N-PX 1 ess-equbot_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: 811-22668 NAME OF REGISTRANT: ETF Series Solutions ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 615 East Michigan Street Milwaukee, WI 53202 NAME AND ADDRESS OF AGENT FOR SERVICE: Michael Barolsky ETF Series Solutions 615 East Michigan Street Milwaukee, WI 53202 REGISTRANT'S TELEPHONE NUMBER: 414-765-5586 DATE OF FISCAL YEAR END: 05/31 DATE OF REPORTING PERIOD: 07/01/2018 - 06/30/2019 AI Powered International Equity 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 For For 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. -------------------------------------------------------------------------------------------------------------------------- ADIENT PLC Agenda Number: 934923815 -------------------------------------------------------------------------------------------------------------------------- Security: G0084W101 Meeting Type: Annual Meeting Date: 11-Mar-2019 Ticker: ADNT ISIN: IE00BD845X29 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: John M. Barth Mgmt For For 1b. Election of Director: Julie L. Bushman Mgmt For For 1c. Election of Director: Peter H. Carlin Mgmt For For 1d. Election of Director: Raymond L. Conner Mgmt For For 1e. Election of Director: Douglas G. Del Grosso Mgmt For For 1f. Election of Director: Richard Goodman Mgmt For For 1g. Election of Director: Frederick A. Mgmt For For Henderson 1h. Election of Director: Barb J. Samardzich Mgmt For For 2. To ratify, by non-binding advisory vote, Mgmt For For the appointment of PricewaterhouseCoopers LLP as our independent auditor for fiscal year 2019 and to authorize, by binding vote, the Board of Directors, acting through the Audit Committee, to set the auditors' remuneration. 3. To approve, on an advisory basis, our named Mgmt For For executive officer compensation. -------------------------------------------------------------------------------------------------------------------------- AERCAP HOLDINGS N.V. Agenda Number: 934949390 -------------------------------------------------------------------------------------------------------------------------- Security: N00985106 Meeting Type: Annual Meeting Date: 24-Apr-2019 Ticker: AER ISIN: NL0000687663 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 4 Adoption of the annual accounts for the Mgmt For For 2018 financial year. 6 Release of liability of the directors with Mgmt For For respect to their management during the 2018 financial year. 7a Appointment of Ms. Stacey L. Cartwright as Mgmt For For non-executive director for a period of four years. 7b Appointment of Ms. Rita Forst as Mgmt For For non-executive director for a period of four years. 8 Appointment of Mr. Peter L. Juhas as the Mgmt For For person referred to in article 16, paragraph 8 of the Company's articles of association. 9 Appointment of PricewaterhouseCoopers Mgmt For For Accountants N.V. for the audit of the Company's annual accounts for the 2019 financial year. 10a Authorization of the Board of Directors to Mgmt For For issue shares and to grant rights to subscribe for shares. 10b Authorization of the Board of Directors to Mgmt For For limit or exclude pre- emptive rights in relation to agenda item 10(a). 10c Authorization of the Board of Directors to Mgmt Against Against issue additional shares and to grant additional rights to subscribe for shares. 10d Authorization of the Board of Directors to Mgmt Against Against limit or exclude pre- emptive rights in relation to agenda item 10(c). 11a Authorization of the Board of Directors to Mgmt For For repurchase shares. 11b Conditional authorization of the Board of Mgmt For For Directors to repurchase additional shares. 12 Reduction of capital through cancellation Mgmt For For of shares. 13a Amendment to the articles of association. Mgmt For For 13b Designation of each of the Company's Mgmt For For directors and each (candidate) civil law notary and lawyer at NautaDutilh N.V. to implement the amendment to the articles of association. -------------------------------------------------------------------------------------------------------------------------- AERCAP HOLDINGS N.V. Agenda Number: 934975890 -------------------------------------------------------------------------------------------------------------------------- Security: N00985106 Meeting Type: Annual Meeting Date: 24-Apr-2019 Ticker: AER ISIN: NL0000687663 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 4 Adoption of the annual accounts for the Mgmt For For 2018 financial year. 6 Release of liability of the directors with Mgmt For For respect to their management during the 2018 financial year. 7a Appointment of Ms. Stacey L. Cartwright as Mgmt For For non-executive director for a period of four years. 7b Appointment of Ms. Rita Forst as Mgmt For For non-executive director for a period of four years. 8 Appointment of Mr. Peter L. Juhas as the Mgmt For For person referred to in article 16, paragraph 8 of the Company's articles of association. 9 Appointment of PricewaterhouseCoopers Mgmt For For Accountants N.V. for the audit of the Company's annual accounts for the 2019 financial year. 10a Authorization of the Board of Directors to Mgmt For For issue shares and to grant rights to subscribe for shares. 10b Authorization of the Board of Directors to Mgmt For For limit or exclude pre- emptive rights in relation to agenda item 10(a). 10c Authorization of the Board of Directors to Mgmt Against Against issue additional shares and to grant additional rights to subscribe for shares. 10d Authorization of the Board of Directors to Mgmt Against Against limit or exclude pre- emptive rights in relation to agenda item 10(c). 11a Authorization of the Board of Directors to Mgmt For For repurchase shares. 11b Conditional authorization of the Board of Mgmt For For Directors to repurchase additional shares. 12 Reduction of capital through cancellation Mgmt For For of shares. 13a Amendment to the articles of association. Mgmt For For 13b Designation of each of the Company's Mgmt For For directors and each (candidate) civil law notary and lawyer at NautaDutilh N.V. to implement the amendment to the articles of association. -------------------------------------------------------------------------------------------------------------------------- ALLEGION PLC Agenda Number: 934991200 -------------------------------------------------------------------------------------------------------------------------- Security: G0176J109 Meeting Type: Annual Meeting Date: 05-Jun-2019 Ticker: ALLE ISIN: IE00BFRT3W74 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Carla Cico Mgmt For For 1b. Election of Director: Kirk S. Hachigian Mgmt For For 1c. Election of Director: Nicole Parent Haughey Mgmt For For 1d. Election of Director: David D. Petratis Mgmt For For 1e. Election of Director: Dean I. Schaffer Mgmt For For 1f. Election of Director: Charles L. Szews Mgmt For For 1g. Election of Director: Martin E. Welch III Mgmt For For 2. Advisory approval of the compensation of Mgmt For For the Company's named executive officers. 3. Approval of the appointment of Mgmt For For PricewaterhouseCoopers as independent auditors of the Company and authorize the Audit and Finance Committee of the Board of Directors to set the auditors' remuneration. 4. Approval of renewal of the Board of Mgmt For For Directors' existing authority to issue shares. 5. Approval of renewal of the Board of Mgmt For For Directors' existing authority to issue shares for cash without first offering shares to existing shareholders. (Special Resolution) -------------------------------------------------------------------------------------------------------------------------- AMARIN CORPORATION PLC Agenda Number: 935013196 -------------------------------------------------------------------------------------------------------------------------- Security: 023111206 Meeting Type: Annual Meeting Date: 20-May-2019 Ticker: AMRN ISIN: US0231112063 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To re-elect Mr. Jan van Heek as a director. Mgmt For For 2. To re-elect Ms. Kristine Peterson as a Mgmt For For director. 3. To hold an advisory (non-binding) vote to Mgmt For For approve the compensation of the Company's "named executive officers" as described in full in the "Executive Compensation Discussion and Analysis" section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure on pages 25 to 55 of the accompanying Proxy Statement. 4. To appoint Ernst & Young LLP as auditors of Mgmt For For the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company and to authorize the Audit Committee of the Board of Directors of the Company to fix the auditors' remuneration as described in full on pages 9 to 10 of the accompanying Proxy Statement. 5. To generally and unconditionally Mgmt Against Against reauthorize the Board of Directors of the Company to exercise all powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares of the Company up to an aggregate nominal amount of GBP 148,000,000 (being the aggregate nominal amount of GBP 125,000,000 in respect of ordinary shares and GBP 23,000,000 in respect of preference shares) as described in full on pages 11 to 12 of the accompanying Proxy Statement. 6. To, subject to the passing of Resolution Mgmt Against Against No. 5, disapply statutory pre-emption rights otherwise applicable to shares in the Company allotted by the Board of Directors, up to an aggregate nominal amount of GBP 148,000,000 (being the aggregate nominal amount of GBP 125,000,000 in respect of ordinary shares and GBP 23,000,000 in respect of preference shares) as described in full on pages 13 to 14 of the accompanying Proxy Statement. -------------------------------------------------------------------------------------------------------------------------- AMCOR LIMITED Agenda Number: 934987592 -------------------------------------------------------------------------------------------------------------------------- Security: 02341R302 Meeting Type: Special Meeting Date: 02-May-2019 Ticker: AMCRY ISIN: US02341R3021 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. That, pursuant to and in accordance with Mgmt For For section 411 of the Corporations Act, the Scheme of Arrangement (contained in and the terms of which are described in the Scheme Booklet of which the notice convening this meeting forms part)is agreed to (with or without modifications as approved by the Court). -------------------------------------------------------------------------------------------------------------------------- AON PLC Agenda Number: 935016471 -------------------------------------------------------------------------------------------------------------------------- Security: G0408V102 Meeting Type: Annual Meeting Date: 21-Jun-2019 Ticker: AON ISIN: GB00B5BT0K07 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Jin-Yong Cai Mgmt For For 1b. Election of Director: Jeffrey C. Campbell Mgmt For For 1c. Election of Director: Gregory C. Case Mgmt For For 1d. Election of Director: Fulvio Conti Mgmt For For 1e. Election of Director: Cheryl A. Francis Mgmt For For 1f. Election of Director: Lester B. Knight Mgmt For For 1g. Election of Director: J. Michael Losh Mgmt For For 1h. Election of Director: Richard B. Myers Mgmt For For 1i. Election of Director: Richard C. Notebaert Mgmt For For 1j. Election of Director: Gloria Santona Mgmt For For 1k. Election of Director: Carolyn Y. Woo Mgmt For For 2. Advisory vote to approve executive Mgmt For For compensation 3. Advisory vote to approve directors' Mgmt For For remuneration report 4. Receipt of Aon plc's annual report and Mgmt For For accounts, together with the reports of the directors and auditors, for the year ended December 31, 2018 5. Ratify the appointment of Ernst & Young LLP Mgmt For For as Aon plc's Independent Registered Public Accounting Firm 6. Reappoint of Ernst & Young LLP as Aon plc's Mgmt For For U.K. statutory auditor under the Companies Act of 2006 7. Authorize the Board of Directors to Mgmt For For determine remuneration of Aon plc's U.K. statutory auditor 8. Approve the Amended and Restated Aon plc Mgmt Against Against 2011 Incentive Compensation Plan 9. Approve a reduction of capital Mgmt For For 10. Approve the new Articles of Association Mgmt For For 11. Approve forms of share repurchase contracts Mgmt For For and repurchase counterparties 12. Authorize the Board of Directors to Mgmt For For exercise all powers of Aon plc to allot shares 13. Authorize the Board of Directors to allot Mgmt For For equity securities for cash without rights of preemption 14. Authorize Aon plc and its subsidiaries to Mgmt For For make political donations or expenditures -------------------------------------------------------------------------------------------------------------------------- APHRIA INC. Agenda Number: 934882463 -------------------------------------------------------------------------------------------------------------------------- Security: 03765K104 Meeting Type: Annual and Special Meeting Date: 02-Nov-2018 Ticker: APHQF ISIN: CA03765K1049 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR Schlomo Bibas Mgmt For For Cole Cacciavillani Mgmt For For John Cervini Mgmt For For Shawn Dym Mgmt For For John Herhalt Mgmt For For Tom Looney Mgmt For For Vic Neufeld Mgmt For For Renah Persofsky Mgmt For For Michael Serruya Mgmt For For 2 Appointment of PricewaterhouseCoopers as Mgmt For For Auditors of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration. 3 To approve the Omnibus Plan Resolution, the Mgmt Against Against full text of which is set forth in Exhibit A of the Management Information Circular of Aphria Inc. -------------------------------------------------------------------------------------------------------------------------- ARDAGH GROUP S.A. Agenda Number: 935008474 -------------------------------------------------------------------------------------------------------------------------- Security: L0223L101 Meeting Type: Annual Meeting Date: 23-May-2019 Ticker: ARD ISIN: LU1565283667 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Consider the reports of the Board of Mgmt For For Directors of the Company and the report of the statutory auditor (reviseur d entreprises agree) on the Company's consolidated financial statements for the financial year ended December 31, 2018 and approve the Company's consolidated financial statements for the financial year ended December 31, 2018. 2. Consider the report of the statutory Mgmt For For auditor (reviseur d entreprises agree) on the Company's annual accounts for the financial year ended December 31, 2018 and approve the Company's annual accounts for the financial year ended December 31, 2018. 3. Confirm the distribution of dividends Mgmt For For decided by the Board of Directors of the Company during the financial year ended December 31, 2018 and resolve to carry forward the remaining profit for the year ended December 31, 2018. 4. Grant discharge (quitus) to all members of Mgmt For For the Board of Directors of the Company who were in office during the financial year ended December 31, 2018 for the proper performance of their duties. 5A Re-Election of Class II Director until the Mgmt Against Against 2022 annual general meeting: Mr. Wolfgang Baertz 5B Re-Election of Class II Director until the Mgmt Against Against 2022 annual general meeting: Mr. Brendan Dowling 5C Re-Election of Class II Director until the Mgmt Against Against 2022 annual general meeting: Mr. Houghton Fry 5D Re-Election of Class II Director until the Mgmt Against Against 2022 annual general meeting: Mr. Gerald Moloney 6. Approve the aggregate amount of the Mgmt For For directors' remuneration. 7. Appoint PricewaterhouseCoopers Societe Mgmt For For cooperative as statutory auditor (reviseur d entreprises agree) of the Company for the period ending at the 2020 annual general meeting of the shareholders. -------------------------------------------------------------------------------------------------------------------------- ASCENDIS PHARMA A S Agenda Number: 934886978 -------------------------------------------------------------------------------------------------------------------------- Security: 04351P101 Meeting Type: Special Meeting Date: 02-Nov-2018 Ticker: ASND ISIN: US04351P1012 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Election of Chairman of the Meeting: Anders Mgmt For For Carstensen 2. Election of new Board Member: Lars Holtug Mgmt For For 3. Authorisation of the Chairman of the Mgmt For For Meeting -------------------------------------------------------------------------------------------------------------------------- ASCENDIS PHARMA A S Agenda Number: 935023375 -------------------------------------------------------------------------------------------------------------------------- Security: 04351P101 Meeting Type: Annual Meeting Date: 29-May-2019 Ticker: ASND ISIN: US04351P1012 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Election of Chairman of the Meeting Mgmt For For 2. Report on the Company's Activities during Mgmt For For the Past Year 3. Presentation of Audited Annual Report with Mgmt For For Auditor's Statement for Approval and Discharge of the Board of Directors and Management 4. Resolution on Application of Profits or Mgmt For For Covering of Losses as per the Adopted Annual Report 5a. Election of Board Member Class I, with a Mgmt For For term expiring at the annual general meeting to be held in 2021: James I. Healy 5b. Election of Board Member Class I, with a Mgmt For For term expiring at the annual general meeting to be held in 2021: Jan Moller Mikkelsen 5c. Election of Board Member Class I, with a Mgmt For For term expiring at the annual general meeting to be held in 2021: Lisa Morrison 5d. Election of Board Member Class I, with a Mgmt For For term expiring at the annual general meeting to be held in 2021: Michael Wolff Jensen 6. Election of State-authorized Public Auditor Mgmt For For 7A. The Board of Directors proposes to amend Mgmt For For the Articles of Association by renewing the existing authorization in article 4d(1) that authorize to the Board of Directors to increase the company's share capital at one or more times by up to nominal 9,000,000 with pre-emptive subscription rights for the company's shareholders. 7B. The Board of Directors proposes to amend Mgmt Against Against the Articles of Association by renewing and amending the existing authorization in article 4d(2) that authorize the Board of Directors to increase the company's share capital at one or more times by up to nominal 9,000,000 without pre-emptive subscription rights for the company's shareholders. 7C. The Board of Directors proposes to amend Mgmt Against Against the Articles of Association by renewing and amending the existing authorization in article 4e that authorize the Board of Directors to issue convertible bonds which gives the right to subscribe for shares in the Company by a nominal value at up to 9,000,000. -------------------------------------------------------------------------------------------------------------------------- ATLANTICA YIELD PLC Agenda Number: 935025317 -------------------------------------------------------------------------------------------------------------------------- Security: G0751N103 Meeting Type: Annual Meeting Date: 20-Jun-2019 Ticker: AY ISIN: GB00BLP5YB54 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To receive the accounts and reports of the Mgmt For For directors and the auditors for the year ended 31 December 2018 2. To approve the directors' remuneration Mgmt For For report, excluding the directors' remuneration policy, for the year ended 31 December 2018 3. To approve the directors' remuneration Mgmt For For policy 4. To elect Santiago Seage as director of the Mgmt For For Company 5. Redemption of share premium account Mgmt For For 6. To authorise the Company to purchase its Mgmt Against Against own shares -------------------------------------------------------------------------------------------------------------------------- AUDIOCODES LTD. Agenda Number: 934867992 -------------------------------------------------------------------------------------------------------------------------- Security: M15342104 Meeting Type: Annual Meeting Date: 13-Sep-2018 Ticker: AUDC ISIN: IL0010829658 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO REELECT MR. DORON NEVO AS AN OUTSIDE Mgmt Against Against DIRECTOR FOR AN ADDITIONAL TERM OF THREE YEARS 1a. PLEASE CONFIRM YOU ARE NOT A CONTROLLING Mgmt For SHAREHOLDER/HAVE A PERSONAL INTEREST. IF YOU VOTE AGAINST YOUR VOTE WILL NOT COUNT FOR THE PROPOSAL #1 2. TO REELECT MR. SHABTAI ADLERSBERG AS A Mgmt For For CLASS III DIRECTOR FOR AN ADDITIONAL TERM OF THREE YEARS 3. TO REELECT MR. STANLEY STERN AS A CLASS III Mgmt For For DIRECTOR FOR AN ADDITIONAL TERM OF THREE YEARS 4. TO RATIFY THE APPOINTMENT OF THE COMPANY'S Mgmt For For INDEPENDENT AUDITORS FOR 2018 AND TO AUTHORIZE THE BOARD OF DIRECTORS TO DETERMINE THE COMPENSATION OF THE AUDITORS -------------------------------------------------------------------------------------------------------------------------- AURORA CANNABIS INC. Agenda Number: 934893113 -------------------------------------------------------------------------------------------------------------------------- Security: 05156X108 Meeting Type: Annual and Special Meeting Date: 30-Nov-2018 Ticker: ACB ISIN: CA05156X1087 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 To fix the number of Directors at eight. Mgmt For For 2 DIRECTOR Terry Booth Mgmt Withheld Against Steve Dobler Mgmt Withheld Against Jason Dyck Mgmt Withheld Against Adam Szweras Mgmt For For Michael Singer Mgmt Withheld Against Diane Jang Mgmt For For Norma Beauchamp Mgmt For For Ronald Funk Mgmt For For 3 Appointment of KPMG LLP, Chartered Mgmt For For Professional Accountants, as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration. 4 To consider and, if deemed appropriate, to Mgmt For For pass with or without variation, a non-binding advisory resolution on executive compensation, as more particularly described in the accompanying Information Circular. 5 To approve an ordinary resolution to ratify Mgmt Against Against and approve the adoption of the Company's deferred share unit plan, as more particularly described in the accompanying Information Circular. 6 To approve an ordinary resolution to ratify Mgmt For For and approve the adoption of the Company's shareholder rights plan for the Company, as more particularly described in the accompanying Information Circular. 7 To pass a special resolution to approve the Mgmt Against Against adoption of the Company's new Business Corporations Act (British Columbia) Articles, as more particularly described in the accompanying Information Circular. -------------------------------------------------------------------------------------------------------------------------- AURYN RESOURCES INC. Agenda Number: 935016368 -------------------------------------------------------------------------------------------------------------------------- Security: 05208W108 Meeting Type: Annual and Special Meeting Date: 05-Jun-2019 Ticker: AUG ISIN: CA05208W1086 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 To set the number of Directors at 7. Mgmt For For 2 DIRECTOR Shawn Wallace Mgmt For For Ivan James Bebek Mgmt For For Gordon J. Fretwell Mgmt For For Steve Cook Mgmt For For Jeffrey R. Mason Mgmt For For Antonio Arribas Mgmt For For Michael Kosowan Mgmt For For 3 To appoint Deloitte, Chartered Professional Mgmt For For Accountants, as Auditor of the Company for the ensuing year and to authorize the directors to fix the Auditor's remuneration. 4 To pass the special resolution to alter the Mgmt For For Articles of the Company to increase quorum for shareholder meetings to a minimum representation of 25% of the issued shares of the Company. -------------------------------------------------------------------------------------------------------------------------- B2GOLD CORP. Agenda Number: 935034900 -------------------------------------------------------------------------------------------------------------------------- Security: 11777Q209 Meeting Type: Annual and Special Meeting Date: 14-Jun-2019 Ticker: BTG ISIN: CA11777Q2099 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 To set the number of Directors at eight Mgmt For For (8). 2 DIRECTOR Mr. Kevin Bullock Mgmt For For Mr. Robert Cross Mgmt For For Mr. Robert Gayton Mgmt For For Mr. Clive Johnson Mgmt For For Mr. George Johnson Mgmt For For Mr. Jerry Korpan Mgmt For For Mr. Bongani Mtshisi Mgmt For For Ms. Robin Weisman Mgmt For For 3 Appointment of PricewaterhouseCoopers LLP Mgmt For For as Auditors of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration. 4 To ratify and approve the PSU Plan Shr For For Resolution relating to the adoption of the Performance Share Unit Plan, as described in the Management Information Circular of B2Gold Corp. for the Annual General and Special Meeting of the shareholders to be held on June 14, 2019. 