Burgess Mgmt For For 1b. Election of Director: Tench Coxe Mgmt Against Against 1c. Election of Director: Persis S. Drell Mgmt For For 1d. Election of Director: James C. Gaither Mgmt Against Against 1e. Election of Director: Jen-Hsun Huang Mgmt For For 1f. Election of Director: Dawn Hudson Mgmt For For 1g. Election of Director: Harvey C. Jones Mgmt Against Against 1h. Election of Director: Michael G. McCaffery Mgmt For For 1i. Election of Director: Stephen C. Neal Mgmt For For 1j. Election of Director: Mark L. Perry Mgmt Against Against 1k. Election of Director: A. Brooke Seawell Mgmt Against Against 1l. Election of Director: Mark A. Stevens Mgmt Against Against 2. Approval of our executive compensation. Mgmt For For 3. Ratification of the selection of Mgmt Against Against PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2020. 4. Approval of an amendment and restatement of Mgmt For For our Certificate of Incorporation to eliminate supermajority voting to remove a director without cause. -------------------------------------------------------------------------------------------------------------------------- ORACLE CORPORATION Agenda Number: 934879656 -------------------------------------------------------------------------------------------------------------------------- Security: 68389X105 Meeting Type: Annual Meeting Date: 14-Nov-2018 Ticker: ORCL ISIN: US68389X1054 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Jeffrey S. Berg Mgmt Withheld Against Michael J. Boskin Mgmt Withheld Against Safra A. Catz Mgmt For For Bruce R. Chizen Mgmt Withheld Against George H. Conrades Mgmt Withheld Against Lawrence J. Ellison Mgmt For For Hector Garcia-Molina Mgmt For For Jeffrey O. Henley Mgmt For For Mark V. Hurd Mgmt For For Renee J. James Mgmt For For Charles W. Moorman IV Mgmt Withheld Against Leon E. Panetta Mgmt Withheld Against William G. Parrett Mgmt For For Naomi O. Seligman Mgmt Withheld Against 2. Advisory Vote to Approve the Compensation Mgmt Against Against of the Named Executive Officers. 3. Ratification of the Selection of Ernst & Mgmt Against Against Young LLP as Independent Registered Public Accounting Firm for Fiscal Year 2019. 4. Stockholder Proposal Regarding Pay Equity Shr For Against Report. 5. Stockholder Proposal Regarding Political Shr Against For Contributions Report. 6. Stockholder Proposal Regarding Lobbying Shr Against For Report. 7. Stockholder Proposal Regarding Independent Shr For Against Board Chair. -------------------------------------------------------------------------------------------------------------------------- OVERSTOCK.COM, INC. Agenda Number: 934964532 -------------------------------------------------------------------------------------------------------------------------- Security: 690370101 Meeting Type: Annual Meeting Date: 09-May-2019 Ticker: OSTK ISIN: US6903701018 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Joseph J. Tabacco, Jr. Mgmt Withheld Against Kirthi Kalyanam Mgmt Withheld Against 2. To ratify the appointment of KPMG LLP as Mgmt Against Against the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019. -------------------------------------------------------------------------------------------------------------------------- PLUS500 LTD Agenda Number: 711195075 -------------------------------------------------------------------------------------------------------------------------- Security: M7S2CK109 Meeting Type: AGM Meeting Date: 18-Jun-2019 Ticker: ISIN: IL0011284465 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 RE-ELECT PENELOPE JUDD AS DIRECTOR Mgmt For For 2 RE-ELECT GAL HABER AS DIRECTOR Mgmt Against Against 3 RE-ELECT ASAF ELIMELECH AS DIRECTOR Mgmt For For 4 RE-ELECT ELAD EVEN-CHEN AS DIRECTOR Mgmt For For 5 RE-ELECT STEVEN BALDWIN AS DIRECTOR Mgmt For For 6 RE-ELECT CHARLES FAIRBAIRN AS DIRECTOR Mgmt For For 7 RE-ELECT DANIEL KING AS DIRECTOR Mgmt For For 8 REAPPOINT KESSELMAN KESSELMAN AS AUDITORS Mgmt Against Against 9 AUTHORISE BOARD TO FIX REMUNERATION OF Mgmt Against Against AUDITORS 10 AUTHORISE ISSUE OF EQUITY Mgmt For For 11 AUTHORISE ISSUE OF EQUITY WITHOUT Mgmt For For PRE-EMPTIVE RIGHTS 12 AUTHORISE MARKET PURCHASE OF ORDINARY Mgmt For For SHARES CMMT AS A CONDITION OF VOTING, ISRAELI MARKET Non-Voting REGULATIONS REQUIRE THAT YOU DISCLOSE WHETHER YOU HAVE A) A PERSONAL INTEREST IN THIS COMPANY B) ARE A CONTROLLING SHAREHOLDER IN THIS COMPANY C) ARE A SENIOR OFFICER OF THIS COMPANY D) THAT YOU ARE AN INSTITUTIONAL CLIENT, JOINT INVESTMENT FUND MANAGER OR TRUST FUND. BY VOTING THROUGH THE PROXY EDGE PLATFORM YOU ARE CONFIRMING THE ANSWER FOR A, B AND C TO BE NO AND THE ANSWER FOR D TO BE YES. SHOULD THIS NOT