5 To approve a non-binding advisory Mgmt For For resolution accepting the Corporation's approach to executive compensation, as described in the Management Information Circular of B2Gold Corp. for the Annual General and Special Meeting of the shareholders to be held on June 14, 2019. -------------------------------------------------------------------------------------------------------------------------- BANK OF MONTREAL Agenda Number: 934937840 -------------------------------------------------------------------------------------------------------------------------- Security: 063671101 Meeting Type: Annual Meeting Date: 02-Apr-2019 Ticker: BMO ISIN: CA0636711016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR JANICE M. BABIAK Mgmt For For SOPHIE BROCHU Mgmt For For CRAIG BRODERICK Mgmt For For GEORGE A. COPE Mgmt For For CHRISTINE A. EDWARDS Mgmt For For MARTIN S. EICHENBAUM Mgmt For For RONALD H. FARMER Mgmt For For DAVID HARQUAIL Mgmt For For LINDA S. HUBER Mgmt For For ERIC R. LA FLECHE Mgmt For For LORRAINE MITCHELMORE Mgmt For For PHILIP S. ORSINO Mgmt For For J. ROBERT S. PRICHARD Mgmt For For DARRYL WHITE Mgmt For For DON M. WILSON III Mgmt For For 2 APPOINTMENT OF SHAREHOLDERS' AUDITORS Mgmt For For 3 ADVISORY VOTE ON THE BANK'S APPROACH TO Mgmt For For EXECUTIVE COMPENSATION 4 SHAREHOLDER PROPOSAL NO. 1 Shr Against For 5 SHAREHOLDER PROPOSAL NO. 2 Shr Against For -------------------------------------------------------------------------------------------------------------------------- BAYER AG Agenda Number: 934976599 -------------------------------------------------------------------------------------------------------------------------- Security: 072730302 Meeting Type: Annual Meeting Date: 26-Apr-2019 Ticker: BAYRY ISIN: US0727303028 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Distribution of the profit Mgmt For For 2. Ratification of the actions of the Board of Mgmt Against Against Management 3. Ratification of the actions of the Mgmt For For Supervisory Board 4. Supervisory Board election Mgmt For For 5A. Own shares: Authorization to acquire and Mgmt For For use own shares 5B. Own shares: Authorization to acquire own Mgmt For For shares using derivatives 6. Election of the Auditor (full-year, Mgmt For For half-year and Q3 2019; Q1 2020) -------------------------------------------------------------------------------------------------------------------------- BCE INC. Agenda Number: 934962134 -------------------------------------------------------------------------------------------------------------------------- Security: 05534B760 Meeting Type: Annual Meeting Date: 02-May-2019 Ticker: BCE ISIN: CA05534B7604 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR BARRY K. ALLEN Mgmt For For SOPHIE BROCHU Mgmt For For ROBERT E. BROWN Mgmt For For GEORGE A. COPE Mgmt For For DAVID F. DENISON Mgmt For For ROBERT P. DEXTER Mgmt For For IAN GREENBERG Mgmt For For KATHERINE LEE Mgmt For For MONIQUE F. LEROUX Mgmt For For GORDON M. NIXON Mgmt For For CALIN ROVINESCU Mgmt For For KAREN SHERIFF Mgmt For For ROBERT C. SIMMONDS Mgmt For For PAUL R. WEISS Mgmt For For 2 APPOINTMENT OF DELOITTE LLP AS AUDITORS. Mgmt For For 3 ADVISORY RESOLUTION ON EXECUTIVE Mgmt For For COMPENSATION AS DESCRIBED IN THE MANAGEMENT PROXY CIRCULAR. -------------------------------------------------------------------------------------------------------------------------- BRITISH AMERICAN TOBACCO P.L.C. Agenda Number: 934965281 -------------------------------------------------------------------------------------------------------------------------- Security: 110448107 Meeting Type: Annual Meeting Date: 25-Apr-2019 Ticker: BTI ISIN: US1104481072 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Receipt of the 2018 Annual Report and Mgmt For For Accounts 2. Approval of the Directors' remuneration Mgmt For For policy 3. Approval of the 2018 Directors' Mgmt For For remuneration report, other than the Directors' remuneration policy 4. Reappointment of the Auditors Mgmt For For 5. Authority for the Audit Committee to agree Mgmt For For the Auditors' remuneration 6. Re-election of Richard Burrows as a Mgmt For For Director (Nominations) 7. Re-election of Sue Farr as a Director Mgmt For For (Nominations, Remuneration) 8. Re-election of Dr Marion Helmes as a Mgmt For For Director (Nominations, Remuneration) 9. Re-election of Luc Jobin as a Director Mgmt For For (Audit, Nominations) 10. Re-election of Holly Keller Koeppel as a Mgmt For For Director (Audit, Nominations) 11. Re-election of Savio Kwan as a Director Mgmt For For (Nominations, Remuneration) 12. Re-election of Dimitri Panayotopoulos as a Mgmt For For Director (Nominations, Remuneration) 13. Re-election of Kieran Poynter as a Director Mgmt For For (Audit, Nominations) 14. Re-election of Ben Stevens as a Director Mgmt For For 15. Election of Jack Bowles as a Director who Mgmt For For has been appointed since the last Annual General Meeting 16. Renewal of the Directors' authority to Mgmt For For allot shares 17. Renewal of the Directors' authority to Mgmt For For disapply pre-emption rights 18. Authority for the Company to purchase its Mgmt For For own shares 19. Authority to make donations to political Mgmt For For organisations and to incur political expenditure 20. Notice period for General Meetings Mgmt For For -------------------------------------------------------------------------------------------------------------------------- BROADCOM INC Agenda Number: 934928598 -------------------------------------------------------------------------------------------------------------------------- Security: 11135F101 Meeting Type: Annual Meeting Date: 01-Apr-2019 Ticker: AVGO ISIN: US11135F1012 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Mr. Hock E. Tan Mgmt For For 1b. Election of Director: Dr. Henry Samueli Mgmt For For 1c. Election of Director: Mr. Eddy W. Mgmt For For Hartenstein 1d. Election of Director: Ms. Diane M. Bryant Mgmt For For 1e. Election of Director: Ms. Gayla J. Delly Mgmt For For 1f. Election of Director: Mr. Check Kian Low Mgmt For For 1g. Election of Director: Mr. Peter J. Marks Mgmt For For 1h. Election of Director: Mr. Harry L. You Mgmt For For 2. Ratification of the appointment of Mgmt For For Pricewaterhouse- Coopers LLP as Broadcom's independent registered public accounting firm for the fiscal year ending November 3, 2019. 3. To approve amendments to Broadcom's Second Mgmt For For Amended and Restated Employee Share Purchase Plan. 4. Non-binding, advisory vote to approve Mgmt For For compensation of Broadcom's named executive officers. -------------------------------------------------------------------------------------------------------------------------- BROOKFIELD ASSET MANAGEMENT INC. Agenda Number: 935032487 -------------------------------------------------------------------------------------------------------------------------- Security: 112585104 Meeting Type: Annual and Special Meeting Date: 14-Jun-2019 Ticker: BAM ISIN: CA1125851040 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR M. Elyse Allan Mgmt For For Angela F. Braly Mgmt For For M. Kempston Darkes Mgmt For For Murilo Ferreira Mgmt For For Frank J. McKenna Mgmt For For Rafael Miranda Mgmt For For Seek Ngee Huat Mgmt For For Diana L. Taylor Mgmt For For 2 The appointment of Deloitte LLP as the Mgmt For For external auditor and authorizing the directors to set its remuneration. 3 The Say on Pay Resolution set out in the Mgmt For For Corporation's Management Information Circular dated April 29, 2019 (the "Circular"). 4 The 2019 Plan Resolution set out in the Mgmt For For Circular. 5 The Shareholder Proposal One set out in the Shr Against For Circular. 6 The Shareholder Proposal Two set out in the Shr Against For Circular. -------------------------------------------------------------------------------------------------------------------------- CAMECO CORPORATION Agenda Number: 934969796 -------------------------------------------------------------------------------------------------------------------------- Security: 13321L108 Meeting Type: Annual Meeting Date: 07-May-2019 Ticker: CCJ ISIN: CA13321L1085 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management A DIRECTOR IAN BRUCE Mgmt For For DANIEL CAMUS Mgmt For For DONALD DERANGER Mgmt For For CATHERINE GIGNAC Mgmt For For TIM GITZEL Mgmt For For JIM GOWANS Mgmt For For KATHRYN JACKSON Mgmt For For DON KAYNE Mgmt For For ANNE MCLELLAN Mgmt For For B APPOINT KPMG LLP AS AUDITORS. Mgmt For For C BE IT RESOLVED THAT, ON AN ADVISORY BASIS Mgmt For For AND NOT TO DIMINISH THE ROLE AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS FOR EXECUTIVE COMPENSATION, THE SHAREHOLDERS ACCEPT THE APPROACH TO EXECUTIVE COMPENSATION DISCLOSED IN CAMECO'S MANAGEMENT PROXY CIRCULAR DELIVERED IN ADVANCE OF THE 2019 ANNUAL MEETING OF SHAREHOLDERS. D YOU DECLARE THAT THE SHARES REPRESENTED BY Mgmt Abstain Against THIS VOTING INSTRUCTION FORM ARE HELD, BENEFICIALLY OWNED OR CONTROLLED, EITHER DIRECTLY OR INDIRECTLY, BY A RESIDENT OF CANADA AS DEFINED BELOW. IF THE SHARES ARE HELD IN THE NAMES OF TWO OR MORE PEOPLE, YOU DECLARE THAT ALL OF THESE PEOPLE ARE RESIDENTS OF CANADA. NOTE: "FOR" = YES, "ABSTAIN" = NO "AGAINST" WILL BE TREATED AS NOT MARKED -------------------------------------------------------------------------------------------------------------------------- CANADIAN PACIFIC RAILWAY LIMITED Agenda Number: 934964835 -------------------------------------------------------------------------------------------------------------------------- Security: 13645T100 Meeting Type: Annual Meeting Date: 07-May-2019 Ticker: CP ISIN: CA13645T1003 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 Appointment of Auditor as named in the Mgmt For For Proxy Circular 2 Advisory vote to approve Compensation of Mgmt For For the Corporation's named Executive Officers as described in the Proxy Circular 3 DIRECTOR The Hon. John Baird Mgmt For For Isabelle Courville Mgmt For For Keith E. Creel Mgmt For For Gillian H. Denham Mgmt For For Rebecca MacDonald Mgmt For For Edward L. Monser Mgmt For For Matthew H. Paull Mgmt For For Jane L. Peverett Mgmt For For Gordon T. Trafton Mgmt For For -------------------------------------------------------------------------------------------------------------------------- CELLCOM ISRAEL LTD Agenda Number: 934912672 -------------------------------------------------------------------------------------------------------------------------- Security: M2196U109 Meeting Type: Annual Meeting Date: 31-Dec-2018 Ticker: CEL ISIN: IL0011015349 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Re-election of Ami Erel. Mgmt For For 2. Re-election of Sholem Lapidot. Mgmt For For 3. Re-election of Shlomo Waxe. Mgmt For For 4. Re-election of Ephraim Kunda. Mgmt For For 5. Re-election of Ronit Baytel. Mgmt For For 5a. The undersigned confirms it is not a Mgmt For "controlling shareholder" of the Company under the Companies Law and does not have a personal benefit or other interest in the approval of the election of Ronit Baytel resulting from the undersigned's ...(due to space limits, see proxy material for full proposal). If you do not vote "For" on this item, your vote will not be counted for Proposal 5. Mark for = I certify that I am not a Controlling Owner for this proposal. Against = I certify that I am a Controlling Owner for this proposal. 6. Re-election of Joseph Barnea. Mgmt For For 6a. The undersigned confirms it is not a Mgmt For "controlling shareholder" of the Company under the Companies Law and does not have a personal benefit or other interest in the approval of the election of Joseph Barnea resulting from the undersigned's ...(due to space limits, see proxy material for full proposal). If you do not vote "For" on this item, your vote will not be counted for Proposal 6. Mark for = I certify that I am not a Controlling Owner for this proposal. Against = I certify that I am a Controlling Owner for this proposal. 7. Appointment of Somekh Chaikin, a member of Mgmt For For KPMG International, and Keselman & Keselman, a member of PricewaterhouseCoopers International Limited, as the Company's joint independent auditors. 8. The undersigned hereby confirms that the Mgmt For holding of Ordinary Shares of the Company, directly or indirectly, by the undersigned does not contravene any of the holding or transfer restrictions set forth in the Company's telecommunications ...(due to space limits, see proxy material for full proposal). If you do not vote "For" on this item, your vote will not be counted for the entire agenda For = I certify that I have no Conflict of interest for this proposal. Against = I certify that I do have a conflict of interest for this proposal. -------------------------------------------------------------------------------------------------------------------------- CELLCOM ISRAEL LTD Agenda Number: 934934781 -------------------------------------------------------------------------------------------------------------------------- Security: M2196U109 Meeting Type: Annual Meeting Date: 28-Mar-2019 Ticker: CEL ISIN: IL0011015349 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Re-election of Ami Erel. Mgmt For For 2. Re-election of Sholem Lapidot. Mgmt For For 3. Re-election of Ephraim Kunda. Mgmt For For 4. Election of Gustavo Traiber. Mgmt For For 5. Election of Varda Liberman. Mgmt For For 5A. The undersigned confirms it is not a Mgmt For "controlling shareholder" of the Company under the Companies Law and does not have a personal benefit or other interest in the approval of the election of Varda Liberman resulting from the undersigned's connection with a controlling shareholder, as described in the Proxy Statement. Please confirm you are a controlling shareholder/have a personal interest. If you do not vote For = YES your vote will not count for the proposal 5. 6. Re-election of Shmuel Hauzer. Mgmt For For 6A. The undersigned confirms it is not a Mgmt For "controlling shareholder" of the Company under the Companies Law and does not have a personal benefit or other interest in the approval of the election of Shmuel Hauzer resulting from the undersigned's connection with a controlling shareholder, as described in the Proxy Statement. Please confirm you are a controlling shareholder/have a personal interest. If you do not vote For = YES your vote will not count for the proposal 6. 7. Appointment of Keselman & Keselman, a Mgmt For For member of PricewaterhouseCoopers International Limited, as the Company's independent auditors. 8. The undersigned hereby confirms that Mgmt Against holding of Ordinary Shares of the Company, directly or indirectly, by undersigned does not contravene any of the holding or transfer restrictions set forth in the Company's telecommunications licenses. If only a portion of your holdings so contravenes, you may be entitled to vote the portion that does not contravene. See page 3 of the Proxy Statement for more information. Please confirm you are a controlling shareholder/have a personal interest. If you do not vote For = YES your vote will not count for the entire card. -------------------------------------------------------------------------------------------------------------------------- CHECK-CAP LTD Agenda Number: 934866899 -------------------------------------------------------------------------------------------------------------------------- Security: M2361E203 Meeting Type: Annual Meeting Date: 20-Sep-2018 Ticker: CHEK ISIN: IL0011336851 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Re-election of Board of Director: Steven Mgmt For For Hanley 1b. Re-election of Board of Director: Clara Mgmt For For Ezed 1c. Re-election of Board of Director: Dr. Mary Mgmt For For Jo Gorman 1d. Re-election of Board of Director: XiangQian Mgmt For For (XQ) Lin 1e. Re-election of Board of Director: Yuval Mgmt For For Yanai 2. To approve the remuneration to be paid to Mgmt For For each of the director nominees, subject to their election at the Meeting. 3. To approve a one-time award of equity-based Mgmt For For compensation, consisting of restricted stock units and options, to each of the director nominees, subject to their election at the Meeting. 4. To approve amended compensation terms for, Mgmt Against Against and a one-time award of equity-based compensation, consisting of restricted stock units and options to, Mr. Alex Ovadia, the Chief Executive Officer of the Company. 4a. Do you have a "personal interest" (as Mgmt Against defined in the Proxy Statement) with respect to the subject matter of Proposal 4? Please confirm you are a controlling shareholder/have a personal interest If you do not vote FOR=YES or AGAINST=NO your vote will not count for Proposal 4. Mark "for" = yes or "against" = no. 5. To ratify and approve the reappointment of Mgmt For For Brightman Almagor Zohar & Co., a member of Deloitte Touche Tohmatsu, as the independent auditor of the Company for the year ending December 31, 2018 and for such additional period until the next annual general meeting of the Company. -------------------------------------------------------------------------------------------------------------------------- CHECK-CAP LTD Agenda Number: 934903104 -------------------------------------------------------------------------------------------------------------------------- Security: M2361E203 Meeting Type: Special Meeting Date: 20-Dec-2018 Ticker: CHEK ISIN: IL0011336851 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To approve amended compensation terms for Mgmt Against Against Mr. Alex Ovadia, the Chief Executive Officer of the Company. 1a. Please confirm you are a controlling Mgmt Against shareholder/have a personal interest If you do not vote or AGAINST=NO or FOR=YES your vote will not count for Proposal 1. 2. To approve a one-time award of equity-based Mgmt For For compensation, consisting of restricted stock units and options, to Mr. Alex Ovadia, the Chief Executive Officer of the Company. 2a. Please confirm you are a controlling Mgmt Against shareholder/have a personal interest If you do not vote or AGAINST=NO or FOR=YES your vote will not count for Proposal 2. -------------------------------------------------------------------------------------------------------------------------- CHUBB LIMITED Agenda Number: 934976703 -------------------------------------------------------------------------------------------------------------------------- Security: H1467J104 Meeting Type: Annual Meeting Date: 16-May-2019 Ticker: CB ISIN: CH0044328745 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Approval of the management report, Mgmt For For standalone financial statements and consolidated financial statements of Chubb Limited for the year ended December 31, 2018 2a. Allocation of disposable profit Mgmt For For 2b. Distribution of a dividend out of legal Mgmt For For reserves (by way of release and allocation to a dividend reserve) 3. Discharge of the Board of Directors Mgmt For For 4a. Election of Auditor: Election of Mgmt For For PricewaterhouseCoopers AG (Zurich) as our statutory auditor 4b. Election of Auditor: Ratification of Mgmt For For appointment of PricewaterhouseCoopers LLP (United States) as independent registered public accounting firm for purposes of U.S. securities law reporting 4c. Election of Auditor: Election of BDO AG Mgmt For For (Zurich) as special audit firm 5a. Election of Director: Evan G. Greenberg Mgmt For For 5b. Election of Director: Robert M. Hernandez Mgmt For For 5c. Election of Director: Michael G. Atieh Mgmt For For 5d. Election of Director: Sheila P. Burke Mgmt For For 5e. Election of Director: James I. Cash Mgmt For For 5f. Election of Director: Mary Cirillo Mgmt For For 5g. Election of Director: Michael P. Connors Mgmt For For 5h. Election of Director: John A. Edwardson Mgmt For For 5i. Election of Director: Kimberly A. Ross Mgmt For For 5j. Election of Director: Robert W. Scully Mgmt For For 5k. Election of Director: Eugene B. Shanks, Jr. Mgmt For For 5l. Election of Director: Theodore E. Shasta Mgmt For For 5m. Election of Director: David H. Sidwell Mgmt For For 5n. Election of Director: Olivier Steimer Mgmt For For 6. Election of Evan G. Greenberg as Chairman Mgmt Against Against of the Board of Directors 7a. Election of the Compensation Committee of Mgmt For For the Board of Directors: Michael P. Connors 7b. Election of the Compensation Committee of Mgmt For For the Board of Directors: Mary Cirillo 7c. Election of the Compensation Committee of Mgmt For For the Board of Directors: John A. Edwardson 7d. Election of the Compensation Committee of Mgmt For For the Board of Directors: Robert M. Hernandez 8. Election of Homburger AG as independent Mgmt For For proxy 9a. Approval of the Compensation of the Board Mgmt For For of Directors until the next annual general meeting 9b. Approval of the Compensation of Executive Mgmt For For Management for the next calendar year 10. Advisory vote to approve executive Mgmt For For compensation under U.S. securities law requirements A. If a new agenda item or a new proposal for Mgmt Against Against an existing agenda item is put before the meeting, I/we hereby authorize and instruct the independent proxy to vote as follows. -------------------------------------------------------------------------------------------------------------------------- CNOOC LIMITED Agenda Number: 935013350 -------------------------------------------------------------------------------------------------------------------------- Security: 126132109 Meeting Type: Annual Meeting Date: 23-May-2019 Ticker: CEO ISIN: US1261321095 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management A1. To receive and consider the audited Mgmt For For financial statements together with the Report of the Directors and Independent Auditors' Report thereon for the year ended 31 December 2018. A2. To declare a final dividend for the year Mgmt For For ended 31 December 2018. A3. To re-elect Mr. Wang Dongjin as a Mgmt For For Non-executive Director of the Company. A4. To re-elect Mr. Xu Keqiang as an Executive Mgmt For For Director of the Company. A5. To re-elect Mr. Chiu Sung Hong, who has Mgmt For For already served the Company for more than nine years, as an Independent Non-executive Director of the Company. A6. To re-elect Mr. Qiu Zhi Zhong as an Mgmt For For Independent Non-executive Director of the company. A7. To authorise the Board of Directors to fix Mgmt For For the remuneration of each of the Directors. A8. To re-appoint Deloitte Touche Tohmatsu as Mgmt For For the independent auditors of the Company and its subsidiaries, and to authorize the Board of Directors to fix their remuneration. B1. To grant a general mandate to the Directors Mgmt For For to buy back shares in the capital of the Company not exceeding 10% of the total number of issued shares of the Company as at the date of passing of this resolution. B2. To grant a general mandate to the Directors Mgmt Against Against to issue, allot and deal with additional shares in the capital of the Company and to make or grant offers, agreements, options and similar rights to subscribe for or convert any security into shares in the Company which would or might require the exercise of such power, which shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution. B3. To extend the general mandate granted to Mgmt Against Against the Directors to issue, allot and deal with additional shares of the Company and to make or grant offers, agreements, options and similar rights to subscribe for or convert any security into shares in the Company by the aggregate number of shares bought back, which shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution. -------------------------------------------------------------------------------------------------------------------------- COCA-COLA EUROPEAN PARTNERS Agenda Number: 934997226 -------------------------------------------------------------------------------------------------------------------------- Security: G25839104 Meeting Type: Annual Meeting Date: 29-May-2019 Ticker: CCEP ISIN: GB00BDCPN049 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Receipt of the Report and Accounts Mgmt For For 2. Approval of the Directors' Remuneration Mgmt For For Report 3. Election of Nathalie Gaveau as a director Mgmt For For of the Company 4. Election of Dagmar Kollmann as a director Mgmt For For of the Company 5. Election of Mark Price as a director of the Mgmt For For Company 6. Re-election of Jose Ignacio Comenge Mgmt For For Sanchez-Real as a director of the Company 7. Re-election of Francisco Crespo Benitez as Mgmt For For a director of the Company 8. Re-election of Irial Finan as a director of Mgmt Against Against the Company 9. Re-election of Damian Gammell as a director Mgmt For For of the Company 10. Re-election of Alvaro Gomez-Trenor Aguilar Mgmt For For as a director of the Company 11. Re-election of Alfonso Libano Daurella as a Mgmt For For director of the Company 12. Re-election of Mario Rotllant Sola as a Mgmt Against Against director of the Company 13. Reappointment of the Auditor Mgmt For For 14. Remuneration of the Auditor Mgmt For For 15. Political Donations Mgmt For For 16. Authority to allot new shares Mgmt For For 17. Waiver of mandatory offer provisions set Mgmt Against out in Rule 9 of the Takeover Code 18. Authority to disapply pre-emption rights Mgmt For For 19. Authority to purchase own shares on market Mgmt For For 20. Authority to purchase own shares off market Mgmt For For 21. Notice period for general meetings other Mgmt For For than annual general meetings 22. Amendment of the Articles of Association Mgmt Against Against -------------------------------------------------------------------------------------------------------------------------- CONSTELLIUM N.V. Agenda Number: 935050120 -------------------------------------------------------------------------------------------------------------------------- Security: N22035104 Meeting Type: Annual Meeting Date: 27-Jun-2019 Ticker: CSTM ISIN: NL0010489522 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 Conversion of the Company into a European Mgmt For For Company (Societas Europaea - SE) (Agenda Item 2) 2 Amendments to the Company's Articles of Mgmt For For Association (Agenda Item 3) 3 Remuneration of the Non-Executive Board Mgmt For For Members (Agenda Item 6 (ii)) 4 Adoption of the Annual Accounts 2018 Mgmt For For (Agenda Item 7) 5 Release from liability of Executive Board Mgmt For For Member of the Company (Agenda Item 9) 6 Release from liability of Non-Executive Mgmt For For Board Members of the Company (Agenda Item 10) 7 Authorization to the Board to allow the Mgmt For For Company to repurchase its own shares (Agenda Item 11) 8 Authorization to the Board to issue shares Mgmt Against Against and/or grant rights to subscribe for shares (Agenda Item 12) 9 Authorization to the Board to limit or Mgmt Against Against exclude pre-emptive rights upon the issue of shares and/or the granting of rights to subscribe for shares (Agenda Item 13) 10a Re-appointment of Non-Executive Board Mgmt For For Member: Mr. Michiel Brandjes (Agenda Item 14 (I)) 10b Re-appointment of Non-Executive Board Mgmt For For Member: Ms. Martha Brooks (Agenda Item 14 (II)) 10c Re-appointment of Non-Executive Board Mgmt For For Member: Mr. Richard B. Evans (Agenda Item 14 (III)) 10d Re-appointment of Non-Executive Board Mgmt For For Member: Ms. Stephanie Frachet (Agenda Item 14 (IV)) 10e Re-appointment of Non-Executive Board Mgmt For For Member: Mr. Philippe C.A. Guillemot (Agenda Item 14 (V)) 10f Re-appointment of Non-Executive Board Mgmt For For Member: Mr. Peter Hartman (Agenda Item 14 (VI)) 10g Re-appointment of Non-Executive Board Mgmt For For Member: Mr. Guy Maugis (Agenda Item 14 (VII)) 10h Re-appointment of Non-Executive Board Mgmt For For Member: Mr. John Ormerod (Agenda Item 14 (VIII)) 10i Re-appointment of Non-Executive Board Mgmt For For Member: Mr. Werner Paschke (Agenda Item 14 (IX)) 10j Re-appointment of Non-Executive Board Mgmt For For Member: Ms. Lori Walker (Agenda Item 14 (X)) 11 Appointment of PricewaterhouseCoopers Mgmt For For Accountants N.V. as Dutch independent auditor of the Company for 2019 (Agenda Item 15) -------------------------------------------------------------------------------------------------------------------------- CRISPR THERAPEUTICS AG Agenda Number: 935017310 -------------------------------------------------------------------------------------------------------------------------- Security: H17182108 Meeting Type: Annual Meeting Date: 11-Jun-2019 Ticker: CRSP ISIN: CH0334081137 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The approval of the annual report, the Mgmt For For consolidated financial statements and the statutory financial statements of the Company for the year ended December 31, 2018. 2. The approval of the appropriation of Mgmt For For financial results. 3. The discharge of the members of the Board Mgmt For For of Directors and Executive Committee. 4a. Re-election of the member to the Board of Mgmt For For Director: Rodger Novak, M.D. (as member and Chairman) 4b. Re-election of the member to the Board of Mgmt For For Director: Samarth Kulkarni, Ph.D. 4c. Re-election of the member to the Board of Mgmt Against Against Director: Ali Behbahani, M.D. 4d. Re-election of the member to the Board of Mgmt Against Against Director: Bradley Bolzon, Ph.D. 4e. Re-election of the member to the Board of Mgmt Against Against Director: Pablo Cagnoni, M.D. 4f. Re-election of the member to the Board of Mgmt For For Director: Simeon J. George, M.D. 4g. Election of the member to the Board of Mgmt For For Director: John T. Greene 4h. Election of the member to the Board of Mgmt For For Director: Katherine A. High, M.D. 5a. Re-election of the member of the Mgmt For For Compensation Committee: Simeon J. George, M.D. 5b. Re-election of the member of the Mgmt For For Compensation Committee: Pablo Cagnoni, M.D. 5c. Election of the member of the Compensation Mgmt For For Committee: John T. Greene 6a. Binding vote on total Mgmt For For non-performance-related compensation for members of the Board of Directors from the 2019 Annual General Meeting to the 2020 Annual General Meeting of Shareholders. 6b. Binding vote on equity for members of the Mgmt Against Against Board of Directors from the 2019 Annual General Meeting to the 2020 Annual General Meeting of Shareholders. 6c. Binding vote on total Mgmt For For non-performance-related compensation for members of the Executive Committee from July 1, 2019 to June 30, 2020. 6d. Binding vote on total variable compensation Mgmt For For for members of the Executive Committee for the current year ending December 31, 2019. 6e. Binding vote on equity for members of the Mgmt For For Executive Committee from the 2019 Annual General Meeting to the 2020 Annual General Meeting of Shareholders. 7. Non-binding advisory vote to approve the Mgmt For For compensation paid to the Company's named executive officers under U.S. securities law requirements. 8. Non-binding advisory vote on the frequency Mgmt 1 Year Against of future shareholder advisory votes on the compensation paid to the Company's named executive officers under U.S. securities law requirements. 9. The approval of an increase in the Mgmt Against Against Conditional Share Capital for Employee Benefit Plans. 10. The approval of an Amendment to the CRISPR Mgmt Against Against Therapeutics AG 2018 Stock Option and Incentive Plan. 11. The approval of amending and restating art. Mgmt Against Against 3a of the Articles of Association. 12. The approval of amending and restating art. Mgmt Against Against 4 of the Articles of Association. 13. The approval of amending and restating art. Mgmt Against Against 16 of the Articles of Association. 14. The approval of amending and restating art. Mgmt Against Against 17 of the Articles of Association. 15. The approval of amending and restating art. Mgmt Against Against 41 of the Articles of Association. 16. The re-election of the independent voting Mgmt For For rights representative. 17. The election of the auditors. Mgmt For For -------------------------------------------------------------------------------------------------------------------------- CRONOS GROUP INC. Agenda Number: 934921277 -------------------------------------------------------------------------------------------------------------------------- Security: 22717L101 Meeting Type: Special Meeting Date: 21-Feb-2019 Ticker: CRON ISIN: CA22717L1013 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a To elect, conditional upon and effective as Mgmt Abstain Against of the closing of the transactions contemplated by the subscription agreement (the "Subscription Agreement"), dated as of December 7, 2018, by and among the Company, Altria Summit LLC (the "Purchaser"), a wholly owned subsidiary of Altria Group, Inc. and, solely for the purposes set forth therein, Altria Group, Inc., and otherwise in the manner contemplated in the accompanying management information circular of the Company dated as of December 31, 2018 (the "Circular"): Kevin C. Crosthwaite Jr. 1b Bronwen Evans Mgmt For For 1c Murray R. Garnick Mgmt Abstain Against 1d Bruce A. Gates Mgmt Abstain Against 2 To consider and, if thought advisable, to Mgmt For For pass, with or without variation, an ordinary resolution, the full text of which is set forth in Schedule A to the accompanying Circular, approving the transactions contemplated by the Subscription Agreement, whereby, among other things, the Company will issue to the Purchaser, in a private placement transaction: (i) 146,220,892 common shares of the Company (the "Shares") (subject to adjustment in accordance with the terms of the Subscription Agreement); and (ii) one warrant (the "Warrant") of the Company (which may be exercised in full or in part at any time and from time to time) entitling the holder thereof, upon the valid exercise in full thereof, to acquire, accept and receive from the Company an aggregate of 72,207,848 Shares, as more particularly described in the accompanying Circular. -------------------------------------------------------------------------------------------------------------------------- CRONOS GROUP INC. Agenda Number: 935039532 -------------------------------------------------------------------------------------------------------------------------- Security: 22717L101 Meeting Type: Annual Meeting Date: 19-Jun-2019 Ticker: CRON ISIN: CA22717L1013 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR JASON ADLER Mgmt For For K.C. CROSTHWAITE, JR. Mgmt Withheld Against BRONWEN EVANS Mgmt For For MURRAY R. GARNICK Mgmt Withheld Against BRUCE A. GATES Mgmt Withheld Against MICHAEL GORENSTEIN Mgmt Withheld Against JAMES RUDYK Mgmt Withheld Against 2 APPOINTMENT OF AUDITORS APPOINTMENT OF KPMG Mgmt For For LLP AS AUDITORS OF THE COMPANY FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION. -------------------------------------------------------------------------------------------------------------------------- DBV TECHNOLOGIES S.A. Agenda Number: 935030027 -------------------------------------------------------------------------------------------------------------------------- Security: 23306J101 Meeting Type: Annual Meeting Date: 24-May-2019 Ticker: DBVT ISIN: US23306J1016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management O1 Please see attached copy of the Notice of Mgmt For For Meeting for details O2 Please see attached copy of the Notice of Mgmt For For Meeting for details O3 Please see attached copy of the Notice of Mgmt For For Meeting for details O4 Please see attached copy of the Notice of Mgmt Against Against Meeting for details O5 Please see attached copy of the Notice of Mgmt Against Against Meeting for details O6 Please see attached copy of the Notice of Mgmt Against Against Meeting for details O7 Please see attached copy of the Notice of Mgmt For For Meeting for details O8 Please see attached copy of the Notice of Mgmt For For Meeting for details O9 Please see attached copy of the Notice of Mgmt Against Against Meeting for details O10 Please see attached copy of the Notice of Mgmt For For Meeting for details O11 Please see attached copy of the Notice of Mgmt Against Against Meeting for details O12 Please see attached copy of the Notice of Mgmt Against Against Meeting for details O13 Please see attached copy of the Notice of Mgmt For For Meeting for details O14 Please see attached copy of the Notice of Mgmt Against Against Meeting for details O15 Please see attached copy of the Notice of Mgmt Against Against Meeting for details O16 Please see attached copy of the Notice of Mgmt For For Meeting for details E17 Please see attached copy of the Notice of Mgmt For For Meeting for details E18 Please see attached copy of the Notice of Mgmt For For Meeting for details E19 Please see attached copy of the Notice of Mgmt Against Against Meeting for details E20 Please see attached copy of the Notice of Mgmt Against Against Meeting for details E21 Please see attached copy of the Notice of Mgmt Against Against Meeting for details E22 Please see attached copy of the Notice of Mgmt Against Against Meeting for details E23 Please see attached copy of the Notice of Mgmt Against Against Meeting for details E24 Please see attached copy of the Notice of Mgmt For For Meeting for details E25 Please see attached copy of the Notice of Mgmt Against Against Meeting for details E26 Please see attached copy of the Notice of Mgmt For For Meeting for details E27 Please see attached copy of the Notice of Mgmt Against Against Meeting for details E28 Please see attached copy of the Notice of Mgmt Against Against Meeting for details E29 Please see attached copy of the Notice of Mgmt Against Against Meeting for details E30 Please see attached copy of the Notice of Mgmt For For Meeting for details -------------------------------------------------------------------------------------------------------------------------- DIAGEO PLC Agenda Number: 934867942 -------------------------------------------------------------------------------------------------------------------------- Security: 25243Q205 Meeting Type: Annual Meeting Date: 20-Sep-2018 Ticker: DEO ISIN: US25243Q2057 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Report and accounts 2018. Mgmt For For 2. Directors' remuneration report 2018. Mgmt For For 3. Declaration of final dividend. Mgmt For For 4. Election of SS Kilsby. Mgmt For For 5. Re-election of Lord Davies as a director. Mgmt For For (Audit, Nomination and Chairman of Remuneration Committee) 6. Re-election of J Ferran as a director. Mgmt For For (Chairman of Nomination Committee) 7. Re-election of Ho KwonPing as a director. Mgmt For For (Audit, Nomination and Remuneration) 8. Re-election of NS Mendelsohn as a director. Mgmt For For (Audit, Nomination and Remuneration) 9. Re-election of IM Menezes as a director. Mgmt For For (Chairman of Executive Committee) 10. Re-election of KA Mikells as a director. Mgmt For For (Executive) 11. Re-election of AJH Stewart as a director. Mgmt For For (Nomination, Remuneration and Chairman of Audit Committee) 12. Re-appointment of auditor. Mgmt For For 13. Remuneration of auditor. Mgmt For For 14. Authority to make political donations Mgmt For For and/or to incur political expenditure in the EU. 15. Authority to allot shares. Mgmt For For 16. Disapplication of pre-emption rights. Mgmt For For 17. Authority to purchase own shares. Mgmt For For 18. Adoption of new articles of association. Mgmt For For 19. Notice of a general meeting. Mgmt For For -------------------------------------------------------------------------------------------------------------------------- E.ON SE Agenda Number: 935006090 -------------------------------------------------------------------------------------------------------------------------- Security: 268780103 Meeting Type: Annual Meeting Date: 14-May-2019 Ticker: EONGY ISIN: US2687801033 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 2. Appropriation of balance sheet profit for Mgmt For financial year 2018 3. Discharge of the Board of Management for Mgmt For financial year 2018 4. Discharge of the Supervisory Board for Mgmt For financial year 2018 5a. Appointment of PricewaterhouseCoopers GmbH Mgmt For Wirtschaftsprufungsgesellschaft, Dusseldorf as auditor and group auditor for financial year 2019 5b. Appointment of PricewaterhouseCoopers GmbH Mgmt For Wirtschaftsprufungsgesellschaft, Dusseldorf as auditor for a review of short-version financial statements and interim management reports for financial year 2019 5c. Appointment of PricewaterhouseCoopers GmbH Mgmt For Wirtschaftsprufungsgesellschaft, Dusseldorf as auditor for a review of the short-version financial statements and the interim management report for the first quarter of financial year 2020 6. Amendment to the Articles of Association, Mgmt For size of the Supervisory Board 7a. Approval of the control and profit and loss Mgmt For transfer agreement concluded on March 18, 2019 between E.ON SE as the controlling company and E.ON 11. Verwaltungs GmbH as the dependent entity, with its registered office in Essen, Local Court of Essen, HRB 29626 7b. Approval of the control and profit and loss Mgmt For transfer agreement concluded on March 18, 2019 between E.ON SE as the controlling company and E.ON 12. Verwaltungs GmbH as the dependent entity, with its registered office in Essen, Local Court of Essen, HRB 29627 -------------------------------------------------------------------------------------------------------------------------- EATON CORPORATION PLC Agenda Number: 934942079 -------------------------------------------------------------------------------------------------------------------------- Security: G29183103 Meeting Type: Annual Meeting Date: 24-Apr-2019 Ticker: ETN ISIN: IE00B8KQN827 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Craig Arnold Mgmt For For 1b. Election of Director: Todd M. Bluedorn Mgmt For For 1c. Election of Director: Christopher M. Connor Mgmt For For 1d. Election of Director: Michael J. Critelli Mgmt For For 1e. Election of Director: Richard H. Fearon Mgmt For For 1f. Election of Director: Arthur E. Johnson Mgmt For For 1g. Election of Director: Olivier Leonetti Mgmt For For 1h. Election of Director: Deborah L. McCoy Mgmt For For 1i. Election of Director: Gregory R. Page Mgmt For For 1j. Election of Director: Sandra Pianalto Mgmt For For 1k. Election of Director: Gerald B. Smith Mgmt For For 1l. Election of Director: Dorothy C. Thompson Mgmt For For 2. Approving the appointment of Ernst & Young Mgmt For For as independent auditor for 2019 and authorizing the Audit Committee of the Board of Directors to set its remuneration. 3. Advisory approval of the Company's Mgmt For For executive compensation. 4. Approving a proposal to grant the Board Mgmt For For authority to issue shares. 5. Approving a proposal to grant the Board Mgmt For For authority to opt out of pre-emption rights. 6. Authorizing the Company and any subsidiary Mgmt For For of the Company to make overseas market purchases of Company shares. -------------------------------------------------------------------------------------------------------------------------- EDP-ENERGIAS DE PORTUGAL, S.A. Agenda Number: 934982035 -------------------------------------------------------------------------------------------------------------------------- Security: 268353109 Meeting Type: Annual Meeting Date: 24-Apr-2019 Ticker: EDPFY ISIN: US2683531097 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Resolve on the approval of the individual Mgmt For and consolidated accounts' reporting documents for 2018, including the global management report (which incorporates a chapter regarding corporate governance), the individual and consolidated accounts, the sustainability report (containing the non-financial consolidated statement), the annual report and the opinion of the General and Supervisory Board (that integrates the annual report of the Financial Matters ...(due to space limits, see proxy material for full proposal). 2. Resolve on the allocation of profits in Mgmt For relation to the 2018 financial year. 3.1 Resolve on the general appraisal of the Mgmt For management and supervision of the company, under article 455 of the Portuguese Companies Code: General appraisal of the Executive Board of Directors 3.2 Resolve on the general appraisal of the Mgmt For management and supervision of the company, under article 455 of the Portuguese Companies Code: General appraisal of the General and Supervisory Board 3.3 Resolve on the general appraisal of the Mgmt For management and supervision of the company, under article 455 of the Portuguese Companies Code: General appraisal of the Statutory Auditor 4. Resolve on the granting of authorization to Mgmt For the Executive Board of Directors for the acquisition and sale of own shares by EDP and subsidiaries of EDP. 5. Resolve on the granting of authorization to Mgmt For the Executive Board of Directors for the acquisition and sale of own bonds by EDP. 6. Resolve on the remuneration policy of the Mgmt For members of the Executive Board of Directors presented by the Remunerations Committee of the General and Supervisory Board. 7. Resolve on the remuneration policy of the Mgmt For members of the other corporate bodies presented by the Remunerations Committee elected by the General Shareholders' Meeting. 8. Resolve on the appointment of the Chairman Mgmt For of the Board of EDP's General Shareholders' Meeting who, by virtue of EDP By-Laws, is inherently a Member of the General and Supervisory Board, for the remaining period of the current term-of-office (triennium 2018- 2020). 9. Amendment of the Company's By-Laws by Mgmt Against eliminating (i) the expression "and to paragraphs 3 to 5 of Article 14" in paragraph 5 of article 11, (ii) paragraphs 3, 4, 5 and 14 of article 14, and consequently renumbering the current paragraphs 6 to 15 into paragraphs 3 to 11 of article 14, and (iii) the expression "and paragraphs 3 and 4 of Article 14" in paragraph 2 to article 15, all from the Company's By-Laws, and replacing the expression "as well as amendments to this paragraph insofar ...(due to space limits, see proxy material for full proposal). -------------------------------------------------------------------------------------------------------------------------- ELDORADO GOLD CORPORATION Agenda Number: 934962362 -------------------------------------------------------------------------------------------------------------------------- Security: 284902509 Meeting Type: Annual Meeting Date: 02-May-2019 Ticker: EGO ISIN: CA2849025093 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR George Albino Mgmt For For George Burns Mgmt For For Teresa Conway Mgmt For For Pamela Gibson Mgmt For For Geoffrey Handley Mgmt For For Michael Price Mgmt For For Steven Reid Mgmt For For John Webster Mgmt For For 2 Appointment of KPMG LLP as Auditors of the Mgmt For For Company for the ensuing year. 3 Authorize the Directors to fix the Mgmt For For Auditor's pay. 4 Approve an ordinary resolution as set out Mgmt For For in the management proxy circular supporting the Company's approach to executive compensation on an advisory basis. -------------------------------------------------------------------------------------------------------------------------- ENCANA CORPORATION Agenda Number: 934920186 -------------------------------------------------------------------------------------------------------------------------- Security: 292505104 Meeting Type: Special Meeting Date: 12-Feb-2019 Ticker: ECA ISIN: CA2925051047 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 The resolution to approve the issuance of Mgmt For For the Corporation's common shares, no par value, to stockholders of Newfield Exploration Company, a Delaware corporation ("Newfield"), in connection with the Agreement and Plan of Merger, dated as of October 31, 2018, by and among the Corporation, Neapolitan Merger Corp., a Delaware corporation and an indirect wholly-owned subsidiary of the Corporation, and Newfield (the "share issuance proposal"); 2 The adjournment of the Meeting, if Mgmt For For necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the share issuance proposal. -------------------------------------------------------------------------------------------------------------------------- ENCANA CORPORATION Agenda Number: 934957652 -------------------------------------------------------------------------------------------------------------------------- Security: 292505104 Meeting Type: Annual Meeting Date: 30-Apr-2019 Ticker: ECA ISIN: CA2925051047 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR Peter A. Dea Mgmt For For Fred J. Fowler Mgmt For For Howard J. Mayson Mgmt For For Lee A. McIntire Mgmt For For Margaret A. McKenzie Mgmt For For Steven W. Nance Mgmt For For Suzanne P. Nimocks Mgmt For For Thomas G. Ricks Mgmt For For Brian G. Shaw Mgmt For For Douglas J. Suttles Mgmt For For Bruce G. Waterman Mgmt For For Clayton H. Woitas Mgmt For For 2 APPOINT PRICEWATERHOUSECOOPERS LLP as Mgmt For For Independent Auditors at a remuneration to be fixed by the Board of Directors 3 AMEND AND RECONFIRM THE CORPORATION'S Mgmt For For SHAREHOLDER RIGHTS PLAN 4 APPROVE A NEW OMNIBUS INCENTIVE PLAN Mgmt For For 5 ADVISORY VOTE TO APPROVE COMPENSATION OF Mgmt Against Against NAMED EXECUTIVE OFFICERS -------------------------------------------------------------------------------------------------------------------------- ENI S.P.A Agenda Number: 934992428 -------------------------------------------------------------------------------------------------------------------------- Security: 26874R108 Meeting Type: Annual Meeting Date: 14-May-2019 Ticker: E ISIN: US26874R1086 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Eni S.p.A. financial statements at December Mgmt For For 31, 2018. Related resolutions. Eni consolidated financial statements at December 31, 2018. Reports of the Directors, of the Board of Statutory Auditors and of the Audit Firm. 2. Allocation of net profit. Mgmt For For 3. Authorisation of buy-back programme of Eni Mgmt For For shares; related and consequent resolutions. 4. Remuneration report (Section I): policy on Mgmt For For remuneration. -------------------------------------------------------------------------------------------------------------------------- EROS INTERNATIONAL PLC Agenda Number: 934894608 -------------------------------------------------------------------------------------------------------------------------- Security: G3788M114 Meeting Type: Annual Meeting Date: 20-Dec-2018 Ticker: EROS ISIN: IM00B86NL059 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Proposal to receive and adopt the Company's Mgmt For For annual report and accounts on Form 20-F for the year ended March 31, 2018. 2. Proposal to reappoint Mr. Sunil Lulla as a Mgmt Against Against director. 3. Proposal to reappoint Ms. Jyoti Deshpande Mgmt Against Against as a director. 4. Proposal to re-appoint Grant Thornton India Mgmt For For LLP as auditors. 5. Proposal to adopt amended Articles of Mgmt Against Against Association. -------------------------------------------------------------------------------------------------------------------------- FERROGLOBE PLC Agenda Number: 934858854 -------------------------------------------------------------------------------------------------------------------------- Security: G33856108 Meeting Type: Special Meeting Date: 03-Aug-2018 Ticker: GSM ISIN: GB00BYW6GV68 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. That the terms of the buyback contract(s) Mgmt For For made available to shareholders for review be approved and the Company be authorised to make off-market purchases of its ordinary shares under those contracts, subject to the provisos set out in the notice of meeting -------------------------------------------------------------------------------------------------------------------------- FLEX LTD. Agenda Number: 934854438 -------------------------------------------------------------------------------------------------------------------------- Security: Y2573F102 Meeting Type: Annual Meeting Date: 16-Aug-2018 Ticker: FLEX ISIN: SG9999000020 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Re-election of Mr. Lay Koon Tan as a Mgmt For For director of Flex. 2. Re-election of Ms. Jennifer Li as a Mgmt For For director of Flex. 3. To approve the re-appointment of Deloitte & Mgmt For For Touche LLP as Flex's independent auditors for the 2019 fiscal year and to authorize the Board of Directors to fix its remuneration. 4. To approve a general authorization for the Mgmt For For directors of Flex to allot and issue ordinary shares. 5. NON-BINDING, ADVISORY RESOLUTION. To Mgmt For For approve the compensation of Flex's named executive officers, as disclosed pursuant to item 402 of Regulation S-K, set forth in "Compensation Discussion and Analysis" and in the compensation tables and the accompanying narrative disclosure under "Executive Compensation" in Flex's proxy statement relating to its 2018 annual general meeting. 