BE THE CASE PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE SO THAT WE MAY LODGE YOUR VOTE INSTRUCTIONS ACCORDINGLY -------------------------------------------------------------------------------------------------------------------------- QIWI PLC Agenda Number: 935034203 -------------------------------------------------------------------------------------------------------------------------- Security: 74735M108 Meeting Type: Annual Meeting Date: 05-Jun-2019 Ticker: QIWI ISIN: US74735M1080 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management A1 THAT audited consolidated financial Mgmt No vote statements of the Company for the 2018 financial year be and are hereby approved and adopted as being in the best interests of and to the advantage and further commercial benefit of and within the powers of the Company. A2 THAT audited standalone financial Mgmt No vote statements of the Company for the 2018 financial year be and are hereby approved and adopted as being in the best interests of and to the advantage and further commercial benefit of and within the powers of the Company. B1 THAT EY be and are hereby re-appointed as Mgmt No vote the Company's Auditors to hold office from the conclusion of that annual general meeting until the conclusion of the next annual general meeting at which accounts are laid before the Company. B2 THAT the Auditor's remuneration amount is Mgmt No vote fixed in the lump sum amount of RUB 45 000 000 (VAT excluding) and EUR 24 250 (VAT excluding) for the ensuing year. C1A Election of Board of Director: Mr. Alexey Mgmt No vote Marey C1B Election of Board of Director: Mr. Marcus Mgmt No vote James Rhodes C1C Election of Board of Director: Ms. Elena Mgmt No vote Titova D1 THAT remuneration for non-executive Mgmt No vote Directors of the Company consisting of (i) an annual fee in the amount of US$ 150 000 for participation in the Board meetings; (ii) annual fee of US$ 25 000 for chairing the meetings of the Board of Directors; and (iii) an annual fee of US$ 25 000 for chairing the meetings of the Board committees, be and is hereby approved. D2 THAT no remuneration shall be fixed for Mgmt No vote executive Directors of the Company. E1 THAT the 2019 Employee Stock Option Plan be Mgmt No vote and is hereby approved. F1 THAT the amended reserve of maximum number Mgmt No vote of class B shares for issuance under the 2015 RSU Plan equal to 2,100,000 (two million one hundred thousand) class B Shares be and is hereby approved. G1 THAT the total number of shares and classes Mgmt No vote of shares to be reserved for issuance under the 2019 Employee Stock Option Plan equal to 3 100 000 (three million one hundred thousand) class B shares be and is hereby approved. -------------------------------------------------------------------------------------------------------------------------- QIWI PLC Agenda Number: 935034304 -------------------------------------------------------------------------------------------------------------------------- Security: 74735M108 Meeting Type: Annual Meeting Date: 05-Jun-2019 Ticker: QIWI ISIN: US74735M1080 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management C2A Election of Board of Director: Mr. Mgmt No vote Alexander Karavaev C2B Election of Board of Director: Mr. Boris Mgmt No vote Kim C2C Election of Board of Director: Mr. Sergey Mgmt No vote Solonin C2D Election of Board of Director: Mr. Veniamin Mgmt No vote Polyantsev C2E Election of Board of Director: Ms. Nadiya Mgmt No vote Cherkasova -------------------------------------------------------------------------------------------------------------------------- QUALCOMM INCORPORATED Agenda Number: 934921568 -------------------------------------------------------------------------------------------------------------------------- Security: 747525103 Meeting Type: Annual Meeting Date: 12-Mar-2019 Ticker: QCOM ISIN: US7475251036 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Barbara T. Alexander Mgmt For For 1b. Election of Director: Mark Fields Mgmt For For 1c. Election of Director: Jeffrey W. Henderson Mgmt Against Against 1d. Election of Director: Ann M. Livermore Mgmt For For 1e. Election of Director: Harish Manwani Mgmt For For 1f. Election of Director: Mark D. McLaughlin Mgmt For For 1g. Election of Director: Steve Mollenkopf Mgmt For For 1h. Election of Director: Clark T. Randt, Jr. Mgmt For For 1i. Election of Director: Francisco Ros Mgmt For For 1j. Election of Director: Irene B. Rosenfeld Mgmt For For 1k. Election of Director: Neil Smit Mgmt Against Against 1l. Election of Director: Anthony J. Mgmt For For Vinciquerra 2. To ratify the selection of Mgmt Against Against PricewaterhouseCoopers LLP as our independent public accountants for our fiscal year ending September 29, 2019. 