6. To approve the renewal of the Share Mgmt For For Purchase Mandate relating to acquisitions by Flex of its own issued ordinary shares. -------------------------------------------------------------------------------------------------------------------------- FORTIS INC. Agenda Number: 934964633 -------------------------------------------------------------------------------------------------------------------------- Security: 349553107 Meeting Type: Annual Meeting Date: 02-May-2019 Ticker: FTS ISIN: CA3495531079 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR Tracey C. Ball Mgmt For For Pierre J. Blouin Mgmt For For Paul J. Bonavia Mgmt For For Lawrence T. Borgard Mgmt For For Maura J. Clark Mgmt For For Margarita K. Dilley Mgmt For For Julie A. Dobson Mgmt For For Ida J. Goodreau Mgmt For For Douglas J. Haughey Mgmt For For Barry V. Perry Mgmt For For Joseph L. Welch Mgmt For For Jo Mark Zurel Mgmt For For 2 Appointment of auditors and authorization Mgmt For For of directors to fix the auditors' remuneration as described in the Management Information Circular 3 Approval of the Advisory and Non-Binding Mgmt For For Resolution on the Approach to Executive Compensation as described in the Management Information Circular. -------------------------------------------------------------------------------------------------------------------------- FRESENIUS MEDICAL CARE AG & CO. KGAA Agenda Number: 935008791 -------------------------------------------------------------------------------------------------------------------------- Security: 358029106 Meeting Type: Annual Meeting Date: 16-May-2019 Ticker: FMS ISIN: US3580291066 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Resolution on the approval of the annual Mgmt For For financial statements of Fresenius Medical Care AG & Co. KGaA for fiscal year 2018 2. Resolution on the allocation of Mgmt Against Against distributable profit 3. Resolution on the approval of the actions Mgmt Against Against of the General Partner for fiscal year 2018 4. Resolution on the approval of the actions Mgmt Against Against of the Supervisory Board for fiscal year 2018 5a. Election of the auditors: Election of KPMG Mgmt For For AG Wirtschaftsprufungsgesellschaft, Berlin, as auditor and consolidated group auditor for fiscal year 2019 and as auditor for the potential review of the first half year financial report and other interim financial information for fiscal year 2019 5b. Election of the auditors: Election of Mgmt For For PricewaterhouseCoopers GmbH Wirtschaftsprufungsgesellschaft, Frankfurt am Main, as auditor for the potential review of interim financial information for fiscal year 2020 that is prepared prior to the Annual General Meeting 2020 6a. Elections to the Supervisory Board: Prof. Mgmt For For Dr. Gregor Zund 6b. Elections to the Supervisory Board: Dr. Mgmt For For Dorothea Wenzel -------------------------------------------------------------------------------------------------------------------------- GALAPAGOS N V Agenda Number: 935004654 -------------------------------------------------------------------------------------------------------------------------- Security: 36315X101 Meeting Type: Annual Meeting Date: 30-Apr-2019 Ticker: GLPG ISIN: US36315X1019 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management O2 Acknowledgement and approval of the Mgmt For For non-consolidated annual accounts of the Company for the financial year ended on 31 December 2018 and approval of the allocation of the annual result as proposed by the board of directors. O5 Acknowledgement and approval of the Mgmt Against Against remuneration report. O6 Release from liability to be granted to the Mgmt For For directors and the statutory auditor for the performance of their duties in the course of the financial year ended 31 December 2018. O7 Revision of the remuneration of the Mgmt For For statutory auditor. O8 Appointment of Mr. Peter Guenter as Mgmt For For director of the Company. O9 Remuneration of directors. Mgmt For For O10 Offer of warrants. Mgmt Against Against S11 Application of article 556 of the Belgian Mgmt For For Companies Code. -------------------------------------------------------------------------------------------------------------------------- GAZIT-GLOBE LTD. Agenda Number: 934912103 -------------------------------------------------------------------------------------------------------------------------- Security: M4793C102 Meeting Type: Special Meeting Date: 27-Dec-2018 Ticker: GZT ISIN: IL0001260111 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 2. Re-appointment of Kost Forer Gabbay & Mgmt For For Kasierer, a member of Ernst & Young Global, as the independent auditors of the Company and authorization of the Board to set their fees 3a. Re-election of the director of the Company Mgmt For For until the 2019 annual meeting of shareholders: Mr. Ehud Arnon (chairman of the Board) 3b. Re-election of the director of the Company Mgmt For For until the 2019 annual meeting of shareholders: Mr. Chaim Katzman (Vice Chairman of the Board) 3c. Re-election of the director of the Company Mgmt For For until the 2019 annual meeting of shareholders: Mr. Haim Ben-Dor 3d. Re-election of the director of the Company Mgmt For For until the 2019 annual meeting of shareholders: Ms. Zehavit Cohen 3e. Re-election of the director of the Company Mgmt For For until the 2019 annual meeting of shareholders: Mr. Dor J. Segal 3f. Re-election of the director of the Company Mgmt For For until the 2019 annual meeting of shareholders: Mr. Douglas Sesler 4. Election of Mr. Ronnie Bar-On as an Mgmt For For external director under the Israeli Companies Law 5759-1999 (the "Companies Law"), for a three-year term 4a. Please confirm you are a controlling Mgmt For shareholder/have a personal interest. You must vote FOR=NO or AGAINST=YES for your vote to count for the Proposal 4 5. Election of Ms. Limor Shofman Gutman as an Mgmt For For external director under the Companies Law, for a three-year term 5a. Please confirm you are a controlling Mgmt For shareholder/have a personal interest. You must vote FOR=NO or AGAINST=YES for your vote to count for the Proposal 5 6. Election of Mr. Shmuel Hauser as an Mgmt For For external director under the Companies Law, for a three-year term 6a. Please confirm you are a controlling Mgmt For shareholder/have a personal interest. You must vote FOR=NO or AGAINST=YES for your vote to count for the Proposal 6 7. Approval of payment of cash compensation to Mgmt For For the Company's directors (other than external directors, independent directors and directors affiliated with the controlling shareholder) for service as directors of the Company's wholly-owned subsidiaries 8. Approval of exemption from liability for Mgmt For For Mr. Zvi Gordon, the Company's VP of Investments and son-in-law of Mr. Chaim Katzman 8a. Please confirm you are a controlling Mgmt For shareholder/have a personal interest. You must vote FOR=NO or AGAINST=YES for your vote to count for the Proposal 8 -------------------------------------------------------------------------------------------------------------------------- GLAXOSMITHKLINE PLC Agenda Number: 934979925 -------------------------------------------------------------------------------------------------------------------------- Security: 37733W105 Meeting Type: Annual Meeting Date: 08-May-2019 Ticker: GSK ISIN: US37733W1053 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management A1 To receive and adopt the 2018 Annual Report Mgmt For For A2 To approve the Annual report on Mgmt For For remuneration A3 To elect Iain Mackay as a Director Mgmt For For A4 To re-elect Philip Hampton as a Director Mgmt For For A5 To re-elect Emma Walmsley as a Director Mgmt For For A6 To re-elect Vindi Banga as a Director Mgmt For For A7 To re-elect Dr Hal Barron as a Director Mgmt For For A8 To re-elect Dr Vivienne Cox as a Director Mgmt For For A9 To re-elect Lynn Elsenhans as a Director Mgmt For For A10 To re-elect Dr Laurie Glimcher as a Mgmt For For Director A11 To re-elect Dr Jesse Goodman as a Director Mgmt For For A12 To re-elect Judy Lewent as a Director Mgmt For For A13 To re-elect Urs Rohner as a Director Mgmt For For A14 To re-appoint the auditor Mgmt For For A15 To determine remuneration of the auditor Mgmt For For A16 To authorise the company and its Mgmt For For subsidiaries to make donations to political organisations and incur political expenditure A17 To authorise allotment of shares Mgmt For For A18 To disapply pre-emption rights - general Mgmt For For power (special resolution) A19 To disapply pre-emption rights - in Mgmt For For connection with an acquisition or specified capital investment (special resolution) A20 To authorise the company to purchase its Mgmt For For own shares (special resolution) A21 To authorise exemption from statement of Mgmt For For name of senior statutory auditor A22 To authorise reduced notice of a general Mgmt For For meeting other than an AGM (special resolution) 1 To approve the transaction between Mgmt For For GlaxoSmithKline plc, GlaxoSmithKline Consumer Healthcare Holdings Limited and Pfizer, Inc for the purposes of Chapter 11 of the Listing Rules of the Financial Conduct Authority -------------------------------------------------------------------------------------------------------------------------- HITACHI, LTD. Agenda Number: 935050384 -------------------------------------------------------------------------------------------------------------------------- Security: 433578507 Meeting Type: Annual Meeting Date: 19-Jun-2019 Ticker: HTHIY ISIN: US4335785071 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Katsumi Ihara Mgmt For 1B. Election of Director: Cynthia Carroll Mgmt For 1C. Election of Director: Joe Harlan Mgmt For 1D. Election of Director: George Buckley Mgmt For 1E. Election of Director: Louise Pentland Mgmt For 1F. Election of Director: Harufumi Mochizuki Mgmt For 1G. Election of Director: Takatoshi Yamamoto Mgmt For 1H. Election of Director: Hiroaki Yoshihara Mgmt For 1I. Election of Director: Hiroaki Nakanishi Mgmt For 1J. Election of Director: Toyoaki Nakamura Mgmt For 1K. Election of Director: Toshiaki Higashihara Mgmt For 2. Dismissal of Director Toyoaki Nakamura Shr Against -------------------------------------------------------------------------------------------------------------------------- HUDBAY MINERALS INC. Agenda Number: 934999991 -------------------------------------------------------------------------------------------------------------------------- Security: 443628102 Meeting Type: Annual and Special Meeting Date: 07-May-2019 Ticker: HBM ISIN: CA4436281022 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A ELECTION OF DIRECTORS: WATERTON NOMINEES Mgmt Abstain * PETER KUKIELSKI WATERTON RECOMMENDS A "FOR" VOTE SHAREHOLDERS ARE NOT TO VOTE "FOR" MORE THAN A TOTAL OF ELEVEN (11) DIRECTOR NOMINEES 1B WATERTON NOMINEES RICHARD NESBITT WATERTON Mgmt Abstain * RECOMMENDS A "FOR" VOTE SHAREHOLDERS ARE NOT TO VOTE "FOR" MORE THAN A TOTAL OF ELEVEN (11) DIRECTOR NOMINEES 1C WATERTON NOMINEES DANIEL MUNIZ QUINTANILLA Mgmt For * WATERTON RECOMMENDS A "FOR" VOTE SHAREHOLDERS ARE NOT TO VOTE "FOR" MORE THAN A TOTAL OF ELEVEN (11) DIRECTOR NOMINEES 1D WATERTON NOMINEES A.E. MICHAEL ANGLIN Mgmt Abstain * WATERTON RECOMMENDS A "FOR" VOTE SHAREHOLDERS ARE NOT TO VOTE "FOR" MORE THAN A TOTAL OF ELEVEN (11) DIRECTOR NOMINEES 1E WATERTON NOMINEES DAVID SMITH WATERTON Mgmt For * RECOMMENDS A "FOR" VOTE SHAREHOLDERS ARE NOT TO VOTE "FOR" MORE THAN A TOTAL OF ELEVEN (11) DIRECTOR NOMINEES 1F HUDBAY MANAGEMENT NOMINEES: RICHARD HOWES Mgmt For * WATERTON MAKES NO RECOMMENDATION SHAREHOLDERS ARE NOT TO VOTE "FOR" MORE THAN A TOTAL OF ELEVEN (11) DIRECTOR NOMINEES 1G HUDBAY MANAGEMENT NOMINEES: CAROL T. Mgmt For * BANDUCCI WATERTON MAKES NO RECOMMENDATION SHAREHOLDERS ARE NOT TO VOTE "FOR" MORE THAN A TOTAL OF ELEVEN (11) DIRECTOR NOMINEES 1H HUDBAY MANAGEMENT NOMINEES: ALAN HAIR Mgmt For * WATERTON MAKES NO RECOMMENDATION SHAREHOLDERS ARE NOT TO VOTE "FOR" MORE THAN A TOTAL OF ELEVEN (11) DIRECTOR NOMINEES 1I HUDBAY MANAGEMENT NOMINEES: SARAH B. Mgmt For * KAVANAGH WATERTON MAKES NO RECOMMENDATION SHAREHOLDERS ARE NOT TO VOTE "FOR" MORE THAN A TOTAL OF ELEVEN (11) DIRECTOR NOMINEES 1J HUDBAY MANAGEMENT NOMINEES: CARIN S. Mgmt For * KNICKEL WATERTON MAKES NO RECOMMENDATION SHAREHOLDERS ARE NOT TO VOTE "FOR" MORE THAN A TOTAL OF ELEVEN (11) DIRECTOR NOMINEES 1K HUDBAY MANAGEMENT NOMINEES: COLIN OSBORNE Mgmt For * WATERTON MAKES NO RECOMMENDATION SHAREHOLDERS ARE NOT TO VOTE "FOR" MORE THAN A TOTAL OF ELEVEN (11) DIRECTOR NOMINEES 1L KENNETH G. STOWE WATERTON RECOMMENDS A Mgmt Abstain * "WITHHOLD" VOTE SHAREHOLDERS ARE NOT TO VOTE "FOR" MORE THAN A TOTAL OF ELEVEN (11) DIRECTOR NOMINEES 1M IGOR A. GONZALES WATERTON RECOMMENDS A Mgmt For * "WITHHOLD" VOTE SHAREHOLDERS ARE NOT TO VOTE "FOR" MORE THAN A TOTAL OF ELEVEN (11) DIRECTOR NOMINEES 1N ALAN R. HIBBEN WATERTON RECOMMENDS A Mgmt For * "WITHHOLD" VOTE SHAREHOLDERS ARE NOT TO VOTE "FOR" MORE THAN A TOTAL OF ELEVEN (11) DIRECTOR NOMINEES 2 APPOINTMENT OF DELOITTE LLP AS THE AUDITOR Mgmt For * OF HUDBAY FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS OF HUDBAY TO FIX THEIR REMUNERATION. 3 ADOPT BY-LAW NO. 2, RELATING TO ADVANCE Mgmt For * NOTICE REQUIREMENTS FOR THE ELECTION OF THE DIRECTORS OF HUDBAY. 4 ON AN ADVISORY BASIS, AND NOT TO DIMINISH Mgmt For * THE ROLE AND RESPONSIBILITIES OF HUDBAY'S BOARD OF DIRECTORS, YOU ACCEPT THE APPROACH TO EXECUTIVE COMPENSATION DISCLOSED IN HUDBAY'S 2019 MANAGEMENT INFORMATION CIRCULAR. -------------------------------------------------------------------------------------------------------------------------- IAMGOLD CORPORATION Agenda Number: 934982857 -------------------------------------------------------------------------------------------------------------------------- Security: 450913108 Meeting Type: Annual Meeting Date: 07-May-2019 Ticker: IAG ISIN: CA4509131088 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR John E. Caldwell Mgmt For For Donald K. Charter Mgmt For For Richard J. Hall Mgmt For For Stephen J. J. Letwin Mgmt For For Mahendra Naik Mgmt For For Timothy R. Snider Mgmt For For Sybil E. Veenman Mgmt For For Ronald P. Gagel Mgmt For For 2 Appointment of KPMG LLP, Chartered Mgmt For For Accountants, as auditor of the Corporation for the ensuing year and authorizing the directors to fix their remuneration. 3 Resolved, on an advisory basis, and not to Mgmt For For diminish the role and responsibilities of the board of directors of the Corporation, that the shareholders accept the approach to executive compensation disclosed in the Corporation's information circular delivered in advance of the 2019 annual meeting of shareholders. -------------------------------------------------------------------------------------------------------------------------- INFINEON TECHNOLOGIES AG Agenda Number: 934923435 -------------------------------------------------------------------------------------------------------------------------- Security: 45662N103 Meeting Type: Annual Meeting Date: 21-Feb-2019 Ticker: IFNNY ISIN: US45662N1037 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 2. Allocation of unappropriated profit. Mgmt For For 3. Approval of the acts of the members of the Mgmt For For Management Board. 4. Approval of the acts of the members of the Mgmt For For Supervisory Board. 5. Appointment of the auditor. Mgmt For For -------------------------------------------------------------------------------------------------------------------------- INGERSOLL-RAND PLC Agenda Number: 935006709 -------------------------------------------------------------------------------------------------------------------------- Security: G47791101 Meeting Type: Annual Meeting Date: 06-Jun-2019 Ticker: IR ISIN: IE00B6330302 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Kirk E. Arnold Mgmt For For 1b. Election of Director: Ann C. Berzin Mgmt For For 1c. Election of Director: John Bruton Mgmt For For 1d. Election of Director: Jared L. Cohon Mgmt For For 1e. Election of Director: Gary D. Forsee Mgmt For For 1f. Election of Director: Linda P. Hudson Mgmt For For 1g. Election of Director: Michael W. Lamach Mgmt For For 1h. Election of Director: Myles P. Lee Mgmt For For 1i. Election of Director: Karen B. Peetz Mgmt For For 1j. Election of Director: John P. Surma Mgmt For For 1k. Election of Director: Richard J. Swift Mgmt For For 1l. Election of Director: Tony L. White Mgmt For For 2. Advisory approval of the compensation of Mgmt For For the Company's named executive officers. 3. Approval of the appointment of independent Mgmt For For auditors of the Company and authorization of the Audit Committee of the Board of Directors to set the auditors' remuneration. 4. Approval of the renewal of the Directors' Mgmt For For existing authority to issue shares. 5. Approval of the renewal of the Directors' Mgmt For For existing authority to issue shares for cash without first offering shares to existing shareholders. (Special Resolution) 6. Determination of the price range at which Mgmt For For the Company can re- allot shares that it holds as treasury shares. (Special Resolution) -------------------------------------------------------------------------------------------------------------------------- INTEC PHARMA LTD Agenda Number: 934910363 -------------------------------------------------------------------------------------------------------------------------- Security: M53644106 Meeting Type: Special Meeting Date: 20-Dec-2018 Ticker: NTEC ISIN: IL0011177958 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To approve an amendment to the Company's Mgmt For For articles of association as detailed in the Proxy Statement dated November 27, 2018. -------------------------------------------------------------------------------------------------------------------------- INTEC PHARMA LTD Agenda Number: 934942815 -------------------------------------------------------------------------------------------------------------------------- Security: M53644106 Meeting Type: Special Meeting Date: 04-Apr-2019 Ticker: NTEC ISIN: IL0011177958 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To approve the revised terms of employment Mgmt Against Against of Jeffrey Meckler as our Chief Executive Officer and grant of an option to Mr. Meckler. 2. To approve amendments to our Compensation Mgmt For For Policy for Directors and Officers. 2a. Are you a controlling shareholder in the Mgmt Against Company, or do you have a personal interest in the approval of Proposal No. 2? (Please note: If you do not mark either Yes or No, your shares will not be voted for Proposal No. 2). Mark "For" = Yes or "Against" = No. 3. To approve an amendment to the annual fixed Mgmt For For compensation for our non-employee directors paid for membership on committees and for service as chair of a committee of our board of directors. 3a. Are you a controlling shareholder in the Mgmt Against Company, or do you have a personal interest in the approval of Proposal No. 3? (Please note: If you do not mark either Yes or No, in case Proposal No. 2 is not adopted, your shares will not be voted for Proposal No. 3). Mark "For" = Yes or "Against" = No. 4. To approve and ratify the purchase of a Mgmt For For professional liability insurance policy for our current and future directors and officers. 4a. Are you a controlling shareholder in the Mgmt Against Company, or do you have a personal interest in the approval of Proposal No. 4? (Please note: If you do not mark either Yes or No, your shares will not be voted for Proposal No. 4). Mark "For" = Yes or "Against" = No. -------------------------------------------------------------------------------------------------------------------------- INTERNET INITIATIVE JAPAN INC. Agenda Number: 935049898 -------------------------------------------------------------------------------------------------------------------------- Security: 46059T109 Meeting Type: Annual Meeting Date: 27-Jun-2019 Ticker: IIJIY ISIN: US46059T1097 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Appropriation of Retained Earnings Mgmt For 2a. Election of Director: Koichi Suzuki Mgmt For 2b. Election of Director: Eijiro Katsu Mgmt For 2c. Election of Director: Tadashi Kawashima Mgmt For 2d. Election of Director: Junichi Shimagami Mgmt For 2e. Election of Director: Naoshi Yoneyama Mgmt For 2f. Election of Director: Toshinori Iwasawa Mgmt For 2g. Election of Director: Tadashi Okamura Mgmt For 2h. Election of Director: Takashi Tsukamoto Mgmt For 3. Election of an Accounting Auditor Mgmt For -------------------------------------------------------------------------------------------------------------------------- KIRKLAND LAKE GOLD LTD. Agenda Number: 935004135 -------------------------------------------------------------------------------------------------------------------------- Security: 49741E100 Meeting Type: Annual and Special Meeting Date: 07-May-2019 Ticker: KL ISIN: CA49741E1007 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 To Set the Number of Directors at Seven. Mgmt For For 2 DIRECTOR Jonathan Gill Mgmt For For Arnold Klassen Mgmt For For Pamela Klessig Mgmt For For Anthony Makuch Mgmt For For Barry Olson Mgmt For For Jeffrey Parr Mgmt For For Raymond Threlkeld 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 appropriate, Mgmt For For pass, with or without variation, a non-binding advisory resolution on the Company's approach to executive compensation. -------------------------------------------------------------------------------------------------------------------------- KONINKLIJKE PHILIPS ELECTRONICS N.V. Agenda Number: 934998494 -------------------------------------------------------------------------------------------------------------------------- Security: 500472303 Meeting Type: Annual Meeting Date: 09-May-2019 Ticker: PHG ISIN: US5004723038 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 2c. Proposal to adopt the financial statements Mgmt For 2d. Proposal to adopt dividend Mgmt For 2e. Proposal to discharge the members of the Mgmt For Board of Management 2f. Proposal to discharge the members of the Mgmt For Supervisory Board 3a. Composition of the Board of Management: Mgmt For Proposal to re-appoint Mr F.A. van Houten as President/Chief Executive Officer and member of the Board of Management 3b. Composition of the Board of Management: Mgmt For Proposal to re-appoint Mr A. Bhattacharya as member of the Board of Management 4a. Composition of the Supervisory Board: Mgmt For Proposal to re-appoint Mr D.E.I. Pyott as member of the Supervisory Board 4b. Composition of the Supervisory Board: Mgmt For Proposal to appoint Ms E. Doherty as member of the Supervisory Board 5. Proposal to re-appoint Ernst & Young Mgmt For Accountants LLP as the external auditor of the company 6a. Proposal to authorize the Board of Mgmt For Management to: issue shares or grant rights to acquire shares 6b. Proposal to authorize the Board of Mgmt For Management to: restrict or exclude preemption rights 7. Proposal to authorize the Board of Mgmt For Management to acquire shares in the company 8. Proposal to cancel shares Mgmt For -------------------------------------------------------------------------------------------------------------------------- KT CORPORATION Agenda Number: 934947461 -------------------------------------------------------------------------------------------------------------------------- Security: 48268K101 Meeting Type: Annual Meeting Date: 29-Mar-2019 Ticker: KT ISIN: US48268K1016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Approval of Financial Statements for the Mgmt For For 37th Fiscal Year 2. Amendment of Articles of Incorporation Mgmt For For 3.1 Election of Director: Mr. In Hoe Kim Mgmt For For (Inside Director Candidate) 3.2 Election of Director: Mr. Dongmyun Lee Mgmt For For (Inside Director Candidate) 3.3 Election of Director: Mr. Sung, Taeyoon Mgmt For For (Outside Director Candidate) 3.4 Election of Director: Mr. Hee-Yol Yu Mgmt For For (Outside Director Candidate) 4.1 Election of Member of Audit Committee: Mr. Mgmt For For Kim, Dae-you 5. Approval of Limit on Remuneration of Mgmt For For Directors -------------------------------------------------------------------------------------------------------------------------- LINE CORPORATION Agenda Number: 934940138 -------------------------------------------------------------------------------------------------------------------------- Security: 53567X101 Meeting Type: Annual Meeting Date: 28-Mar-2019 Ticker: LN ISIN: US53567X1019 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Partial Amendments to the Articles of Mgmt For For Incorporation 2. DIRECTOR Takeshi Idezawa Mgmt For For Jun Masuda Mgmt For For Joongho Shin Mgmt For For In Joon Hwang Mgmt For For Hae-jin Lee Mgmt For For Tadashi Kunihiro Mgmt For For Koji Kotaka Mgmt For For Rehito Hatoyama Mgmt For For 3A. Election of Corporate Auditor: Hitoshi Mgmt For For Kurasawa 3B. Election of Corporate Auditor: Yoichi Mgmt For For Namekata 3C. Election of Corporate Auditor: Noriyuki Mgmt For For Uematsu 4A. Election of Substitute Corporate Auditor: Mgmt For For Masaaki Suda 5. Determination of Amounts and Details of Mgmt For For Stock Options (Warrants) to Be Paid as Compensation, etc. to Directors (Excluding Outside Directors) 6. Determination of Amounts and Details of Mgmt For For Stock Options (Warrants) to Be Paid as Compensation, etc. to Outside Directors -------------------------------------------------------------------------------------------------------------------------- LIVANOVA PLC Agenda Number: 935024290 -------------------------------------------------------------------------------------------------------------------------- Security: G5509L101 Meeting Type: Annual Meeting Date: 18-Jun-2019 Ticker: LIVN ISIN: GB00BYMT0J19 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Mr. Francesco Bianchi Mgmt For For 1b. Election of Director: Ms. Stacy Enxing Seng Mgmt For For 1c. Election of Director: Mr. William A. Kozy Mgmt For For 1d. Election of Director: Mr. Damien McDonald Mgmt For For 1e. Election of Director: Mr. Daniel J. Moore Mgmt For For 1f. Election of Director: Mr. Hugh M. Morrison Mgmt For For 1g. Election of Director: Mr. Alfred J. Novak Mgmt For For 1h. Election of Director: Dr. Sharon O'Kane Mgmt For For 1i. Election of Director: Dr. Arthur L. Mgmt For For Rosenthal 1j. Election of Director: Ms. Andrea L. Saia Mgmt For For 2. To approve, on an advisory basis, Mgmt For For LivaNova's compensation of its named executive officers ("US Say-on-Pay") 3. To ratify PricewaterhouseCoopers LLP, a Mgmt For For Delaware limited liability partnership ("PwC USA") as the Company's independent registered public accountancy firm 4. To approve, on an advisory basis, the U.K. Mgmt For For directors' remuneration report in the form set out in the Company's U.K. annual report and accounts ("U.K. Annual Report") for the period ended 31 December, 2018 5. To approve the directors' Remuneration Mgmt For For Policy as set out in the UK Annual Report for the period ended 31 December 2018 6. To receive and adopt the Company's audited Mgmt For For UK statutory accounts for the year ended December 31, 2018, together with the reports of the directors and the auditors thereon 7. To re-appoint PricewaterhouseCoopers LLP, a Mgmt For For limited liability partnership registered in England, ("PwC UK"), as the Company's UK statutory auditor 8. To authorize the directors and/or the Audit Mgmt For For and Compliance Committee to determine the UK statutory auditor's remuneration -------------------------------------------------------------------------------------------------------------------------- LYONDELLBASELL INDUSTRIES N.V. Agenda Number: 935028589 -------------------------------------------------------------------------------------------------------------------------- Security: N53745100 Meeting Type: Annual Meeting Date: 31-May-2019 Ticker: LYB ISIN: NL0009434992 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Jacques Aigrain Mgmt For For 1b. Election of Director: Lincoln Benet Mgmt For For 1c. Election of Director: Jagjeet (Jeet) Bindra Mgmt For For 1d. Election of Director: Robin Buchanan Mgmt For For 1e. Election of Director: Stephen Cooper Mgmt For For 1f. Election of Director: Nance Dicciani Mgmt For For 1g. Election of Director: Claire Farley Mgmt For For 1h. Election of Director: Isabella (Bella) Mgmt For For Goren 1i. Election of Director: Michael Hanley Mgmt For For 1j. Election of Director: Albert Manifold Mgmt For For 1k. Election of Director: Bhavesh (Bob) Patel Mgmt For For 1l. Election of Director: Rudy van der Meer Mgmt For For 2. Discharge of Executive Director and Members Mgmt For For of the (Prior) Management Board from Liability. 