3. To approve, on an advisory basis, our Mgmt For For executive compensation. -------------------------------------------------------------------------------------------------------------------------- RAKUTEN,INC. Agenda Number: 710659802 -------------------------------------------------------------------------------------------------------------------------- Security: J64264104 Meeting Type: AGM Meeting Date: 28-Mar-2019 Ticker: ISIN: JP3967200001 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management Please reference meeting materials. Non-Voting 1 Amend Articles to: Amend Business Lines Mgmt For For 2.1 Appoint a Director Mikitani, Hiroshi Mgmt Against Against 2.2 Appoint a Director Hosaka, Masayuki Mgmt Against Against 2.3 Appoint a Director Charles B. Baxter Mgmt For For 2.4 Appoint a Director Kutaragi, Ken Mgmt For For 2.5 Appoint a Director Mitachi, Takashi Mgmt For For 2.6 Appoint a Director Murai, Jun Mgmt For For 2.7 Appoint a Director Sarah J.M.Whitley Mgmt For For 3 Appoint a Corporate Auditor Hirata, Takeo Mgmt Against Against 4 Approve Issuance of Share Acquisition Mgmt For For Rights as Stock Options for Directors, Executive Officers and Employees of the Company and the Company's Subsidiaries 5 Approve Issuance of Share Acquisition Mgmt For For Rights as Retirement Compensation Stock Options for Directors of the Company who serve concurrently as Executive Officers of the Company and Executive Officers of the Company -------------------------------------------------------------------------------------------------------------------------- RED HAT, INC. Agenda Number: 934851076 -------------------------------------------------------------------------------------------------------------------------- Security: 756577102 Meeting Type: Annual Meeting Date: 09-Aug-2018 Ticker: RHT ISIN: US7565771026 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Sohaib Abbasi Mgmt For For 1.2 Election of Director: W. Steve Albrecht Mgmt For For 1.3 Election of Director: Charlene T. Begley Mgmt For For 1.4 Election of Director: Narendra K. Gupta Mgmt Against Against 1.5 Election of Director: Kimberly L. Hammonds Mgmt For For 1.6 Election of Director: William S. Kaiser Mgmt Against Against 1.7 Election of Director: James M. Whitehurst Mgmt Against Against 1.8 Election of Director: Alfred W. Zollar Mgmt For For 2. To approve, on an advisory basis, a Mgmt For For resolution relating to Red Hat's executive compensation 3. To ratify the selection of Mgmt Against Against PricewaterhouseCoopers LLP as Red Hat's independent registered public accounting firm for the fiscal year ending February 28, 2019 -------------------------------------------------------------------------------------------------------------------------- RED HAT, INC. Agenda Number: 934914222 -------------------------------------------------------------------------------------------------------------------------- Security: 756577102 Meeting Type: Special Meeting Date: 16-Jan-2019 Ticker: RHT ISIN: US7565771026 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To adopt the Agreement and Plan of Merger Mgmt For For (as it may be amended from time to time), dated as of October 28, 2018, which we refer to as the merger agreement, by and among Red Hat, Inc., International Business Machines Corporation and Socrates Acquisition Corp. 2. To approve, by means of a non-binding, Mgmt Against Against advisory vote, compensation that will or may become payable to the named executive officers of Red Hat, Inc. in connection with the merger. 3. To approve one or more adjournments of the Mgmt For For special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the then-scheduled date and time of the special meeting. -------------------------------------------------------------------------------------------------------------------------- SAMSUNG ELECTRONICS CO LTD Agenda Number: 710589536 -------------------------------------------------------------------------------------------------------------------------- Security: Y74718100 Meeting Type: AGM Meeting Date: 20-Mar-2019 Ticker: ISIN: KR7005930003 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 APPROVAL OF FINANCIAL STATEMENTS Mgmt For For 2.1.1 APPOINTMENT OF OUTSIDE DIRECTOR: PARK JAE Mgmt For For WAN 2.1.2 APPOINTMENT OF OUTSIDE DIRECTOR: KIM HAN JO Mgmt For For 2.1.3 APPOINTMENT OF OUTSIDE DIRECTOR: AN GYU RI Mgmt For For 2.2.1 APPOINTMENT OF AUDIT COMMITTEE MEMBER: PARK Mgmt For For JAE WAN 2.2.2 APPOINTMENT OF AUDIT COMMITTEE MEMBER: KIM Mgmt For For HAN JO 3 APPROVAL OF REMUNERATION FOR DIRECTOR Mgmt For For -------------------------------------------------------------------------------------------------------------------------- SAP SE Agenda Number: 934994268 -------------------------------------------------------------------------------------------------------------------------- Security: 803054204 Meeting Type: Annual Meeting Date: 15-May-2019 Ticker: SAP ISIN: US8030542042 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 2. Resolution on the appropriation of the Mgmt For retained earnings of fiscal year 2018. 