3. Discharge of Non-Executive Directors and Mgmt For For Members of the (Prior) Supervisory Board from Liability. 4. Adoption of 2018 Dutch Statutory Annual Mgmt For For Accounts. 5. Appointment of PricewaterhouseCoopers Mgmt For For Accountants N.V. as the Auditor of our 2019 Dutch Statutory Annual Accounts. 6. Ratification of PricewaterhouseCoopers LLP Mgmt For For as our Independent Registered Public Accounting Firm. 7. Advisory Vote Approving Executive Mgmt For For Compensation (Say-on-Pay). 8. Ratification and Approval of Dividends. Mgmt For For 9. Authorization to Conduct Share Repurchases. Mgmt For For 10. Amendment of Long Term Incentive Plan. Mgmt For For -------------------------------------------------------------------------------------------------------------------------- MAG SILVER CORP. Agenda Number: 935036574 -------------------------------------------------------------------------------------------------------------------------- Security: 55903Q104 Meeting Type: Annual and Special Meeting Date: 13-Jun-2019 Ticker: MAG ISIN: CA55903Q1046 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 To set the number of Directors at seven Mgmt For For (7). 2 DIRECTOR Peter D. Barnes Mgmt For For Richard P. Clark Mgmt For For Jill D. Leversage Mgmt For For Daniel T. MacInnis Mgmt For For George N. Paspalas Mgmt For For Jonathan A. Rubenstein Mgmt For For Derek C. White Mgmt For For 3 To appoint Deloitte LLP, an Independent Mgmt For For Registered Public Accounting Firm, as the Auditor of the Company for the ensuing year and to authorize the Directors to fix their remuneration. 4 To reconfirm and approve the continuation Mgmt For For of the Shareholder Rights Plan of the Company in accordance with its terms. 5 To consider and, if deemed advisable, Mgmt For For approve a non-binding advisory resolution to accept the Company's approach to executive compensation. -------------------------------------------------------------------------------------------------------------------------- MALLINCKRODT PLC Agenda Number: 934961536 -------------------------------------------------------------------------------------------------------------------------- Security: G5785G107 Meeting Type: Annual Meeting Date: 15-May-2019 Ticker: MNK ISIN: IE00BBGT3753 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: David R. Carlucci Mgmt For For 1b. Election of Director: J. Martin Carroll Mgmt For For 1c. Election of Director: Paul R. Carter Mgmt For For 1d. Election of Director: David Y. Norton Mgmt For For 1e. Election of Director: JoAnn A. Reed Mgmt For For 1f. Election of Director: Angus C. Russell Mgmt For For 1g. Election of Director: Mark C. Trudeau Mgmt For For 1h. Election of Director: Anne C. Whitaker Mgmt For For 1i. Election of Director: Kneeland C. Mgmt For For Youngblood, M.D. 2. Approve, in a non-binding vote, the Mgmt For For re-appointment of the Independent Auditors and to authorize, in a binding vote, the Audit Committee to set the auditors' remuneration. 3. Approve, in a non-binding advisory vote, Mgmt Against Against the compensation of named executive officers. 4. Approve the authority of the Board to issue Mgmt For For shares. 5. Authorize the Company and/or any subsidiary Mgmt For For to make market purchases or overseas market purchases of Company shares. 6. Approve the change of name of the Company. Mgmt For For (Special Resolution). 7. Approve the waiver of pre-emption rights. Mgmt For For (Special Resolution). 8. Authorize the price range at which the Mgmt For For Company can re-allot shares it holds as treasury shares. (Special Resolution). 9. Shareholder Proposal Regarding Incentive Shr For Against Compensation Clawback. 10. Shareholder Proposal Regarding Report on Shr For Against Governance Measures. 11. Shareholder Proposal Regarding Report on Shr For For Lobbying Activities. -------------------------------------------------------------------------------------------------------------------------- MEDTRONIC PLC Agenda Number: 934889215 -------------------------------------------------------------------------------------------------------------------------- Security: G5960L103 Meeting Type: Annual Meeting Date: 07-Dec-2018 Ticker: MDT ISIN: IE00BTN1Y115 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Richard H. Anderson Mgmt For For 1b. Election of Director: Craig Arnold Mgmt For For 1c. Election of Director: Scott C. Donnelly Mgmt For For 1d. Election of Director: Randall J. Hogan III Mgmt For For 1e. Election of Director: Omar Ishrak Mgmt For For 1f. Election of Director: Michael O. Leavitt Mgmt For For 1g. Election of Director: James T. Lenehan Mgmt For For 1h. Election of Director: Elizabeth Nabel, M.D. Mgmt For For 1i. Election of Director: Denise M. O'Leary Mgmt For For 1j. Election of Director: Kendall J. Powell Mgmt For For 2. To ratify, in a non-binding vote, the Mgmt For For re-appointment of PricewaterhouseCoopers LLP as Medtronic's independent auditor for fiscal year 2019 and authorize the Board of Directors, acting through the Audit Committee, to set the auditor's remuneration. 3. To approve in a non-binding advisory vote, Mgmt For For named executive officer compensation (a "Say-on-Pay" vote). -------------------------------------------------------------------------------------------------------------------------- MELLANOX TECHNOLOGIES LTD. Agenda Number: 934853361 -------------------------------------------------------------------------------------------------------------------------- Security: M51363113 Meeting Type: Annual Meeting Date: 25-Jul-2018 Ticker: MLNX ISIN: IL0011017329 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Glenda Dorchak Mgmt For For 1b. Election of Director: Irwin Federman Mgmt For For 1c. Election of Director: Amal Johnson Mgmt For For 1d. Election of Director: Jack Lazar Mgmt For For 1e. Election of Director: Jon A. Olson Mgmt For For 1f. Election of Director: Umesh Padval Mgmt For For 1g. Election of Director: David Perlmutter Mgmt For For 1h. Election of Director: Steve Sanghi Mgmt For For 1i. Election of Director: Eyal Waldman Mgmt For For 1j. Election of Director: Gregory Waters Mgmt For For 1k. Election of Director: Thomas Weatherford Mgmt For For 2a. Do you have a Personal Interest with Mgmt For regards to Proposal 2b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal. 2b. To approve the 2018 performance-based cash Mgmt For For incentive award to Eyal Waldman, our CEO, which will be tied to the Company's achievement of pre-established revenue and earnings per share objectives for fiscal 2018 and which will be measured and paid, if earned, in 2019. 3a. Do you have a Personal Interest with Mgmt For regards to Proposal 3b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal. 3b. To approve the grant to Eyal Waldman of Mgmt For For 36,000 restricted share units and 36,000 performance share units, which number can be increased to up to 63,000 shares for over achievement of performance objectives under the Third Amended and Restated Global Share Incentive Plan (2006) (the "Third Restated Plan") if approved by our shareholders. 4. To conduct an advisory vote to approve the Mgmt For For compensation of our named executive officers. 5. To approve the Third Restated Plan, making Mgmt For For certain changes to the terms of the Second Amended and Restated Global Share Incentive Plan (2006) and to increase the number of ordinary shares reserved for issuance under the plan by an additional 2,077,000 shares to 4,467,000 shares. 6. To approve cash compensation in the amount Mgmt For For of $8,506.85 for Steve Sanghi and $9,000.00 for Umesh Padval and the vesting of an additional 700 restricted share units out of the 4,200 restricted share units previously granted to each of Mr. Sanghi and Mr. Padval, as compensation for their services as directors during the period beginning on May 25, 2018 through the date prior to the Annual General Meeting, July 24, 2018. 7. To appoint Kost Forer Gabbay & Kasierer, Mgmt For For the Israel-based member of Ernst & Young Global, as our independent registered public accounting firm for the fiscal year ending December 31, 2018 and to authorize our audit committee to determine our accounting firm's fiscal 2018 remuneration in accordance with the volume and nature of their services. -------------------------------------------------------------------------------------------------------------------------- MELLANOX TECHNOLOGIES LTD. Agenda Number: 935045749 -------------------------------------------------------------------------------------------------------------------------- Security: M51363113 Meeting Type: Special Meeting Date: 20-Jun-2019 Ticker: MLNX ISIN: IL0011017329 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Are you a Parent Affiliate (as defined in Mgmt For the Proxy Statement)? By selecting FOR I confirm that I AM NOT a Parent Affiliate and by selecting AGAINST I confirm that I AM a Parent Affiliate. 1b. The Merger Proposal: To approve the Mgmt For For acquisition of the Company by NVIDIA International Holdings Inc., a Delaware corporation ("Parent"), including the approval of (a) the Agreement and Plan of Merger (as it may be amended from time to time, the "Merger Agreement"), dated March 10, 2019, by and among Parent, Teal Barvaz Ltd., a company organized under the laws of the State of Israel and a wholly-owned subsidiary of Parent ("Merger Sub"), NVIDIA Corporation, a Delaware corporation ...(due to space limits, see proxy material for full proposal). 2. The Adjournment Proposal: To approve the Mgmt For For adjournment of the Extraordinary General Meeting to a later date or dates if necessary to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Extraordinary General Meeting. 3. The Merger-Related Executive Compensation Mgmt For For Proposal: To approve on a nonbinding, advisory basis, any "golden parachute compensation" that will or may become payable to the Company's named executive officers in connection with the Merger. 4a. Do you have a Personal Interest (as defined Mgmt For in the Proxy Statement) with regards to Proposal 4b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal. 4b. The CEO Base Salary Proposal: To approve Mgmt For For the increase in annual base cash compensation for Eyal Waldman, our chief executive officer, from $610,000 to $650,000. 5a. Do you have a Personal Interest with Mgmt For regards to Proposal 5b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal. 5b. The CEO Cash Incentive Proposal: To approve Mgmt For For the grant to Mr. Waldman of a 2019 performance-based cash incentive award, which will be tied to the Company's achievement of pre-established revenue and adjusted operating income objectives for fiscal 2019 and which will be measured and paid, if earned, in 2020. 6a. Do you have a Personal Interest with Mgmt For regards to Proposal 6b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal. 6b. The CEO Severance Proposal: To approve the Mgmt For For amendment and restatement of Mr. Waldman's executive severance benefits agreement, in accordance with the Amended Severance Agreement attached as Annex D to the Proxy Statement, to (i) amend the benefits thereunder to two years of base salary and two years of target bonus (to be paid in accordance with the terms and conditions therein) and vesting acceleration of 100% of his equity awards in the event of certain employment terminations ...(due to space limits, see proxy material for full proposal). 7a. Do you have a Personal Interest (as defined Mgmt For in the Proxy Statement) with regards to Proposal 7b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal. 7b. The CEO Equity Award Proposal: To approve Mgmt For For the grant to Mr.Waldman of a 2019 equity incentive award of 55,696 restricted share units. 8a. Do you have a Personal Interest (as defined Mgmt For in the Proxy Statement) with regards to Proposal 8b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal. 8b. The CEO Tax Equalization Proposal: To Mgmt For For approve certain tax equalization payments to Mr. Waldman to reimburse Mr. Waldman for additional personal income tax liability incurred as the result of him allocating his time between Israel and the United States in the amount of $54,000 for the 2018 tax year and an amount to be determined consistently with past practice but not to exceed $125,000 for the 2019 tax year to be made as soon as administratively practicable after the tax differential is ...(due to space limits, see proxy material for full proposal). 9. The Waters Bonus Proposal: To approve Mgmt For For payment of a cash bonus of $25,000 to Greg Waters, an independent member of the Company's board of directors, in recognition of his services with respect to the Merger. -------------------------------------------------------------------------------------------------------------------------- MESOBLAST LIMITED Agenda Number: 934898505 -------------------------------------------------------------------------------------------------------------------------- Security: 590717104 Meeting Type: Annual Meeting Date: 30-Nov-2018 Ticker: MESO ISIN: US5907171046 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 2a Election of Mr Joseph R. Swedish as a Mgmt For For Director 2b Election of Ms Shawn Cline Tomasello as a Mgmt For For Director 2c Re-election of Mr Brian Jamieson as a Mgmt For For Director 2d Re-election of Mr Michael Spooner as a Mgmt For For Director 3 Adoption of the Remuneration Report Mgmt Against Against 4a Approval of Proposed Issue of Options to Mgmt Against Against newly-appointed directors Mr Joseph R. Swedish and Ms Shawn Cline Tomasello 4b Approval of Proposed Issue of Options to Mgmt Against Against other Non-Executive Directors 5a Subsequent Approval of Issues of Shares: Mgmt For For NovaQuest Capital Management LLC 5b Subsequent Approval of Issues of Shares: Mgmt For For Tasly Pharmaceutical Group Co Ltd 6 Increase in Directors' Fees Pool Mgmt For For 7 Renewal of Proportional Takeover Approval Mgmt For For Provisions in the Company's Constitution 8 Adoption of New Constitution Mgmt For For -------------------------------------------------------------------------------------------------------------------------- MFC BANCORP LTD Agenda Number: 934909574 -------------------------------------------------------------------------------------------------------------------------- Security: G60630103 Meeting Type: Annual Meeting Date: 20-Dec-2018 Ticker: MFCB ISIN: KYG606301037 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Michael J. Smith Mgmt For For Indrajit Chatterjee Mgmt For For Dr. Shuming Zhao Mgmt For For Silke Stenger Mgmt For For Friedrich Hondl Mgmt For For Jochen Dumler Mgmt For For 2. The appointment of the auditors for the Mgmt For For fiscal year ended December 31, 2018 (as set forth in the notice of meeting and management information circular delivered to the Company's shareholders in connection with the Meeting) and the authorization of the directors to fix the remuneration of the auditors for the ensuing year. -------------------------------------------------------------------------------------------------------------------------- MFC BANCORP LTD Agenda Number: 935031978 -------------------------------------------------------------------------------------------------------------------------- Security: G60630103 Meeting Type: Special Meeting Date: 31-May-2019 Ticker: MFCB ISIN: KYG606301037 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Approve a special resolution to change the Mgmt For For Company's name to "Scully Royalty Ltd.". 2. Approve special and ordinary resolutions to Mgmt Against Against effect: (i) a share consolidation on a 25 to 1 basis and (ii) a subsequent share split on a 1 to 25 basis, together with related amendments to the Amended and Restated Memorandum and Articles of Association of the Company, all as more fully set forth in the Proxy Statement. -------------------------------------------------------------------------------------------------------------------------- MITEL NETWORKS CORPORATION Agenda Number: 934847534 -------------------------------------------------------------------------------------------------------------------------- Security: 60671Q104 Meeting Type: Special Meeting Date: 10-Jul-2018 Ticker: MITL ISIN: CA60671Q1046 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 To consider, pursuant to an interim order Mgmt For For of the Ontario Superior Court of Justice, dated as of June 7, 2018 and, if deemed advisable, to pass, with or without variation, a special resolution (the "arrangement resolution") to approve an arrangement (the "arrangement") under section 192 of the Canada Business Corporations Act pursuant to the Arrangement Agreement, dated as of April 23, 2018, among Mitel, MLN AcquisitionCo ULC ("Purchaser"), a British Columbia unlimited liability company and MLN TopCo Ltd., a Cayman Islands exempted company, to effect among other things, the acquisition by Purchaser of all of the outstanding common shares of the Company in exchange for $11.15 cash (less any applicable withholding taxes) per common share. 2 To consider and vote on a proposal to Mgmt Against Against approve, by non-binding, advisory vote, certain compensation arrangements for the Company's named executive officers in connection with the arrangement. 3 To approve the adjournment of the special Mgmt For For meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the arrangement resolution. -------------------------------------------------------------------------------------------------------------------------- MOUNTAIN PROVINCE DIAMONDS INC. Agenda Number: 935026345 -------------------------------------------------------------------------------------------------------------------------- Security: 62426E402 Meeting Type: Annual and Special Meeting Date: 13-Jun-2019 Ticker: MPVD ISIN: CA62426E4022 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 To set the number of Directors at seven Mgmt For For (7). 2 DIRECTOR Jonathan Comerford Mgmt Withheld Against Stuart Brown Mgmt Withheld Against Karen Goracke Mgmt For For David Whittle Mgmt Withheld Against William Lamb Mgmt For For Tom Peregoodoff Mgmt For For Brett Desmond Mgmt Withheld Against 3 Appointment of KPMG LLP as Auditors of the Mgmt For For Corporation for the ensuing year and authorizing the Directors to fix their remuneration. 4 Re-approve the Corporation's Long Term Mgmt Against Against Equity Incentive Plan and authorize for grant all available and unallocated options, rights and other entitlements issuable thereunder. -------------------------------------------------------------------------------------------------------------------------- NATIONAL GRID PLC Agenda Number: 934852977 -------------------------------------------------------------------------------------------------------------------------- Security: 636274409 Meeting Type: Annual Meeting Date: 30-Jul-2018 Ticker: NGG ISIN: US6362744095 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To receive the Annual Report and Accounts Mgmt For For 2. To declare a final dividend Mgmt For For 3. To re-elect Sir Peter Gershon Mgmt For For 4. To re-elect John Pettigrew Mgmt For For 5. To re-elect Dean Seavers Mgmt For For 6. To re-elect Nicola Shaw Mgmt For For 7. To re-elect Nora Mead Brownell Mgmt For For 8. To re-elect Jonathan Dawson Mgmt For For 9. To re-elect Therese Esperdy Mgmt For For 10. To re-elect Paul Golby Mgmt For For 11. To re-elect Mark Williamson Mgmt For For 12. To elect Amanda Mesler Mgmt For For 13. To re-appoint the auditors Deloitte LLP Mgmt For For 14. To authorise the Directors to set the Mgmt For For auditors' remuneration 15. To approve the Directors' Remuneration Mgmt For For Report excluding the excerpts from the Directors' remuneration policy 16. To authorise the Company to make political Mgmt For For donations 17. To authorise the Directors to allot Mgmt For For ordinary shares 18. To disapply pre-emption rights (special Mgmt For For resolution) 19. To disapply pre-emption rights for Mgmt For For acquisitions (special resolution) 20. To authorise the Company to purchase its Mgmt For For own ordinary shares (special resolution) 21. To authorise the Directors to hold general Mgmt For For meetings on 14 clear days' notice (special resolution) -------------------------------------------------------------------------------------------------------------------------- NESTLE S.A. Agenda Number: 934948449 -------------------------------------------------------------------------------------------------------------------------- Security: 641069406 Meeting Type: Annual Meeting Date: 11-Apr-2019 Ticker: NSRGY ISIN: US6410694060 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A Approval of the Annual Review, the Mgmt For For financial statements of Nestle S.A. and the consolidated financial statements of the Nestle Group for 2018 1B Acceptance of the Compensation Report 2018 Mgmt For For (advisory vote) 2 Discharge to the members of the Board of Mgmt For For Directors and of the Management 3 Appropriation of profit resulting from the Mgmt For For balance sheet of Nestle S.A. (proposed dividend) for the financial year 2018 4AA Re-election of the member of the Board of Mgmt For For Director: Mr Paul Bulcke, as member and Chairman 4AB Re-election of the member of the Board of Mgmt For For Director: Mr Ulf Mark Schneider 4AC Re-election of the member of the Board of Mgmt For For Director: Mr Henri de Castries 4AD Re-election of the member of the Board of Mgmt For For Director: Mr Beat W. Hess 4AE Re-election of the member of the Board of Mgmt For For Director: Mr Renato Fassbind 4AF Re-election of the member of the Board of Mgmt For For Director: Ms Ann M. Veneman 4AG Re-election of the member of the Board of Mgmt For For Director: Ms Eva Cheng 4AH Re-election of the member of the Board of Mgmt For For Director: Mr Patrick Aebischer 4AI Re-election of the member of the Board of Mgmt For For Director: Ms Ursula M. Burns 4AJ Re-election of the member of the Board of Mgmt For For Director: Mr Kasper Rorsted 4AK Re-election of the member of the Board of Mgmt For For Director: Mr Pablo Isla 4AL Re-election of the member of the Board of Mgmt For For Director: Ms Kimberly A. Ross 4BA Election to the Board of Director: Mr Dick Mgmt For For Boer 4BB Election to the Board of Director: Mr Mgmt For For Dinesh Paliwal 4CA Election of the member of the Compensation Mgmt For For Committee: Mr Beat W. Hess 4CB Election of the member of the Compensation Mgmt For For Committee: Mr Patrick Aebischer 4CC Election of the member of the Compensation Mgmt For For Committee: Ms Ursula M. Burns 4CD Election of the member of the Compensation Mgmt For For Committee: Mr Pablo Isla 4D Election of the statutory auditors KPMG SA, Mgmt For For Geneva branch 4E Election of the Independent Representative Mgmt For For Hartmann Dreyer, Attorneys-at-law 5A Approval of the compensation of the Board Mgmt For For of Directors 5B Approval of the compensation of the Mgmt For For Executive Board 6 Capital reduction (by cancellation of Mgmt For For shares) 7 In the event of any yet unknown new or Shr Against For modified proposal by a shareholder during the General Meeting, I instruct the Independent Representative to vote as follows. -------------------------------------------------------------------------------------------------------------------------- NEW GOLD INC. Agenda Number: 934956028 -------------------------------------------------------------------------------------------------------------------------- Security: 644535106 Meeting Type: Annual Meeting Date: 24-Apr-2019 Ticker: NGD ISIN: CA6445351068 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 To set the number of Directors at six (6). Mgmt For For 2 DIRECTOR Renaud Adams Mgmt For For Gillian Davidson Mgmt For For James Gowans Mgmt For For M. (Peggy) Mulligan Mgmt For For Ian Pearce Mgmt For For Marilyn Schonberner Mgmt For For 3 Appointment of Deloitte LLP as Auditors of Mgmt For For the Corporation for the ensuing year and authorizing the Directors to fix their remuneration. 4 Considering and, if deemed appropriate, Mgmt For For passing, with or without variation, a non-binding advisory resolution on executive compensation. -------------------------------------------------------------------------------------------------------------------------- NIPPON TELEGRAPH & TELEPHONE CORPORATION Agenda Number: 935035483 -------------------------------------------------------------------------------------------------------------------------- Security: 654624105 Meeting Type: Annual Meeting Date: 25-Jun-2019 Ticker: NTTYY ISIN: US6546241059 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Distribution of Earned Surplus. Mgmt For For 2.1 Election of Member of the Board: Atsuko Oka Mgmt For For 2.2 Election of Member of the Board: Ken Mgmt For For Sakamura 2.3 Election of Member of the Board: Keiko Mgmt For For Takegawa 3.1 Election of Audit & Supervisory Board Mgmt For For Member: Akiko Ide 3.2 Election of Audit & Supervisory Board Mgmt For For Member: Takao Maezawa 3.3 Election of Audit & Supervisory Board Mgmt For For Member: Takashi Iida 3.4 Election of Audit & Supervisory Board Mgmt For For Member: Hideki Kanda 3.5 Election of Audit & Supervisory Board Mgmt For For Member: Kaoru Kashima 4. Removal of Director Akira Shimada Shr Against For (Shareholder Proposal) -------------------------------------------------------------------------------------------------------------------------- NOKIA CORPORATION Agenda Number: 935017423 -------------------------------------------------------------------------------------------------------------------------- Security: 654902204 Meeting Type: Annual Meeting Date: 21-May-2019 Ticker: NOK ISIN: US6549022043 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 7. Adoption of the Annual Accounts Mgmt For For 8. Resolution on the use of the profit shown Mgmt For For on the balance sheet and authorization to the Board of Directors to resolve on the distribution of distributable funds 9. Resolution on the discharge of the members Mgmt For For of the Board of Directors and the President and CEO from liability 10. Resolution on the remuneration to the Mgmt For For members of the Board of Directors 11. Resolution on the number of members of the Mgmt For For Board of Directors 12. DIRECTOR Sari Baldauf Mgmt For For Bruce Brown Mgmt For For Jeanette Horan Mgmt For For Edward Kozel Mgmt For For Elizabeth Nelson Mgmt For For Olivier Piou Mgmt For For Risto Siilasmaa Mgmt For For Soren Skou Mgmt For For Carla Smits-Nusteling Mgmt For For Kari Stadigh Mgmt For For 13. Election of Auditor for the financial year Mgmt For For 2019 14. Election of Auditor for the financial year Mgmt For For 2020 15. Resolution on the remuneration of the Mgmt For For Auditor 16. Authorization to the Board of Directors to Mgmt For For resolve to repurchase the Company's own shares 17. Authorization to the Board of Directors to Mgmt For For resolve to issue shares and special rights entitling to shares -------------------------------------------------------------------------------------------------------------------------- NOVA MEASURING INSTRUMENTS LTD. Agenda Number: 935032627 -------------------------------------------------------------------------------------------------------------------------- Security: M7516K103 Meeting Type: Annual Meeting Date: 17-Jun-2019 Ticker: NVMI ISIN: IL0010845571 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Re-election of Director: Dr. Michael Mgmt For For Brunstein 1b. Re-election of Director: Avi Cohen Mgmt For For 1c. Re-election of Director: Raanan Cohen Mgmt For For 1d. Re-election of Director: Ronnie (Miron) Mgmt For For Kenneth 2. Approval of a compensation policy for the Mgmt For For Company's directors and officers. 2a. Are you a controlling shareholder in the Mgmt Against Company, or have a personal interest in the approval of this Proposal? (Please note: If you do not mark either Yes or No, these Shares will not be voted for Proposal No. 2). Mark "for" = yes or "against" = no. 3. Approval of an amendment to the Mgmt For For equity-based compensation for our directors. 3a. Are you a controlling shareholder in the Mgmt Against Company, or have a personal interest in the approval of this Proposal? (Please note: If you do not mark either Yes or No, these Shares will not be voted for Proposal No. 3 in the event Proposal No. 2 is not approved). Mark "for" = yes or "against" = no. 4. Approval of amendments to the employment Mgmt For For terms of Mr. Eitan Oppenhaim, the President and Chief Executive Officer of the Company. 4a. Are you a controlling shareholder in the Mgmt Against Company, or have a personal interest in the approval of this Proposal? (Please note: If you do not mark either Yes or No, these Shares will not be voted for Proposal No. 4). Mark "for" = yes or "against" = no. 5. Approval of amendments to the articles of Mgmt For For association of the Company. 6. Approval and ratification of the Mgmt For For re-appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young, as the independent auditors of the Company for the period ending at the close of the next annual general meeting. -------------------------------------------------------------------------------------------------------------------------- NOVARTIS AG Agenda Number: 934927003 -------------------------------------------------------------------------------------------------------------------------- Security: 66987V109 Meeting Type: Annual Meeting Date: 28-Feb-2019 Ticker: NVS ISIN: US66987V1098 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Approval of the Operating and Financial Mgmt For For Review of Novartis AG, the Financial Statements of Novartis AG and the Group Consolidated Financial Statements for the 2018 Financial Year 2. Discharge from Liability of the Members of Mgmt For For the Board of Directors and the Executive Committee 3. Appropriation of Available Earnings of Mgmt For For Novartis AG as per Balance Sheet and Declaration of Dividend 4. Reduction of Share Capital Mgmt For For 5. Further Share Repurchase Program Mgmt For For 6. Special Distribution by Way of a Dividend Mgmt For For in Kind to Effect the Spin-off of Alcon Inc. 7a. Votes on Compensation for the Members of Mgmt For For the Board of Directors and the Executive Committee: Binding Vote on the Maximum Aggregate Amount of Compensation for Members of the Board of Directors from the 2019 Annual General Meeting to the 2020 Annual General Meeting 7b. Votes on Compensation for the Members of Mgmt For For the Board of Directors and the Executive Committee: Binding Vote on the Maximum Aggregate Amount of Compensation for Members of the Executive Committee for the next Financial Year, i.e. 2020 7c. Votes on Compensation for the Members of Mgmt For For the Board of Directors and the Executive Committee: Advisory Vote on the 2018 Compensation Report 8a. Re-election of Joerg Reinhardt, Ph.D., and Mgmt For For re-election as Chairman of the Board of Directors (in a single vote) 8b. Re-election of Director: Nancy C. Andrews, Mgmt For For M.D., Ph.D. 8c. Re-election of Director: Ton Buechner Mgmt For For 8d. Re-election of Director: Srikant Datar, Mgmt For For Ph.D. 8e. Re-election of Director: Elizabeth Doherty Mgmt For For 8f. Re-election of Director: Ann Fudge Mgmt For For 8g. Re-election of Director: Frans van Houten Mgmt For For 8h. Re-election of Director: Andreas von Mgmt For For Planta, Ph.D. 8i. Re-election of Director: Charles L. Mgmt For For Sawyers, M.D. 8j. Re-election of Director: Enrico Vanni, Mgmt For For Ph.D. 8k. Re-election of Director: William T. Winters Mgmt For For 8l. Election of Director: Patrice Bula Mgmt For For 9a. Re-election of Srikant Datar, Ph.D., as Mgmt For For member of the Compensation Committee 9b. Re-election of Ann Fudge as member of the Mgmt For For Compensation Committee 9c. Re-election of Enrico Vanni, Ph.D., as Mgmt For For member of the Compensation Committee 9d. Re-election of William T. Winters as member Mgmt For For of the Compensation Committee 9e. Election of Patrice Bula as member of the Mgmt For For Compensation Committee 10. Re-election of the Statutory Auditor Mgmt For For 11. Re-election of the Independent Proxy Mgmt For For 12. General instructions in case of alternative Mgmt Against motions under the agenda items published in the Notice of Annual General Meeting, and/or of motions relating to additional agenda items according to Article 700 paragraph 3 of the Swiss Code of Obligations. -------------------------------------------------------------------------------------------------------------------------- NUTRIEN LTD. (THE "CORPORATION") Agenda Number: 934979874 -------------------------------------------------------------------------------------------------------------------------- Security: 67077M108 Meeting Type: Annual Meeting Date: 09-May-2019 Ticker: NTR ISIN: CA67077M1086 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR Christopher M. Burley Mgmt For For Maura J. Clark Mgmt For For John W. Estey Mgmt For For David C. Everitt Mgmt For For Russell K. Girling Mgmt For For Miranda C. Hubbs Mgmt For For Alice D. Laberge Mgmt For For Consuelo E. Madere Mgmt For For Charles V. Magro Mgmt For For Keith G. Martell Mgmt For For Aaron W. Regent Mgmt For For Mayo M. Schmidt Mgmt For For 2 The re-appointment of KPMG LLP, Chartered Mgmt For For Accountants, as auditor of the Corporation. 3 A non-binding advisory resolution to accept Mgmt For For the Corporation's approach to executive compensation. -------------------------------------------------------------------------------------------------------------------------- NXP SEMICONDUCTORS NV. Agenda Number: 935037425 -------------------------------------------------------------------------------------------------------------------------- Security: N6596X109 Meeting Type: Annual Meeting Date: 17-Jun-2019 Ticker: NXPI ISIN: NL0009538784 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 2.C Adoption of the 2018 statutory annual Mgmt For For accounts 2.D Granting discharge to the executive member Mgmt For For and non-executive members of the Board of Directors for their responsibilities in the financial year 2018 3.A Proposal to re-appoint Mr. Richard L Mgmt For For Clemmer as executive director 3.B Proposal to re-appoint Sir Peter Bonfield Mgmt For For as non-executive director 3.C Proposal to re-appoint Mr. Kenneth A. Mgmt For For Goldman as non-executive director 3.D Proposal to re-appoint Mr. Josef Kaeser as Mgmt For For non-executive director 3.E Proposal to appoint Mrs. Lena Olving as Mgmt For For non-executive director 3.F Proposal to re-appoint Mr. Peter Smitham as Mgmt For For non-executive director 3.G Proposal to re-appoint Ms. Julie Southern Mgmt For For as non-executive director 3.H Proposal to appoint Mrs. Jasmin Staiblin as Mgmt For For non-executive director 3.I Proposal to re-appoint Mr. Gregory Summe as Mgmt For For non-executive director 3.J Proposal to appoint Mr. Karl-Henrik Mgmt For For Sundstrom as non-executive director 4.A Authorization of the Board of Directors to Mgmt For For issue shares or grant rights to acquire shares 4.B Authorization of the Board of Directors to Mgmt For For restrict or exclude pre-emption rights 5. Approval of the NXP 2019 omnibus incentive Mgmt Against Against plan (the "Plan") and approval of the number of shares and rights to acquire shares for award under the Plan 6. Authorization of the Board of Directors to Mgmt Against Against repurchase shares in the Company's capital 7. Authorization of the Board of Directors to Mgmt For For cancel ordinary shares held or to be acquired by the Company 8. Proposal to re-appoint KPMG Accountants Mgmt For For N.V. as the Company's external auditor for fiscal year 2019 -------------------------------------------------------------------------------------------------------------------------- OBSIDIAN ENERGY LTD. Agenda Number: 935016419 -------------------------------------------------------------------------------------------------------------------------- Security: 674482104 Meeting Type: Annual and Special Meeting Date: 05-Jun-2019 Ticker: OBE ISIN: CA6744821043 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 An ordinary resolution to appoint Ernst & Mgmt For For Young LLP, Chartered Accountants, Calgary, Alberta, as auditor of Obsidian Energy for the ensuing year. 2 DIRECTOR John Brydson Mgmt For For Raymond D. Crossley Mgmt For For Michael Faust Mgmt For For William A. Friley Mgmt For For Maureen Cormier Jackson Mgmt For For Edward H. Kernaghan Mgmt For For Stephen Loukas Mgmt For For Gordon Ritchie Mgmt For For 3 Advisory vote approving Obsidian Energy's Mgmt For For approach to executive compensation as more particularly described in the information circular and proxy statement of Obsidian Energy dated April 15, 2019 (the "Information Circular"). 4 A special resolution authorizing the filing Mgmt For For of articles of amendment to consolidate the issued and outstanding common shares of Obsidian Energy on a seven (7) old common shares for one (1) new common share, as more particularly described in the Information Circular. -------------------------------------------------------------------------------------------------------------------------- OPEN TEXT CORPORATION Agenda Number: 934867411 -------------------------------------------------------------------------------------------------------------------------- Security: 683715106 Meeting Type: Annual Meeting Date: 05-Sep-2018 Ticker: OTEX ISIN: CA6837151068 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR P. Thomas Jenkins Mgmt For For Mark J. Barrenechea Mgmt For For Randy Fowlie Mgmt For For David Fraser Mgmt For For Gail E. Hamilton Mgmt For For Stephen J. Sadler Mgmt For For Harmit Singh Mgmt For For Michael Slaunwhite Mgmt For For Katharine B. Stevenson Mgmt For For C. Jurgen Tinggren Mgmt For For Deborah Weinstein Mgmt For For 2 Re-appoint KPMG LLP, Chartered Accountants, Mgmt For For as independent auditors for the Company. 3 The approval of the non-binding Say-on-Pay Mgmt For For Resolution, the full text of which is attached as Schedule "A" to the Circular, with or without variation, on the Company's approach to executive compensation, as more particularly described in the Circular. -------------------------------------------------------------------------------------------------------------------------- ORIX CORPORATION Agenda Number: 935047337 -------------------------------------------------------------------------------------------------------------------------- Security: 686330101 Meeting Type: Annual Meeting Date: 21-Jun-2019 Ticker: IX ISIN: US6863301015 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Makoto Inoue as Director Mgmt For 1b. Election of Yuichi Nishigori as Director Mgmt For 1c. Election of Stan Koyanagi as Director Mgmt For 1d. Election of Shuji Irie as Director Mgmt For 1e. Election of Shoji Taniguchi as Director Mgmt For 1f. Election of Satoru Matsuzaki as Director Mgmt For 1g. Election of Eiko Tsujiyama as Outside Mgmt For Director 1h. Election of Nobuaki Usui as Outside Mgmt For Director 1i. Election of Ryuji Yasuda as Outside Mgmt For Director 1j. Election of Heizo Takenaka as Outside Mgmt For Director 1k. Election of Michael Cusumano as Outside Mgmt For Director 1l. Election of Sakie Akiyama as Outside Mgmt For Director -------------------------------------------------------------------------------------------------------------------------- PAN AMERICAN SILVER CORP. Agenda Number: 934912040 -------------------------------------------------------------------------------------------------------------------------- Security: 697900108 Meeting Type: Special Meeting Date: 08-Jan-2019 Ticker: PAAS ISIN: CA6979001089 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 To consider and, if thought appropriate, to Mgmt For For pass a special resolution approving the increase of the maximum number of common shares (the "Pan American Shares") of Pan American Silver Corp. ("Pan American") that Pan American is authorized to issue from 200,000,000 Pan American Shares to 400,000,000 Pan American Shares. The full text of the special resolution approving this increase in authorized capital (the "Authorized Capital Resolution") is attached as Part I of Schedule B to the accompanying management information circular (the "Circular"). 2 To consider and, if thought appropriate, to Mgmt For For pass an ordinary resolution approving the issuance of up to 72,533,152 Pan American Shares as consideration in respect of an arrangement involving Pan American and Tahoe Resources Inc. ("Tahoe") under the Business Corporations Act (British Columbia), pursuant to which Pan American will acquire all of the issued and outstanding common shares of Tahoe, as more fully described in the accompanying Circular. The full text of the ordinary resolution approving this share issuance (the "Share Issuance Resolution") is attached as Part II of Schedule B to the accompanying Circular. -------------------------------------------------------------------------------------------------------------------------- PAN AMERICAN SILVER CORP. Agenda Number: 934966853 -------------------------------------------------------------------------------------------------------------------------- Security: 697900108 Meeting Type: Annual and Special Meeting Date: 08-May-2019 Ticker: PAAS ISIN: CA6979001089 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR Ross J. Beaty Mgmt For For Michael Steinmann Mgmt For For Michael L. Carroll Mgmt For For Neil de Gelder Mgmt For For Walter T. Segsworth Mgmt For For Gillian D. Winckler Mgmt For For Charles A. Jeannes Mgmt For For C. Kevin McArthur Mgmt For For 2 Appointment of Deloitte LLP as Auditors of Mgmt For For the Corporation for the ensuing year and authorizing the Directors to fix their remuneration. 3 To consider and, if thought appropriate, to Mgmt For For pass an ordinary resolution approving the Corporation's approach to executive compensation, the complete text of which is set out in the information circular for the Meeting. -------------------------------------------------------------------------------------------------------------------------- PARKLAND FUEL CORPORATION Agenda Number: 934965104 -------------------------------------------------------------------------------------------------------------------------- Security: 70137T105 Meeting Type: Annual Meeting Date: 02-May-2019 Ticker: PKIUF ISIN: CA70137T1057 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR John F. Bechtold Mgmt For For Lisa Colnett Mgmt For For Robert Espey Mgmt For For Tim W. Hogarth Mgmt For For Jim Pantelidis Mgmt For For Domenic Pilla Mgmt For For Steven Richardson Mgmt For For David A. Spencer Mgmt For For Deborah Stein Mgmt For For 2 The appointment of PricewaterhouseCoopers Mgmt For For LLP as the auditor of Parkland for the ensuring year and the authorization of the directors to set the auditor's remuneration. 3 To approve the approach to executive Mgmt For For compensation as further described in the Circular. -------------------------------------------------------------------------------------------------------------------------- PARTNER COMMUNICATIONS COMPANY LTD. Agenda Number: 934881649 -------------------------------------------------------------------------------------------------------------------------- Security: 70211M109 Meeting Type: Annual Meeting Date: 28-Oct-2018 Ticker: PTNR ISIN: US70211M1099 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 Approval of the re-appointment of Kesselman Mgmt For For & Kesselman, independent certified public accountants in Israel and a member of PricewaterhouseCoopers International Limited group, as the Company's auditor for the period ending at the close of the next annual general meeting. 4A Approval of the re-election of Mr. Adam Mgmt For For Chesnoff, Mr. Elon Shalev, Mr. Tomer Bar-Zeev, Mr. Sumeet Jaisinghani, Mr. Barak Pridor, Mr. Yoav Rubinstein, Mr. Arieh Saban, Mr. Yehuda Saban, Mr. Arie (Arik) Steinberg and Mr. Ori Yaron and to serve as directors of the Company until the close of the next annual general meeting, unless their office becomes vacant earlier in accordance with the provisions of the Israeli Companies Law and the Company's Articles of Association. 4B (A) Approval of the Compensation of Mr. Mgmt For Adam Chesnoff, Mr. Elon Shalev, Mr. Barak Pridor, Mr. Yoav Rubinstein, Mr. Arieh Saban, Mr. Yehuda Saban and Mr. Ori Yaron and approval and ratification of the Compensation of Mr. Tomer Bar-Zeev and Mr. Sumeet Jaisinghani; (B) approval and ratification of the reimbursement of Reasonable Expenses of each of the directors listed above in clause (A); (C) approval that the directors listed above in clause (A) will continue to benefit from the ...(Due to space limits, see proxy material for full proposal). 4B1 Personal Interest, Controlling Party, Mgmt Against Senior Office Holder or Institutional Investor declaration. MARK "FOR" = YES OR "AGAINST" = NO. 4C (A) approval of the Compensation of Ms. Mgmt For For Osnat Ronen and Mr. Arie Steinberg; (B) approval and ratification of the reimbursement of Reasonable Expenses of Ms. Osnat Ronen and Mr. Arie Steinberg; (C) approval that Ms. Osnat Ronen and Mr. Arie Steinberg will continue to benefit from the Company's existing D&O insurance policy; and (D) approval that Ms. Osnat Ronen and Mr. Arie Steinberg who have indemnification and release letters will continue to benefit from them which will continue in full force and effect. 5A Approval and Ratification of the grant of Mgmt For an indemnification and release letter to Mr. Tomer Bar Zeev. 5A1 Personal Interest, Controlling Party, Mgmt Against Senior Office Holder or Institutional Investor declaration. MARK "FOR" = YES OR "AGAINST" = NO. 5B Approval and Ratification of the grant of Mgmt For an indemnification and release letter to Mr. Sumeet Jaisinghani. 5B1 Personal Interest, Controlling Party, Mgmt Against Senior Office Holder or Institutional Investor declaration. MARK "FOR" = YES OR "AGAINST" = NO. 6 Approval of re-appointment of Mr. Barry Ben Mgmt For Zeev (Woolfson) as an external director (Dahatz) for one additional and final term, approval of his remuneration, and approval that no change is made to his right to benefit from the Company's D&O insurance policy and indemnification and release. 6A Personal Interest, Controlling Party, Mgmt Against Senior Office Holder or Institutional Investor declaration. MARK "FOR" = YES OR "AGAINST" = NO. 7 Approval of a New Equity Incentive Grant to Mgmt For the CEO. 7A Personal Interest, Controlling Party, Mgmt Against Senior Office Holder or Institutional Investor declaration. MARK "FOR" = YES OR "AGAINST" = NO. 8 I declare that my holdings and my vote DO Mgmt For NOT require the consent of the Israeli Minister of Communications pursuant to (i) Sections 21 (Transfer of Means of Control) or 23 (Prohibition of Cross-Ownership) of the Company's General License for the Provision of Mobile Radio Telephone Services using the Cellular Method in Israel dated April 7, 1998, as amended (the "License"); or (ii) any other license granted to Partner, directly or indirectly. MARK "FOR" = DO REQUIRE OR "AGAINST" = DO NOT REQUIRE. -------------------------------------------------------------------------------------------------------------------------- PEMBINA PIPELINE CORPORATION Agenda Number: 934965469 -------------------------------------------------------------------------------------------------------------------------- Security: 706327103 Meeting Type: Special Meeting Date: 25-Jun-2019 Ticker: PBA ISIN: CA7063271034 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR Anne-Marie N. Ainsworth Mgmt For For Michael H. Dilger Mgmt For For Randall J. Findlay Mgmt For For Maureen E. Howe Mgmt For For Gordon J. Kerr Mgmt For For David M.B. LeGresley Mgmt For For Robert B. Michaleski Mgmt For For Leslie A. O'Donoghue Mgmt For For Bruce D. Rubin Mgmt For For Jeffrey T. Smith Mgmt For For Henry W. Sykes Mgmt For For 2 To appoint KPMG LLP, Chartered Professional Mgmt For For Accountants, as the auditors of the Corporation for the ensuing financial year at a remuneration to be fixed by the Board of Directors. 3 To vote on the continuation of the Mgmt For For Corporation's shareholder rights plan, as more particularly described in the accompanying management information circular. 4 To vote on the amendment to the Mgmt For For Corporation's Articles of Incorporation to increase the number of authorized Class A preferred shares, as more particularly described in the accompanying management information circular. 5 To accept the approach to executive Mgmt For For compensation as disclosed in the accompanying management proxy circular. -------------------------------------------------------------------------------------------------------------------------- POSCO Agenda Number: 934932155 -------------------------------------------------------------------------------------------------------------------------- Security: 693483109 Meeting Type: Annual Meeting Date: 15-Mar-2019 Ticker: PKX ISIN: US6934831099 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 Approval of the 51st FY Financial Mgmt For Statements 2.1 Partial Amendments to Articles of Mgmt For Incorporation: Partial Amendments pursuant to the Enactment and Enforcement of the Act titled "Electronic Registration of Stocks, Bonds, etc." 2.2 Partial Amendments to Articles of Mgmt For Incorporation: Appointment of External Auditor 2.3 Partial Amendments to Articles of Mgmt For Incorporation: Vote by Proxy 3.1 Election of Inside Director: Chang, In-Hwa Mgmt For 3.2 Election of Inside Director: Chon, Jung-Son Mgmt For 3.3 Election of Inside Director: Kim, Hag-Dong Mgmt For 3.4 Election of Inside Director: Jeong, Tak Mgmt For 4.1 Election of Outside Director: Kim, Shin-Bae Mgmt For 4.2 Election of Outside Director: Chung, Mgmt For Moon-Ki 4.3 Election of Outside Director: Park, Mgmt For Heui-Jae 5 Election of Audit Committee Member Chung, Mgmt For Moon-Ki 6 Approval on Limit of Total Remuneration for Mgmt For Directors -------------------------------------------------------------------------------------------------------------------------- PRETIUM RESOURCES INC. Agenda Number: 934981134 -------------------------------------------------------------------------------------------------------------------------- Security: 74139C102 Meeting Type: Annual and Special Meeting Date: 02-May-2019 Ticker: PVG ISIN: CA74139C1023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 To set the Number of Directors at seven Mgmt For For (7). 