3. Resolution on the formal approval of the Mgmt For acts of the Executive Board in fiscal year 2018. 4. Resolution on the formal approval of the Mgmt For acts of the Supervisory Board in fiscal year 2018. 5. Appointment of the auditors of the annual Mgmt For financial statements and group annual financial statements for fiscal year 2019. 6a. Election of Supervisory Board members: Prof Mgmt Against Dr h. c. mult.Hasso Plattner 6b. Election of Supervisory Board members: Dr Mgmt For h. c. mult. Pekka Ala-Pietila 6c. Election of Supervisory Board members: Mgmt For Aicha Evans 6d. Election of Supervisory Board members: Mgmt For Diane Greene 6e. Election of Supervisory Board members: Prof Mgmt For Dr Gesche Joost 6f. Election of Supervisory Board members: Mgmt For Bernard Liautaud 6g. Election of Supervisory Board members: Mgmt For Gerhard Oswald 6h. Election of Supervisory Board members: Dr Mgmt For Friederike Rotsch 6i. Election of Supervisory Board members: Dr Mgmt For Gunnar Wiedenfels -------------------------------------------------------------------------------------------------------------------------- SBI HOLDINGS,INC. Agenda Number: 711276457 -------------------------------------------------------------------------------------------------------------------------- Security: J6991H100 Meeting Type: AGM Meeting Date: 27-Jun-2019 Ticker: ISIN: JP3436120004 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management Please reference meeting materials. Non-Voting 1.1 Appoint a Director Kitao, Yoshitaka Mgmt Against Against 1.2 Appoint a Director Kawashima, Katsuya Mgmt Against Against 1.3 Appoint a Director Nakagawa, Takashi Mgmt Against Against 1.4 Appoint a Director Takamura, Masato Mgmt Against Against 1.5 Appoint a Director Morita, Shumpei Mgmt Against Against 1.6 Appoint a Director Yamada, Masayuki Mgmt For For 1.7 Appoint a Director Yoshida, Masaki Mgmt For For 1.8 Appoint a Director Sato, Teruhide Mgmt For For 1.9 Appoint a Director Takenaka, Heizo Mgmt For For 1.10 Appoint a Director Suzuki, Yasuhiro Mgmt For For 1.11 Appoint a Director Kusakabe, Satoe Mgmt For For 1.12 Appoint a Director Kubo, Junko Mgmt For For 2 Appoint a Substitute Corporate Auditor Mgmt Against Against Wakatsuki, Tetsutaro 3 Approve Details of the Restricted-Share Mgmt Against Against Compensation to be received by Directors -------------------------------------------------------------------------------------------------------------------------- SEAGATE TECHNOLOGY PLC Agenda Number: 934877917 -------------------------------------------------------------------------------------------------------------------------- Security: G7945M107 Meeting Type: Annual Meeting Date: 30-Oct-2018 Ticker: STX ISIN: IE00B58JVZ52 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: William D. Mosley Mgmt For For 1b. Election of Director: Stephen J. Luczo Mgmt For For 1c. Election of Director: Mark W. Adams Mgmt Against Against 1d. Election of Director: Judy Bruner Mgmt For For 1e. Election of Director: Michael R. Cannon Mgmt Against Against 1f. Election of Director: William T. Coleman Mgmt For For 1g. Election of Director: Jay L. Geldmacher Mgmt Against Against 1h. Election of Director: Dylan Haggart Mgmt Against Against 1i. Election of Director: Stephanie Tilenius Mgmt For For 1j. Election of Director: Edward J. Zander Mgmt Against Against 2. Approve, in an advisory, non-binding vote, Mgmt Against Against the compensation of the Company's named executive officers ("Say-on-Pay"). 3. Ratify, in a non-binding vote, the Mgmt For For appointment of Ernst & Young LLP as the independent auditors of the Company and to authorize, in a binding vote, the Audit Committee of the Company's Board of Directors to set the auditors' remuneration. 