2 DIRECTOR ROBERT A. QUARTERMAIN Mgmt For For JOSEPH J. OVSENEK Mgmt For For GEORGE PASPALAS Mgmt For For PETER BIRKEY Mgmt For For DAVID SMITH Mgmt For For FAHEEM TEJANI Mgmt For For ROBIN BIENENSTOCK Mgmt For For 3 To appoint PRICEWATERHOUSECOOPERS LLP as Mgmt For For Auditors of the Company for the ensuing year and to authorize the Directors to fix their remuneration. 4 To authorize and approve the Company's Mgmt For For Incentive Stock Option Plan, including the amendments thereto, and the unallocated options issuable thereunder. 5 To authorize and approve the Company's Mgmt For For Restricted Share Unit Plan, including the amendments thereto, and the unallocated units issuable thereunder. 6 To authorize and approve the amendments to Mgmt For For the Articles and, as applicable, Notice of Articles of the Company to increase the quorum requirement for meetings of shareholders and to delete preferred shares from the Company's share capital. 7 To authorize and approve a non-binding Mgmt For For advisory resolution accepting the Company's approach to executive compensation. -------------------------------------------------------------------------------------------------------------------------- PROQR THERAPEUTICS NV Agenda Number: 935012930 -------------------------------------------------------------------------------------------------------------------------- Security: N71542109 Meeting Type: Annual Meeting Date: 21-May-2019 Ticker: PRQR ISIN: NL0010872495 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 4 Adoption of the annual accounts, including Mgmt For For the appropriation of net result,for the financial year 2018 5 Release from liability of the members of Mgmt For For the Management Board with respect to the performance of their management during the financial year 2018 6 Release from liability of the members of Mgmt For For the Supervisory Board with respect to the performance of their supervision during the financial year 2018 7i Appointment of new Supervisory Board member Mgmt For For Theresa Heggie 7ii Appointment of new Supervisory Board member Mgmt For For Bart Filius 8 Amendment compensation policy Management Mgmt Against Against Board 9 Amendment compensation principles Mgmt Against Against Supervisory Board 10 Appointment Deloitte Accountants B.V. as Mgmt For For the Company's external auditor for the financial year 2020 11 Authorization of the Management Board to Mgmt Against Against acquire ordinary shares in the capital of the Company -------------------------------------------------------------------------------------------------------------------------- QIAGEN N.V. Agenda Number: 935037792 -------------------------------------------------------------------------------------------------------------------------- Security: N72482123 Meeting Type: Annual Meeting Date: 17-Jun-2019 Ticker: QGEN ISIN: NL0012169213 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Proposal to adopt the Annual Accounts for Mgmt For For the year ended December 31, 2018 ("Calendar Year 2018"). 2. Proposal to discharge from liability the Mgmt For For Managing Directors for the performance of their duties during Calendar Year 2018. 3. Proposal to discharge from liability the Mgmt For For Supervisory Directors for the performance of their duties during Calendar Year 2018. 4a. Reappointment of the Supervisory Director: Mgmt For For Mr. Stephane Bancel 4b. Reappointment of the Supervisory Director: Mgmt For For Dr. Hakan Bjorklund 4c. Reappointment of the Supervisory Director: Mgmt For For Dr. Metin Colpan 4d. Reappointment of the Supervisory Director: Mgmt For For Prof. Dr. Ross L. Levine 4e. Reappointment of the Supervisory Director: Mgmt For For Prof. Dr. Elaine Mardis 4f. Reappointment of the Supervisory Director: Mgmt For For Mr. Lawrence A. Rosen 4g. Reappointment of the Supervisory Director: Mgmt For For Ms. Elizabeth E. Tallett 5a. Reappointment of the Managing Director: Mr. Mgmt For For Peer Schatz 5b. Reappointment of the Managing Director: Mr. Mgmt For For Roland Sackers 6. Proposal to reappoint KPMG Accountants N.V. Mgmt For For as auditors of the Company for the calendar year ending December 31, 2019. 7a. Proposal to authorize the Supervisory Mgmt For For Board, until December 17, 2020 to: Issue a number of Common Shares and financing preference shares and grant rights to subscribe for such shares of up to 50% of the aggregate par value of all shares issued and outstanding. 7b. Proposal to authorize the Supervisory Mgmt For For Board, until December 17, 2020 to: Restrict or exclude the pre-emptive rights with respect to issuing Common Shares or granting subscription rights of up to 10% of the aggregate par value of all shares issued and outstanding. 7c. Proposal to authorize the Supervisory Mgmt Against Against Board, until December 17, 2020 to: Solely for the purpose of strategic transactions such as mergers, acquisitions or strategic alliances, to restrict or exclude the pre-emptive rights with respect to issuing additional Common Shares or granting subscription rights of up to 10% of the aggregate par value of all shares issued and outstanding. 8. Proposal to authorize the Managing Board, Mgmt For For until December 17, 2020, to acquire shares in the Company's own share capital. 9. Resolution to amend the Company's Articles Mgmt For For of Association. -------------------------------------------------------------------------------------------------------------------------- RESTAURANT BRANDS INTERNATIONAL INC. Agenda Number: 935015948 -------------------------------------------------------------------------------------------------------------------------- Security: 76131D103 Meeting Type: Annual Meeting Date: 11-Jun-2019 Ticker: QSR ISIN: CA76131D1033 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Alexandre Behring Mgmt For For Marc Caira Mgmt For For Joao M. Castro-Neves Mgmt For For Martin E. Franklin Mgmt Withheld Against Paul J. Fribourg Mgmt Withheld Against Neil Golden Mgmt For For Ali Hedayat Mgmt Withheld Against Golnar Khosrowshahi Mgmt For For Daniel S. Schwartz Mgmt For For Carlos Alberto Sicupira Mgmt For For Roberto Moses T. Motta Mgmt For For Alexandre Van Damme Mgmt For For 2. Approve an, on a non-binding advisory Mgmt For For basis, of the compensation paid to named executive officers. 3. Appoint KPMG LLP as our auditors to serve Mgmt Abstain Against until the close of the 2020 Annual Meeting of Shareholders and authorize our directors to fix the auditors' remuneration. 4. Consider a shareholder proposal to report Shr For Against on Restaurant Brands International Inc.'s minimum requirements and standards related to workforce practices. 5. Consider a shareholder proposal to issue an Shr For Against annual report to investors regarding supply chain impacts on deforestation. 6. Consider a shareholder proposal to develop Shr For Against a comprehensive policy on plastic pollution and sustainable packaging and issue a report to investors. -------------------------------------------------------------------------------------------------------------------------- ROYAL BANK OF CANADA Agenda Number: 934935151 -------------------------------------------------------------------------------------------------------------------------- Security: 780087102 Meeting Type: Annual Meeting Date: 04-Apr-2019 Ticker: RY ISIN: CA7800871021 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR A.A. CHISHOLM Mgmt For For J. COTE Mgmt For For T.N. DARUVALA Mgmt For For D.F. DENISON Mgmt For For A.D. LABERGE Mgmt For For M.H. MCCAIN Mgmt For For D. MCKAY Mgmt For For H. MUNROE-BLUM Mgmt For For K. TAYLOR Mgmt For For B.A. VAN KRALINGEN Mgmt For For T. VANDAL Mgmt For For J. YABUKI Mgmt For For 2 APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP Mgmt For For AS AUDITOR 3 ADVISORY VOTE ON THE BANK'S APPROACH TO Mgmt For For EXECUTIVE COMPENSATION 4 SHAREHOLDER PROPOSAL NO. 1 Shr Against For 5 SHAREHOLDER PROPOSAL NO. 2 Shr Against For -------------------------------------------------------------------------------------------------------------------------- ROYAL DUTCH SHELL PLC Agenda Number: 935000416 -------------------------------------------------------------------------------------------------------------------------- Security: 780259206 Meeting Type: Annual Meeting Date: 21-May-2019 Ticker: RDSA ISIN: US7802592060 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Receipt of Annual Report & Accounts Mgmt For For 2. Approval of Directors' Remuneration Report Mgmt For For 3. Appointment of Neil Carson as a Director of Mgmt For For the Company 4. Reappointment of Director: Ben van Beurden Mgmt For For 5. Reappointment of Director: Ann Godbehere Mgmt For For 6. Reappointment of Director: Euleen Goh Mgmt For For 7. Reappointment of Director: Charles O. Mgmt For For Holliday 8. Reappointment of Director: Catherine Hughes Mgmt For For 9. Reappointment of Director: Gerard Mgmt For For Kleisterlee 10. Reappointment of Director: Roberto Setubal Mgmt For For 11. Reappointment of Director: Sir Nigel Mgmt For For Sheinwald 12. Reappointment of Director: Linda G. Stuntz Mgmt For For 13. Reappointment of Director: Jessica Uhl Mgmt For For 14. Reappointment of Director: Gerrit Zalm Mgmt For For 15. Reappointment of Auditors Mgmt For For 16. Remuneration of Auditors Mgmt For For 17. Authority to allot shares Mgmt For For 18. Disapplication of pre-emption rights Mgmt For For (Special Resolution) 19. Adoption of new Articles of Association Mgmt For For (Special Resolution) 20. Authority to purchase own shares (Special Mgmt For For Resolution) 21. Authority to make certain donations and Mgmt For For incur expenditure 22. Shareholder resolution (Special Resolution) Shr Against For -------------------------------------------------------------------------------------------------------------------------- RYANAIR HOLDINGS, PLC Agenda Number: 934869908 -------------------------------------------------------------------------------------------------------------------------- Security: 783513203 Meeting Type: Annual Meeting Date: 20-Sep-2018 Ticker: RYAAY ISIN: US7835132033 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Consideration of Financial Statements and Mgmt For For Reports 2. Consideration of the Remuneration Report Mgmt For For 3a. Election of Director: David Bonderman Mgmt Against Against 3b. Election of Director: Michael Cawley Mgmt Against Against 3c. Election of Director: Stan McCarthy Mgmt For For 3d. Election of Director: Kyran McLaughlin Mgmt Against Against 3e. Election of Director: Howard Millar Mgmt Against Against 3f. Election of Director: Dick Milliken Mgmt For For 3g. Election of Director: Michael O'Brien Mgmt For For 3h. Election of Director: Michael O'Leary Mgmt For For 3i. Election of Director: Julie O'Neill Mgmt For For 3j. Election of Director: Louise Phelan Mgmt For For 3k. Election of Director: Emer Daly Mgmt For For 3l. Election of Director: Roisin Brennan Mgmt For For 4. Directors' Authority to fix the Auditors' Mgmt For For Remuneration 5. Directors' Authority to allot Ordinary Mgmt For For Shares 6. Disapplication of Statutory Pre-emption Mgmt For For Rights 7. Authority to Repurchase Ordinary Shares 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 For 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 -------------------------------------------------------------------------------------------------------------------------- SEABRIDGE GOLD INC. Agenda Number: 935036132 -------------------------------------------------------------------------------------------------------------------------- Security: 811916105 Meeting Type: Annual Meeting Date: 26-Jun-2019 Ticker: SA ISIN: CA8119161054 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 To fix the number of Directors of the Mgmt For For Corporation at nine (9). 2 DIRECTOR A. Frederick Banfield Mgmt For For Rudi P. Fronk Mgmt For For Eliseo Gonzalez-Urien Mgmt For For Richard C. Kraus Mgmt For For Jay S. Layman Mgmt For For Melanie Miller Mgmt For For Clem Pelletier Mgmt For For John W. Sabine Mgmt For For Gary A. Sugar Mgmt For For 3 To appoint KPMG LLP, Chartered Accountants, Mgmt For For as Auditors of the Corporation for the ensuing year. 4 To authorize the Directors to fix the Mgmt For For remuneration to be paid to the auditors. 5 To approve an amendment to the Mgmt Against Against Corporation's Restricted Share Unit Plan ("RSU Plan") to make directors eligible to receive awards of RSUs. 6 To approve amendments to the Corporation's Mgmt Against Against Stock Option Plan and RSU Plan (the "Plans") to reserve a maximum number of shares issuable under both Plans combined which can be used for grants under either one of the Plans and to increase the number of shares reserved for issue under the Plans (but not issued), collectively, by 800,000 shares. 7 To approve, by a majority of disinterested Mgmt Against Against shareholders, the grants of 408,000 stock options to directors of the Corporation. 8 To approve, by a majority of disinterested Mgmt Against Against shareholders, the proposed grant of 50,000 options to the new director, subject to her election as a director. 9 To transact such other business as may Mgmt Against Against properly come before the Meeting. -------------------------------------------------------------------------------------------------------------------------- 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 For For 1d. Election of Director: Judy Bruner Mgmt For For 1e. Election of Director: Michael R. Cannon Mgmt For For 1f. Election of Director: William T. Coleman Mgmt For For 1g. Election of Director: Jay L. Geldmacher Mgmt For For 1h. Election of Director: Dylan Haggart Mgmt For For 1i. Election of Director: Stephanie Tilenius Mgmt For For 1j. Election of Director: Edward J. Zander Mgmt For For 2. Approve, in an advisory, non-binding vote, Mgmt For For 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). -------------------------------------------------------------------------------------------------------------------------- SEQUANS COMMUNICATIONS Agenda Number: 935039722 -------------------------------------------------------------------------------------------------------------------------- Security: 817323108 Meeting Type: Annual Meeting Date: 28-Jun-2019 Ticker: SQNS ISIN: US8173231080 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management O1 Approval of the statutory financial Mgmt For For statements for the year ended December 31, 2018 O2 Approval of the consolidated accounts for Mgmt For For the year ended December 31, 2018 O3 Appropriation of net loss for the year Mgmt For For ended December 31, 2018 O4 Agreements within the scope of Article L. Mgmt For For 225-38 of the French Commercial Code O5 Approval of the compensation plan for Mgmt For For non-executive directors O6 Renewal of Mr. Alok Sharma as director Mgmt Against Against O7 Renewal of Mr. Dominique Pitteloud as Mgmt Against Against director O8 Renewal of Mr. Richard Nottenburg as Mgmt Against Against director E9 Decision within the scope of Article L. Mgmt For For 225-248 of the French Commercial Code E10 Subject to the condition precedents that Mgmt Against Against the renewal of Messrs. ...(due to space limits, see proxy material for full proposal). E11 Authorization granted to the Board of Mgmt Against Against Directors to grant stock subscription options to employees and management of the Company and of its subsidiaries, and renunciation of shareholders' preemptive subscription rights in favor of the beneficiaries of such options; conditions attached to such authorization; powers to be granted to the Board of Directors E12 Authorization granted to the Board of Mgmt For For Directors to issue stock subscription warrants ("warrants"), and revocation of shareholders' preemptive subscription rights in favor of the holders of such warrants; conditions attached to such authorization; powers to be granted to the Board of Directors E13 Authorization granted to the Board of Mgmt Against Against Directors to issue restricted free shares to employees and management of the Company and of its subsidiaries, and revocation of shareholders' preemptive subscription rights in favor of the holders of such restricted free shares; conditions attached to such authorization; powers to be granted to the Board of Directors E14 Setting an overall ceiling of 5,000,000 for Mgmt For For issues of stock subscription options, stock warrants and restricted free shares. E15 Authority delegated to the Board of Mgmt Against Against Directors to carry out a ...(due to space limits, see proxy material for full proposal). E16 Authority delegated to the Board of Mgmt Against Against Directors to carry out a ...(due to space limits, see proxy material for full proposal). E17 Authority to be delegated to the Board of Mgmt For For Directors to proceed to a reverse stock split, with terms and timing to be decided by the Board of Directors E18 Authority to be delegated to the Board of Mgmt For For Directors to proceed to an incorporation of losses into capital, in the event that increases in equity make such an incorporation possible E19 Authority to be delegated to the Board of Mgmt For Against Directors to decide to increase stated capital by issuing shares reserved for employees and revocation of preemptive subscription rights in favor of such employees E20 Powers and formalities Mgmt For For -------------------------------------------------------------------------------------------------------------------------- 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 For For 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 For For 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. -------------------------------------------------------------------------------------------------------------------------- SIEMENS AG Agenda Number: 934920441 -------------------------------------------------------------------------------------------------------------------------- Security: 826197501 Meeting Type: Annual Meeting Date: 30-Jan-2019 Ticker: SIEGY ISIN: US8261975010 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 2. Appropriation of net income Mgmt For For 3a. Ratification of the acts of the Managing Mgmt For For Board: J. Kaeser 3b. Ratification of the acts of the Managing Mgmt For For Board: R. Busch 3c. Ratification of the acts of the Managing Mgmt For For Board: L. Davis 3d. Ratification of the acts of the Managing Mgmt For For Board: K. Helmrich 3e. Ratification of the acts of the Managing Mgmt For For Board: J. Kugel 3f. Ratification of the acts of the Managing Mgmt For For Board: C. Neike 3g. Ratification of the acts of the Managing Mgmt For For Board: M. Sen 3h. Ratification of the acts of the Managing Mgmt For For Board: R. P. Thomas 4a. Ratification of the acts of the Supervisory Mgmt For For Board: J. H. Snabe 4b. Ratification of the acts of the Supervisory Mgmt For For Board: B. Steinborn 4c. Ratification of the acts of the Supervisory Mgmt For For Board: W. Wenning 4d. Ratification of the acts of the Supervisory Mgmt For For Board: O. Bolduan (until January 31, 2018) 4e. Ratification of the acts of the Supervisory Mgmt For For Board: W. Brandt (since January 31, 2018) 4f. Ratification of the acts of the Supervisory Mgmt For For Board: G. Cromme (until January 31, 2018) 4g. Ratification of the acts of the Supervisory Mgmt For For Board: M. Diekmann 4h. Ratification of the acts of the Supervisory Mgmt For For Board: A. Fehrmann (since January 31, 2018) 4i. Ratification of the acts of the Supervisory Mgmt For For Board: H. M. Gaul (until January 31, 2018) 4j. Ratification of the acts of the Supervisory Mgmt For For Board: R. Hahn 4k. Ratification of the acts of the Supervisory Mgmt For For Board: B. Haller 4l. Ratification of the acts of the Supervisory Mgmt For For Board: R. Kensbock 4m. Ratification of the acts of the Supervisory Mgmt For For Board: H. Kern 4n. Ratification of the acts of the Supervisory Mgmt For For Board: J. Kerner 4o. Ratification of the acts of the Supervisory Mgmt For For Board: N. Leibinger-Kammuller 4p. Ratification of the acts of the Supervisory Mgmt For For Board: G. Mestrallet (until January 31, 2018) 4q. Ratification of the acts of the Supervisory Mgmt For For Board: B. Potier (since January 31, 2018) 4r. Ratification of the acts of the Supervisory Mgmt For For Board: N. Reithofer 4s. Ratification of the acts of the Supervisory Mgmt For For Board: G. Sabanci (until January 31, 2018) 4t. Ratification of the acts of the Supervisory Mgmt For For Board: D. N. T. Shafik (since January 31, 2018) 4u. Ratification of the acts of the Supervisory Mgmt For For Board: N. von Siemens 4v. Ratification of the acts of the Supervisory Mgmt For For Board: M. Sigmund 4w. Ratification of the acts of the Supervisory Mgmt For For Board: D. Simon 4x. Ratification of the acts of the Supervisory Mgmt For For Board: S. Wankel (until January 31, 2018) 4y. Ratification of the acts of the Supervisory Mgmt For For Board: M. Zachert (since January 31, 2018) 4z. Ratification of the acts of the Supervisory Mgmt For For Board: G. Zukunft (since January 31, 2018) 5. Appointment of independent auditors Mgmt For For 6. Authorized Capital 2019 Mgmt For For 7. Convertible Bonds and/or Warrant Bonds and Mgmt For For Conditional Capital 2019 8. Control and Profit-and-Loss Transfer Mgmt For For Agreement with a Subsidiary -------------------------------------------------------------------------------------------------------------------------- SIERRA WIRELESS, INC. Agenda Number: 935008967 -------------------------------------------------------------------------------------------------------------------------- Security: 826516106 Meeting Type: Annual Meeting Date: 23-May-2019 Ticker: SWIR ISIN: CA8265161064 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR Gregory D. Aasen Mgmt For For Robin A. Abrams Mgmt For For Paul G. Cataford Mgmt For For Joy Chik Mgmt For For Russell N. Jones Mgmt For For Thomas Sieber Mgmt For For Kent P. Thexton Mgmt For For 2 Appointment of Ernst and Young 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 consider and, if deemed advisable, Mgmt For For approve an advisory resolution to accept the Corporation's approach to executive compensation. -------------------------------------------------------------------------------------------------------------------------- SK TELECOM CO., LTD. Agenda Number: 934935062 -------------------------------------------------------------------------------------------------------------------------- Security: 78440P108 Meeting Type: Annual Meeting Date: 26-Mar-2019 Ticker: SKM ISIN: US78440P1084 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Approval of Financial Statements for the Mgmt For 35th Fiscal Year (2018) 2. Amendments to the Articles of Mgmt For Incorporation. 3. Ratification of Stock Option Grant (Non-BOD Mgmt For members) 4. Stock Option Grant (BOD member) Mgmt For 5. Approval of the Appointment of an Mgmt For Independent Non-Executive Director Candidate: Kim, Seok-Dong 6. Approval of the Appointment of a Member of Mgmt For the Audit Committee Candidate: Kim, Seok-Dong 7. Approval of Ceiling Amount of the Mgmt For Remuneration for Directors *Proposed Ceiling Amount of the Remuneration for 8 Directors is KRW 12 billion. -------------------------------------------------------------------------------------------------------------------------- SMITH & NEPHEW PLC Agenda Number: 934935290 -------------------------------------------------------------------------------------------------------------------------- Security: 83175M205 Meeting Type: Annual Meeting Date: 11-Apr-2019 Ticker: SNN ISIN: US83175M2052 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management O1 To receive the audited accounts. Mgmt For For O2 To approve the Directors' Remuneration Mgmt For For Report (excluding policy) O3 To declare a final dividend. Mgmt For For O4 Election/Re-Election of Director: Graham Mgmt For For Baker O5 Election/Re-Election of Director: Vinita Mgmt For For Bali O6 Election/Re-Election of Director: The Rt. Mgmt For For Hon Baroness Virginia Bottomley O7 Election/Re-Election of Director: Roland Mgmt For For Diggelmann O8 Election/Re-Election of Director: Erik Mgmt For For Engstrom O9 Election/Re-Election of Director: Robin Mgmt For For Freestone O10 Election/Re-Election of Director: Namal Mgmt For For Nawana O11 Election/Re-Election of Director: Marc Owen Mgmt For For O12 Election/Re-Election of Director: Angie Mgmt For For Risley O13 Election/Re-Election of Director: Roberto Mgmt For For Quarta O14 To re-appoint the Auditor. Mgmt For For O15 To authorise the Directors to determine the Mgmt For For remuneration of the Auditor. O16 To renew the Directors' authority to allot Mgmt For For shares. S17 To renew the Directors' authority for the Mgmt For For disapplication of the pre-emption rights. S18 To renew the Directors' limited authority Mgmt For For to make market purchases of the Company's own shares. S19 To authorise general meetings to be held on Mgmt For For 14 clear days' notice. S20 To adopt new Articles of Association. Mgmt For For -------------------------------------------------------------------------------------------------------------------------- SONY CORPORATION Agenda Number: 935025189 -------------------------------------------------------------------------------------------------------------------------- Security: 835699307 Meeting Type: Annual Meeting Date: 18-Jun-2019 Ticker: SNE ISIN: US8356993076 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Kenichiro Yoshida Mgmt For For 1b. Election of Director: Hiroki Totoki Mgmt For For 1c. Election of Director: Shuzo Sumi Mgmt For For 1d. Election of Director: Tim Schaaff Mgmt For For 1e. Election of Director: Kazuo Matsunaga Mgmt For For 1f. Election of Director: Koichi Miyata Mgmt For For 1g. Election of Director: John V. Roos Mgmt For For 1h. Election of Director: Eriko Sakurai Mgmt For For 1i. Election of Director: Kunihito Minakawa Mgmt For For 1j. Election of Director: Toshiko Oka Mgmt For For 1k. Election of Director: Sakie Akiyama Mgmt For For 1l. Election of Director: Wendy Becker Mgmt For For 1m. Election of Director: Yoshihiko Hatanaka Mgmt For For 2. To issue Stock Acquisition Rights for the Mgmt For For purpose of granting stock options. -------------------------------------------------------------------------------------------------------------------------- SPARK NEW ZEALAND LTD. Agenda Number: 934888059 -------------------------------------------------------------------------------------------------------------------------- Security: 84652A102 Meeting Type: Annual Meeting Date: 02-Nov-2018 Ticker: SPKKY ISIN: US84652A1025 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 Auditor's remuneration: That the directors Mgmt For For of Spark are authorised to fix the auditor's remuneration. 