4. Grant the Board the authority to allot and Mgmt For For issue shares under Irish law. 5. Grant the Board the authority to opt-out of Mgmt For For statutory pre-emption rights under Irish law. 6. Determine the price range at which the Mgmt For For Company can re-allot shares that it acquires as treasury shares under Irish law. -------------------------------------------------------------------------------------------------------------------------- SEAGATE TECHNOLOGY PLC Agenda Number: 934942740 -------------------------------------------------------------------------------------------------------------------------- Security: G7945M107 Meeting Type: Special Meeting Date: 25-Apr-2019 Ticker: STX ISIN: IE00B58JVZ52 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Approve the reduction of Company capital Mgmt For For and creation of distributable reserves (special resolution). -------------------------------------------------------------------------------------------------------------------------- SQUARE, INC. Agenda Number: 935012093 -------------------------------------------------------------------------------------------------------------------------- Security: 852234103 Meeting Type: Annual Meeting Date: 18-Jun-2019 Ticker: SQ ISIN: US8522341036 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Jack Dorsey Mgmt Withheld Against David Viniar Mgmt For For Paul Deighton Mgmt For For Anna Patterson Mgmt For For 2. ADVISORY VOTE ON THE COMPENSATION OF OUR Mgmt For For NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------------------------------------------------- TAIWAN SEMICONDUCTOR MFG. CO. LTD. Agenda Number: 935024163 -------------------------------------------------------------------------------------------------------------------------- Security: 874039100 Meeting Type: Annual Meeting Date: 05-Jun-2019 Ticker: TSM ISIN: US8740391003 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1) To accept 2018 Business Report and Mgmt For For Financial Statements 2) To approve the proposal for distribution of Mgmt For For 2018 earnings 3) To revise the Articles of Incorporation Mgmt For For 4) To revise the following TSMC policies: (i) Mgmt For For Procedures for Acquisition or Disposal of Assets; (ii) Procedures for Financial Derivatives Transactions 5) DIRECTOR Moshe N. Gavrielov Mgmt For For -------------------------------------------------------------------------------------------------------------------------- TENCENT HOLDINGS LTD Agenda Number: 710871042 -------------------------------------------------------------------------------------------------------------------------- Security: G87572163 Meeting Type: AGM Meeting Date: 15-May-2019 Ticker: ISIN: KYG875721634 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND Non-Voting PROXY FORM ARE AVAILABLE BY CLICKING ON THE URL LINKS: HTTP://WWW3.HKEXNEWS.HK/LISTEDCO/LISTCONEWS /SEHK/2019/0401/LTN201904012222.PDF AND HTTP://WWW3.HKEXNEWS.HK/LISTEDCO/LISTCONEWS /SEHK/2019/0401/LTN201904012246.PDF CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting TO VOTE 'IN FAVOR' OR 'AGAINST' FOR ALL RESOLUTIONS, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING 1 TO RECEIVE AND CONSIDER THE AUDITED Mgmt For For FINANCIAL STATEMENTS, THE DIRECTORS' REPORT AND THE INDEPENDENT AUDITOR'S REPORT FOR THE YEAR ENDED 31 DECEMBER 2018 2 TO DECLARE A FINAL DIVIDEND: HKD1.00 PER Mgmt For For SHARE 3.A TO RE-ELECT MR JACOBUS PETRUS (KOOS) BEKKER Mgmt Against Against AS DIRECTOR 3.B TO RE-ELECT MR IAN CHARLES STONE AS Mgmt Against Against DIRECTOR 3.C TO AUTHORISE THE BOARD OF DIRECTORS TO FIX Mgmt Against Against THE DIRECTORS' REMUNERATION 4 TO RE-APPOINT AUDITOR AND AUTHORISE THE Mgmt For For BOARD OF DIRECTORS TO FIX THEIR REMUNERATION 5 TO GRANT A GENERAL MANDATE TO THE DIRECTORS Mgmt For For TO ISSUE NEW SHARES (ORDINARY RESOLUTION 5 AS SET OUT IN THE NOTICE OF THE AGM) 6 TO GRANT A GENERAL MANDATE TO THE DIRECTORS Mgmt Against Against TO REPURCHASE SHARES (ORDINARY RESOLUTION 6 AS SET OUT IN THE NOTICE OF THE AGM) 7 TO EXTEND THE GENERAL MANDATE TO ISSUE NEW Mgmt Against Against SHARES BY ADDING THE NUMBER OF SHARES REPURCHASED (ORDINARY RESOLUTION 7 AS SET OUT IN THE NOTICE OF THE AGM) -------------------------------------------------------------------------------------------------------------------------- TENCENT HOLDINGS LTD Agenda Number: 711051386 -------------------------------------------------------------------------------------------------------------------------- Security: G87572163 Meeting Type: EGM Meeting Date: 15-May-2019 Ticker: ISIN: KYG875721634 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND Non-Voting PROXY FORM ARE AVAILABLE BY CLICKING ON THE URL LINKS: HTTP://WWW3.HKEXNEWS.HK/LISTEDCO/LISTCONEWS /SEHK/2019/0425/LTN201904252117.PDF AND HTTP://WWW3.HKEXNEWS.HK/LISTEDCO/LISTCONEWS /SEHK/2019/0425/LTN201904252125.PDF CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting TO VOTE 'IN FAVOR' OR 'AGAINST' FOR RESOLUTION 1, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING 1 TO APPROVE THE REFRESHMENT OF SCHEME Mgmt For For MANDATE LIMIT UNDER THE SHARE OPTION PLAN OF TENCENT MUSIC ENTERTAINMENT GROUP -------------------------------------------------------------------------------------------------------------------------- THE GOLDMAN SACHS GROUP, INC. Agenda Number: 934949225 -------------------------------------------------------------------------------------------------------------------------- Security: 38141G104 Meeting Type: Annual Meeting Date: 02-May-2019 Ticker: GS ISIN: US38141G1040 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: M. Michele Burns Mgmt Against Against 1b. Election of Director: Drew G. Faust Mgmt For For 1c. Election of Director: Mark A. Flaherty Mgmt For For 1d. Election of Director: Ellen J. Kullman Mgmt Against Against 1e. Election of Director: Lakshmi N. Mittal Mgmt Against Against 1f. Election of Director: Adebayo O. Ogunlesi Mgmt Against Against 1g. Election of Director: Peter Oppenheimer Mgmt For For 1h. Election of Director: David M. Solomon Mgmt For For 1i. Election of Director: Jan E. Tighe Mgmt For For 1j. Election of Director: David A. Viniar Mgmt For For 1k. Election of Director: Mark O. Winkelman Mgmt For For 2. Advisory Vote to Approve Executive Mgmt Against Against Compensation (Say on Pay) 3. Ratification of PricewaterhouseCoopers LLP Mgmt Against Against as our Independent Registered Public Accounting Firm for 2019 4. Shareholder Proposal Regarding Right to Act Shr For Against by Written Consent -------------------------------------------------------------------------------------------------------------------------- THOMSON REUTERS CORPORATION Agenda Number: 934891955 -------------------------------------------------------------------------------------------------------------------------- Security: 884903105 Meeting Type: Special Meeting Date: 19-Nov-2018 Ticker: TRI ISIN: CA8849031056 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 The special resolution, the full text of Mgmt For For which is set forth in Appendix A to the management proxy circular of Thomson Reuters Corporation dated October 16, 2018 (the "Circular"), approving the plan of arrangement under Section 182 of the Business Corporations Act (Ontario) under which Thomson Reuters Corporation will (i) make a cash distribution of US$4.45 per common share, or approximately US$2.5 billion in the aggregate and (ii) consolidate its outstanding common shares (or "reverse stock split") on a basis that is proportional to the cash distribution, all as more particularly described in the Circular. -------------------------------------------------------------------------------------------------------------------------- VISA INC. Agenda Number: 934911074 -------------------------------------------------------------------------------------------------------------------------- Security: 92826C839 Meeting Type: Annual Meeting Date: 29-Jan-2019 Ticker: V ISIN: US92826C8394 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Lloyd A. Carney Mgmt For For 1b. Election of Director: Mary B. Cranston Mgmt For For 1c. Election of Director: Francisco Javier Mgmt For For Fernandez-Carbajal 1d. Election of Director: Alfred F. Kelly, Jr. Mgmt For For 1e. Election of Director: John F. Lundgren Mgmt For For 1f. Election of Director: Robert W. Matschullat Mgmt Against Against 1g. Election of Director: Denise M. Morrison Mgmt For For 1h. Election of Director: Suzanne Nora Johnson Mgmt For For 1i. Election of Director: John A. C. Swainson Mgmt Against Against 1j. Election of Director: Maynard G. Webb, Jr. Mgmt For For 2. Advisory vote to approve executive Mgmt For For compensation. 3. Ratification of the appointment of KPMG LLP Mgmt Against Against as our independent registered public accounting firm for the 2019 fiscal year. -------------------------------------------------------------------------------------------------------------------------- WIPRO LIMITED Agenda Number: 934853107 -------------------------------------------------------------------------------------------------------------------------- Security: 97651M109 Meeting Type: Annual Meeting Date: 19-Jul-2018 Ticker: WIT ISIN: US97651M1099 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management O1. Consider and adopt the Audited Financial Mgmt For For Statements of the Company (including consolidated financial statements) for the financial year ended March 31, 2018, together with the Reports of the Directors and Auditors thereon. O2. To confirm the payment of Interim Dividend Mgmt For For of INR 1 per equity share already paid during the year as Final Dividend for the financial year ended March 31, 2018. O3. Re-appointment of Mr. Rishad A Premji (DIN Mgmt For For 02983899), Director, who retires by rotation and being eligible, offers himself for re-appointment. S4. Re-appointment of Ms. Ireena Vittal (DIN Mgmt For For 05195656) as an Independent Director of the Company. -------------------------------------------------------------------------------------------------------------------------- WIPRO LIMITED Agenda Number: 934872664 -------------------------------------------------------------------------------------------------------------------------- Security: 97651M109 Meeting Type: Special Meeting Date: 19-Sep-2018 Ticker: WIT ISIN: US97651M1099 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To approve the scheme of amalgamation of Mgmt For For Wipro Technologies Austria Gmbh, Wipro Information Technology Austria Gmbh, NewLogic Technologies SARL and Appirio India Cloud Solutions Private Limited with Wipro Limited -------------------------------------------------------------------------------------------------------------------------- YAHOO JAPAN CORPORATION Agenda Number: 711242557 -------------------------------------------------------------------------------------------------------------------------- Security: J95402103 Meeting Type: AGM Meeting Date: 18-Jun-2019 Ticker: ISIN: JP3933800009 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management Please reference meeting materials. Non-Voting 1 Approve Absorption-Type Company Split Mgmt For For Agreement 2 Amend Articles to: Change Official Company Mgmt For For Name to Z Holdings Corporation, Amend Business Lines 3.1 Appoint a Director who is not Audit and Mgmt Against Against Supervisory Committee Member Kawabe, Kentaro 3.2 Appoint a Director who is not Audit and Mgmt Against Against Supervisory Committee Member Ozawa, Takao 3.3 Appoint a Director who is not Audit and Mgmt Against Against Supervisory Committee Member Son, Masayoshi 3.4 Appoint a Director who is not Audit and Mgmt Against Against Supervisory Committee Member Miyauchi, Ken 3.5 Appoint a Director who is not Audit and Mgmt For For Supervisory Committee Member Fujihara, Kazuhiko 3.6 Appoint a Director who is not Audit and Mgmt For For Supervisory Committee Member Oketani, Taku 4.1 Appoint a Director who is Audit and Mgmt For For Supervisory Committee Member Yoshii, Shingo 4.2 Appoint a Director who is Audit and Mgmt For For Supervisory Committee Member Onitsuka, Hiromi 4.3 Appoint a Director who is Audit and Mgmt For For Supervisory Committee Member Usumi, Yoshio 5 Appoint a Substitute Director who is Audit Mgmt For For and Supervisory Committee Member Tobita, Hiroshi Amplify YieldShares Senior Loan and Income ETF -------------------------------------------------------------------------------------------------------------------------- BLACKROCK FLOATING RATE INCOME TRUST Agenda Number: 934847875 -------------------------------------------------------------------------------------------------------------------------- Security: 091941104 Meeting Type: Annual Meeting Date: 27-Aug-2018 Ticker: BGT ISIN: US0919411043 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Frank J. Fabozzi Mgmt Withheld Against Robert Fairbairn Mgmt For For Catherine A. Lynch Mgmt For For Karen P. Robards Mgmt For For -------------------------------------------------------------------------------------------------------------------------- BLACKROCK FLTING RT INCOME STRA FD INC Agenda Number: 934847887 -------------------------------------------------------------------------------------------------------------------------- Security: 09255X100 Meeting Type: Annual Meeting Date: 27-Aug-2018 Ticker: FRA ISIN: US09255X1000 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Robert Fairbairn Mgmt For For R. Glenn Hubbard Mgmt Withheld Against W. Carl Kester Mgmt Withheld Against John M. Perlowski Mgmt For For Karen P. Robards Mgmt For For -------------------------------------------------------------------------------------------------------------------------- EATON VANCE SENIOR FLOATING-RATE TRUST Agenda Number: 934851901 -------------------------------------------------------------------------------------------------------------------------- Security: 27828Q105 Meeting Type: Annual Meeting Date: 16-Aug-2018 Ticker: EFR ISIN: US27828Q1058 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Susan J. Sutherland Mgmt For For Harriett Tee Taggart Mgmt For For -------------------------------------------------------------------------------------------------------------------------- EATON VANCE SENIOR INCOME TRUST Agenda Number: 934870610 -------------------------------------------------------------------------------------------------------------------------- Security: 27826S103 Meeting Type: Annual Meeting Date: 18-Oct-2018 Ticker: EVF ISIN: US27826S1033 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Mark R. Fetting Mgmt For For Helen Frame Peters Mgmt For For Scott E. Wennerholm Mgmt For For -------------------------------------------------------------------------------------------------------------------------- FIRST TRUST ADVISORS Agenda Number: 934867219 -------------------------------------------------------------------------------------------------------------------------- Security: 33740K101 Meeting Type: Annual Meeting Date: 10-Sep-2018 Ticker: FIV ISIN: US33740K1016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR RICHARD E. ERICKSON Mgmt Withheld Against THOMAS R. KADLEC Mgmt Withheld Against -------------------------------------------------------------------------------------------------------------------------- FIRST TRUST/FOUR CORNERS SR FLOATING Agenda Number: 934867221 -------------------------------------------------------------------------------------------------------------------------- Security: 33733U108 Meeting Type: Annual Meeting Date: 10-Sep-2018 Ticker: FCT ISIN: US33733U1088 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR NIEL B. NIELSON Mgmt Withheld Against -------------------------------------------------------------------------------------------------------------------------- INVESCO Agenda Number: 934853309 -------------------------------------------------------------------------------------------------------------------------- Security: 46131H107 Meeting Type: Annual Meeting Date: 09-Aug-2018 Ticker: VVR ISIN: US46131H1077 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Bruce L. Crockett Mgmt For For Jack M. Fields Mgmt For For Martin L. Flanagan Mgmt For For Robert C. Troccoli Mgmt For For -------------------------------------------------------------------------------------------------------------------------- INVESCO Agenda Number: 934853309 -------------------------------------------------------------------------------------------------------------------------- Security: 46132R104 Meeting Type: Annual Meeting Date: 09-Aug-2018 Ticker: VTA ISIN: US46132R1041 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Bruce L. Crockett Mgmt For For Jack M. Fields Mgmt For For Martin L. Flanagan Mgmt For For Robert C. Troccoli Mgmt For For -------------------------------------------------------------------------------------------------------------------------- PIONEER FLOATING RATE TRUST Agenda Number: 934864768 -------------------------------------------------------------------------------------------------------------------------- Security: 72369J102 Meeting Type: Annual Meeting Date: 20-Sep-2018 Ticker: PHD ISIN: US72369J1025 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Thomas J. Perna Mgmt Withheld Against Fred J. Ricciardi Mgmt For For Marguerite A. Piret Mgmt For For -------------------------------------------------------------------------------------------------------------------------- THL CREDIT SENIOR LOAN FUND Agenda Number: 934853145 -------------------------------------------------------------------------------------------------------------------------- Security: 87244R103 Meeting Type: Annual Meeting Date: 03-Aug-2018 Ticker: TSLF ISIN: US87244R1032 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Joseph L. Morea* Mgmt For For Michael Perino* Mgmt For For Brian Good# Mgmt For For 2. Approve a new advisory agreement between Mgmt For For the Fund and THL Credit Advisors LLC. 3. Approve an amendment to the Fund's Amended Mgmt For For and Restated Agreement and Declaration of Trust. -------------------------------------------------------------------------------------------------------------------------- VOYA PRIME RATE TRUST Agenda Number: 934822570 -------------------------------------------------------------------------------------------------------------------------- Security: 92913A100 Meeting Type: Annual Meeting Date: 10-Jul-2018 Ticker: PPR ISIN: US92913A1007 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Colleen D. Baldwin Mgmt For For John V. Boyer Mgmt Withheld Against Patricia W. Chadwick Mgmt For For Martin J. Gavin Mgmt For For Russell H. Jones Mgmt For For Patrick W. Kenny Mgmt Withheld Against Joseph E. Obermeyer Mgmt For For Sheryl K. Pressler Mgmt For For Christopher P. Sullivan Mgmt For For Roger B. Vincent Mgmt Withheld Against Dina Santoro Mgmt For For * Management position unknown SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) Amplify ETF Trust By (Signature) /s/ Christian Magoon Name Christian Magoon Title President Date 08/21/2019