2 Re-election of Ms Alison Barrass: That Ms Mgmt For For Alison Barrass is re-elected as a director of Spark. 3 Re-election of Mr Ido Leffler: That Mr Ido Mgmt For For Leffler is re-elected as a director of Spark. 4 Election of Ms Pip Greenwood: That Ms Pip Mgmt For For Greenwood is elected as a director of Spark. -------------------------------------------------------------------------------------------------------------------------- STRATASYS LTD Agenda Number: 934868019 -------------------------------------------------------------------------------------------------------------------------- Security: M85548101 Meeting Type: Annual Meeting Date: 04-Oct-2018 Ticker: SSYS ISIN: IL0011267213 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Re-election of director: Elchanan Jaglom Mgmt For For 1b. Re-election of director: S. Scott Crump Mgmt For For 1c. Re-election of director: Victor Leventhal Mgmt For For 1d. Re-election of director: John J. McEleney Mgmt For For 1e. Re-election of director: Dov Ofer Mgmt For For 1f. Re-election of director: Ziva Patir Mgmt For For 1g. Re-election of director: David Reis Mgmt For For 1h. Re-election of director: Yair Seroussi Mgmt For For 1i. Re-election of director: Adina Shorr Mgmt For For 2. Approval of simultaneous service on an Mgmt For For interim basis by Chairman of the Board Elchanan Jaglom as the Company's CEO. 2A. The undersigned confirms it does not have a Mgmt For conflict of interest (referred to as a personal interest under the Companies Law, as described in the accompanying proxy statement) in the approval of Proposal 2. If you do not vote "For" or "Against" you vote on proposal 2 will not be counted. 3. Approval of additional compensation for Mgmt Against Against each of David Reis (Vice Chairman and Executive Director) and Dov Ofer (director) for service on oversight committee of the Board 4. Approval of bonus for S. Scott Crump Mgmt Against Against (Chairman of Executive Committee and CIO) in respect of (i) 2017 year and (ii) service on oversight committee of the Board 5. Approval of renewal of the Company's Mgmt Against Against Compensation Policy for executive officers and directors (including parameters for director & officer liability insurance coverage) 5A. The undersigned confirms it does not have a Mgmt For conflict of interest (referred to as a personal interest under the Companies Law) in the approval of Proposal 5 If you do not vote "For" or "Against" you vote on proposal 5 will not be counted. 6. Approval of renewal of director & officer Mgmt For For liability insurance policy (not to be voted upon if Proposal 5 is approved) 7. Reappointment of Kesselman & Kesselman, a Mgmt For For member of PricewaterhouseCoopers International Limited, as the Company's independent auditors for the year ending December 31, 2018 -------------------------------------------------------------------------------------------------------------------------- STRONGBRIDGE BIOPHARMA PLC Agenda Number: 934997529 -------------------------------------------------------------------------------------------------------------------------- Security: G85347105 Meeting Type: Annual Meeting Date: 15-May-2019 Ticker: SBBP ISIN: IE00BYZ5XL97 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Re-Election of Class I Director: Marten Mgmt For For Steen 1.2 Re-Election of Class I Director: Hilde Mgmt For For Steineger 2. To ratify, in a non-binding vote, the Mgmt For For selection of Ernst & Young as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019 and authorize, in a binding vote, the Board of Directors, acting through its Audit Committee, to determine the remuneration of the auditors. -------------------------------------------------------------------------------------------------------------------------- SUMMIT THERAPEUTICS PLC Agenda Number: 934915692 -------------------------------------------------------------------------------------------------------------------------- Security: 86627R102 Meeting Type: Annual Meeting Date: 04-Jan-2019 Ticker: SMMT ISIN: US86627R1023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Ordinary resolution: To authorise the Mgmt For For Directors to issue and allot ordinary shares of pound 0.01 each in the capital of the Company ("Shares") 2. Special resolution: To approve the Mgmt For For allotment of the Shares without the making of a pre-emptive offer to shareholders 3. Ordinary resolution: To approve the waiver Mgmt For For of Rule 9 of the Takeover Code -------------------------------------------------------------------------------------------------------------------------- SUN LIFE FINANCIAL INC. Agenda Number: 934962184 -------------------------------------------------------------------------------------------------------------------------- Security: 866796105 Meeting Type: Annual Meeting Date: 09-May-2019 Ticker: SLF ISIN: CA8667961053 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR WILLIAM D. ANDERSON Mgmt For For DEAN A. CONNOR Mgmt For For STEPHANIE L. COYLES Mgmt For For MARTIN J. G. GLYNN Mgmt For For ASHOK K. GUPTA Mgmt For For M. MARIANNE HARRIS Mgmt For For SARA GROOTWASSINK LEWIS Mgmt For For JAMES M. PECK Mgmt For For SCOTT F. POWERS Mgmt For For HUGH D. SEGAL Mgmt For For BARBARA G. STYMIEST Mgmt For For 2 APPOINTMENT OF DELOITTE LLP AS AUDITOR. Mgmt For For 3 NON-BINDING ADVISORY VOTE ON APPROACH TO Mgmt For For EXECUTIVE COMPENSATION. -------------------------------------------------------------------------------------------------------------------------- SUNOPTA INC. Agenda Number: 934992860 -------------------------------------------------------------------------------------------------------------------------- Security: 8676EP108 Meeting Type: Annual Meeting Date: 30-May-2019 Ticker: STKL ISIN: CA8676EP1086 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Margaret Shan Atkins Mgmt For For 1b. Election of Director: Dr. Albert Bolles Mgmt For For 1c. Election of Director: Derek Briffett Mgmt For For 1d. Election of Director: Joseph D. Ennen Mgmt For For 1e. Election of Director: Michael Detlefsen Mgmt For For 1f. Election of Director: R. Dean Hollis Mgmt For For 1g. Election of Director: Katrina Houde Mgmt For For 1h. Election of Director: Brendan Springstubb Mgmt For For 2. Appointment of Ernst & Young LLP Mgmt For For 3. Advisory Vote to Approve Named Executive Mgmt For For Officer Compensation 4. Vote to Approve Amended 2013 Stock Mgmt For For Incentive Plan 5. Vote to Reconfirm Amended and Restated Mgmt For For Shareholder Rights Plan -------------------------------------------------------------------------------------------------------------------------- TALEND S.A. Agenda Number: 935049420 -------------------------------------------------------------------------------------------------------------------------- Security: 874224207 Meeting Type: Annual Meeting Date: 25-Jun-2019 Ticker: TLND ISIN: US8742242071 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management O1 To renew the term of office of Mr. Michael Mgmt For For Tuchen O2 To renew the term of office of Mr. John Mgmt For For Brennan O3 To renew the term of office of Mr. Thierry Mgmt Against Against Sommelet O4 To renew the term of office of Mr. Steve Mgmt For For Singh O5 To renew the term of office of Ms. Nora Mgmt For For Denzel O6 To approve, on an advisory basis, the Mgmt For For compensation of our named executive officers O7 To recommend, on an advisory basis, to hold Mgmt For For an advisory vote to approve the compensation for the named executive officers of the Company every year O8 To recommend, on an advisory basis, to hold Mgmt Against For an advisory vote to approve the compensation for the named executive officers of the Company every two years O9 To recommend, on an advisory basis, to hold Mgmt Against For an advisory vote to approve the compensation for the named executive officers of the Company every three years O10 To approve the statutory financial Mgmt For For statements for the year ended December 31, 2018; discharge of directors and statutory auditors O11 To allocate earnings for the year ended Mgmt For For December 31, 2018 O12 To approve the consolidated financial Mgmt For For statements for the year ended December 31, 2018 O13 To review the agreements described under Mgmt For For articles L. 225-38 et seq. of the French Commercial Code E14 To amend the quorum requirements for Mgmt For For meetings of the shareholders - corresponding amendment to article 20 of the By-laws E15 To delegate authority to the Board of Mgmt For For Directors to increase the ...(due to space limits, see proxy material for full proposal). E16 To delegate authority to the Board of Mgmt Against Against Directors to increase the ...(due to space limits, see proxy material for full proposal). E17 To delegate authority to the Board of Mgmt Against Against Directors to increase the ...(due to space limits, see proxy material for full proposal). E18 To delegate authority to the Board of Mgmt Against Against Directors to increase the number of securities to be issued as a result of a share capital increase pursuant to the delegations in Proposal Nos. 15 to 17 above, with or without shareholders' preferential subscription rights E19 To approve the overall limits on the amount Mgmt For For of ordinary shares to be issued pursuant to the delegations in Proposal Nos. 15 to 18 above E20 To delegate authority to the board of Mgmt Against Against directors to carry out ...(due to space limits, see proxy material for full proposal). E21 To delegate authority to the board of Mgmt Against Against directors to issue ...(due to space limits, see proxy material for full proposal). E22 To limit the amount of issues under Mgmt For For Proposal Nos. 20 and 21 E23 To delegate authority to the board of Mgmt For For directors to increase the ...(due to space limits, see proxy material for full proposal). E24 To delegate authority to the board of Mgmt For For directors to increase the ...(due to space limits, see proxy material for full proposal). E25 To delegate authority to the board of Mgmt For For directors to increase the ...(due to space limits, see proxy material for full proposal). E26 To limit the amount of the issuances Mgmt For For implemented under Proposal Nos. 23, 24 and 25 -------------------------------------------------------------------------------------------------------------------------- TDK CORPORATION Agenda Number: 935048303 -------------------------------------------------------------------------------------------------------------------------- Security: 872351408 Meeting Type: Annual Meeting Date: 27-Jun-2019 Ticker: TTDKY ISIN: US8723514084 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Appropriation of Retained Earnings Mgmt For 2.1 Election of Director: Shigenao Ishiguro Mgmt For (Representative Director) 2.2 Election of Director: Tetsuji Yamanishi Mgmt For (Representative Director) 2.3 Election of Director: Makoto Sumita Mgmt For 2.4 Election of Director: Seiji Osaka Mgmt For 2.5 Election of Director: Kazumasa Yoshida Mgmt For (Outside Director) 2.6 Election of Director: Kazuhiko Ishimura Mgmt For (Outside Director) 2.7 Election of Director: Kazunori Yagi Mgmt For (Outside Director) 3.1 Election of Audit & Supervisory Board Mgmt For Member: Satoru Sueki (New) 3.2 Election of Audit & Supervisory Board Mgmt For Member: Takakazu Momozuka (New) 3.3 Election of Outside Audit & Supervisory Mgmt For Board Member: Jun Ishii (New) 3.4 Election of Outside Audit & Supervisory Mgmt For Board Member: Douglas K. Freeman (New) 3.5 Election of Outside Audit & Supervisory Mgmt For Board Member: Michiko Chib (New) -------------------------------------------------------------------------------------------------------------------------- TELEFONAKTIEBOLAGET LM ERICSSON Agenda Number: 934936684 -------------------------------------------------------------------------------------------------------------------------- Security: 294821608 Meeting Type: Annual Meeting Date: 27-Mar-2019 Ticker: ERIC ISIN: US2948216088 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management ZZZ Ownership Status: Indicate whether you are Mgmt Against (A) both the record holder and beneficial owner (as defined on the reverse side hereof) of the ADSs for which you have provided voting instructions (if (A) applies mark "FOR") or (B) the record holder of such ADSs acting on behalf of the beneficial owner (if (B) applies mark "AGAINST"). Note: By marking "AGAINST" you are making certain further certifications set out on the reverse side hereof. 1 Election of the Chairman of the Annual Mgmt For General Meeting 8.1 Resolution with respect to: adoption of the Mgmt For income statement and the balance sheet, the consolidated income statement and the consolidated balance sheet. 8.2 Resolution with respect to: discharge of Mgmt For liability for the members of the Board of Directors and the President. 8.3 Resolution with respect to: the Mgmt For appropriation of the results in accordance with the approved balance sheet and determination of the record date for dividend 9 Determination of the number of Board Mgmt For members and deputies of the Board of Directors to be elected by the Annual General Meeting 10 Determination of the fees payable to Mgmt For members of the Board of Directors elected by the Annual General Meeting and members of the Committees of the Board of Directors elected by the Annual General Meeting 11A Election of the member and deputies of the Mgmt For Board of Director: Jon Fredrik Baksaas 11B Election of the member and deputies of the Mgmt Against Board of Director: Jan Carlson 11C Election of the member and deputies of the Mgmt For Board of Director: Nora Denzel 11D Election of the member and deputies of the Mgmt For Board of Director: Borje Ekholm 11E Election of the member and deputies of the Mgmt For Board of Director: Eric A. Elzvik 11F Election of the member and deputies of the Mgmt For Board of Director: Kurt Jofs 11G Election of the member and deputies of the Mgmt For Board of Director: Ronnie Leten 11H Election of the member and deputies of the Mgmt For Board of Director: Kristin S. Rinne 11I Election of the member and deputies of the Mgmt For Board of Director: Helena Stjernholm 11J Election of the member and deputies of the Mgmt For Board of Director: Jacob Wallenberg 12 Election of the Chair of the Board of Mgmt For Director: The Nomination Committee proposes that Ronnie Leten be re-elected Chair of the Board. 13 Determination of the number of auditors Mgmt For 14 Determination of the fees payable to the Mgmt For auditors 15 Election of auditors Mgmt For 16 Resolution on the guidelines for Mgmt For remuneration to Group Management 17A Long-Term Variable Compensation Program Mgmt Against 2019 ("LTV 2019"): Resolution on implementation of Long-Term Variable Compensation Program 2019 ("LTV 2019") 17B Long-Term Variable Compensation Program Mgmt Against 2019 ("LTV 2019"): Transfer of treasury stock for the LTV 2019 17C Long-Term Variable Compensation Program Mgmt Against 2019 ("LTV 2019"): Equity Swap Agreement with third party in relation to the LTV 2019 18A Resolution on transfer of treasury stock to Mgmt Against employees in relation to the resolution on the Long-Term Variable Compensation Program 2018 ("LTV 2018"): Transfer of treasury stock for the LTV 2018 18B Resolution on transfer of treasury stock to Mgmt Against employees in relation to the resolution on the Long-Term Variable Compensation Program 2018 ("LTV 2018"): Equity Swap Agreement with third party in relation to the LTV 2018 19 Resolution on transfer of treasury stock in Mgmt For relation to the resolutions on the Long-Term Variable Compensation Programs 2015, 2016 and 2017 20 Resolution on proposal from the shareholder Shr For Einar Hellbom that the Annual General Meeting resolve to delegate to the Board to present a proposal on equal voting rights for all shares at the Annual General Meeting 2020 -------------------------------------------------------------------------------------------------------------------------- TELEFONICA, S.A. Agenda Number: 935031067 -------------------------------------------------------------------------------------------------------------------------- Security: 879382208 Meeting Type: Annual Meeting Date: 06-Jun-2019 Ticker: TEF ISIN: US8793822086 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Approval of the Annual Accounts and of the Mgmt For Management Report of both Telefonica, S.A. and its Consolidated Group of Companies for fiscal year 2018. 1.2 Approval of the Statement of Non-Financial Mgmt For Information of the Consolidated Group of Companies led by Telefonica, S.A. for fiscal year 2018 included in the Consolidated Management Report of Telefonica, S.A. and of its Group of Companies for such fiscal year. 1.3 Approval of the management of the Board of Mgmt For Directors of Telefonica, S.A. during fiscal year 2018. 2. Approval of the Proposed Allocation of the Mgmt For Profits/Losses of Telefonica, S.A. for fiscal year 2018. 3. Shareholder compensation. Distribution of Mgmt For dividends with a charge to unrestricted reserves. 4. Delegation of powers to formalize, Mgmt For interpret, remedy and carry out the resolutions adopted by the shareholders at the General Shareholders' Meeting. 5. Consultative vote on the 2018 Annual Report Mgmt For on Directors' Remuneration. -------------------------------------------------------------------------------------------------------------------------- TELUS CORPORATION Agenda Number: 934972008 -------------------------------------------------------------------------------------------------------------------------- Security: 87971M103 Meeting Type: Annual Meeting Date: 09-May-2019 Ticker: TU ISIN: CA87971M1032 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR R. H. (DICK) AUCHINLECK Mgmt For For RAYMOND T. CHAN Mgmt For For STOCKWELL DAY Mgmt For For LISA DE WILDE Mgmt For For DARREN ENTWISTLE Mgmt For For MARY JO HADDAD Mgmt For For KATHY KINLOCH Mgmt For For CHRISTINE MAGEE Mgmt For For JOHN MANLEY Mgmt For For CLAUDE MONGEAU Mgmt For For DAVID MOWAT Mgmt For For MARC PARENT Mgmt For For DENISE PICKETT Mgmt For For 2 APPOINTMENT OF AUDITORS APPOINT DELOITTE Mgmt For For LLP AS AUDITORS FOR THE ENSUING YEAR AND AUTHORIZE DIRECTORS TO FIX THEIR REMUNERATION. 3 ADVISORY VOTE ON SAY ON PAY APPROVE THE Mgmt For For COMPANY'S APPROACH TO EXECUTIVE COMPENSATION. 4 SHAREHOLDER RIGHTS PLAN APPROVE THE Mgmt For For RATIFICATION AND CONFIRMATION OF THE COMPANY'S SHAREHOLDER RIGHTS PLAN. 5 RESTRICTED SHARE UNIT PLAN APPROVE THE Mgmt For For COMPANY'S RESTRICTED SHARE UNIT PLAN. 6 PERFORMANCE SHARE UNIT PLAN APPROVE THE Mgmt For For COMPANY'S PERFORMANCE SHARE UNIT PLAN. -------------------------------------------------------------------------------------------------------------------------- TENARIS, S.A. Agenda Number: 935011178 -------------------------------------------------------------------------------------------------------------------------- Security: 88031M109 Meeting Type: Annual Meeting Date: 06-May-2019 Ticker: TS ISIN: US88031M1099 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Consideration of the consolidated Mgmt For management report and related management certifications on the Company's consolidated financial statements as of and for the year ended 31 December 2018, and on the annual accounts as at 31 December 2018, and of the external auditors' reports on such consolidated financial statements and annual accounts. 2. Approval of the Company's consolidated Mgmt For financial statements as of and for the year ended 31 December 2018. 3. Approval of the Company's annual accounts Mgmt For as at 31 December 2018. 4. Allocation of results and approval of Mgmt For dividend payment for the year ended 31 December 2018. 5. Discharge of the members of the Board of Mgmt For Directors for the exercise of their mandate throughout the year ended 31 December 2018. 6. Election of the members of the Board of Mgmt Against Directors. 7. Authorization of the compensation of the Mgmt For members of the Board of Directors. 8. Appointment of the external auditors for Mgmt For the fiscal year ending 31 December 2019, and approval of their fees. 9. Authorization to the Board of Directors to Mgmt For cause the distribution of all shareholder communications, including its shareholder meeting and proxy materials and annual reports to shareholders, by such electronic means as is permitted by any applicable laws or regulations. -------------------------------------------------------------------------------------------------------------------------- THE DESCARTES SYSTEMS GROUP INC. Agenda Number: 935022905 -------------------------------------------------------------------------------------------------------------------------- Security: 249906108 Meeting Type: Annual Meeting Date: 30-May-2019 Ticker: DSGX ISIN: CA2499061083 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR David I. Beatson Mgmt For For Deborah Close Mgmt For For Eric A. Demirian Mgmt For For Dennis Maple Mgmt For For Jane O'Hagan Mgmt For For Edward J. Ryan Mgmt For For John J. Walker Mgmt For For 02 Appointment of KPMG LLP, Chartered Mgmt For For Professional Accountants, Licensed Public Accountants, as auditors of the Corporation to hold office until the next annual meeting of shareholders or until a successor is appointed. 03 Approval of the Say-On-Pay Resolution as Mgmt For For set out on page 17 of the Corporation's Management Information Circular dated April 30, 2019. -------------------------------------------------------------------------------------------------------------------------- TOKIO MARINE HLDGS INC Agenda Number: 935041626 -------------------------------------------------------------------------------------------------------------------------- Security: 889094108 Meeting Type: Annual Meeting Date: 24-Jun-2019 Ticker: TKOMY ISIN: US8890941086 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Appropriation of Surplus Mgmt For For 2. DIRECTOR Tsuyoshi Nagano Mgmt For For Makoto Okada Mgmt For For Takayuki Yuasa Mgmt For For Hirokazu Fujita Mgmt For For Satoru Komiya Mgmt For For Akio Mimura Mgmt For For Masako Egawa Mgmt For For Takashi Mitachi Mgmt For For Nobuhiro Endo Mgmt For For Shinichi Hirose Mgmt For For Akira Harashima Mgmt For For Kenji Okada Mgmt For For 3.1 Election of Audit & Supervisory Board Mgmt For For Member: Takashi Ito 3.2 Election of Audit & Supervisory Board Mgmt For For Member: Akinari Horii 4. Change in Remuneration and Other Mgmt For For Compensation Amounts to Directors -------------------------------------------------------------------------------------------------------------------------- TOTAL S.A. Agenda Number: 935024113 -------------------------------------------------------------------------------------------------------------------------- Security: 89151E109 Meeting Type: Annual Meeting Date: 29-May-2019 Ticker: TOT ISIN: US89151E1091 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Approval of the statutory financial Mgmt For For statements for the fiscal year ended December 31, 2018 2. Approval of the consolidated financial Mgmt For For statements for the fiscal year ended December 31, 2018 3. Allocation of earnings and declaration of Mgmt For For dividend for the fiscal year ended December 31, 2018 4. Authorization for the Board of Directors, Mgmt For For granted for a period of 18 months, to trade on the shares of the Company 5. Agreements covered by Articles L. 225-38 et Mgmt For For seq. of the French Commercial Code 6. Renewal of the directorship of Ms. Maria Mgmt For For van der Hoeven 7. Renewal of the directorship of Mr. Jean Mgmt For For Lemierre 8. Appointment of Ms. Lise Croteau as a Mgmt For For director 9. Appointment of a director representing Mgmt For For employee shareholders in accordance with Article 11 of the bylaws (candidate: Ms. Valerie Della Puppa Tibi). In accordance with Article 11 of the Company's bylaws, since only one seat of director representing employee shareholders is to be filled, only the candidate who receives the highest number of votes and at least a majority of the votes will be appointed. 9A. Appointment of a director representing Mgmt Against For employee shareholders in accordance with Article 11 of the bylaws (candidate: Ms. Renata Perycz). In accordance with Article 11 of the Company's bylaws, since only one seat of director representing employee shareholders is to be filled, only the candidate who receives the highest number of votes and at least a majority of the votes will be appointed. 9B. Appointment of a director representing Mgmt Against For employee shareholders in accordance with Article 11 of the bylaws (candidate: Mr. Oliver Wernecke). In accordance with Article 11 of the Company's bylaws, since only one seat of director representing employee shareholders is to be filled, only the candidate who receives the highest number of votes and at least a majority of the votes will be appointed. 10. Approval of the fixed and variable Mgmt For For components of the total compensation and the in-kind benefits paid or granted to the Chairman and Chief Executive Officer for the fiscal year ended December 31, 2018 11. Approval of the principles and criteria for Mgmt For For the determination, breakdown and allocation of the fixed, variable and extraordinary components of the total compensation (including in-kind benefits) attributable to the Chairman and Chief Executive Officer -------------------------------------------------------------------------------------------------------------------------- TOWER SEMICONDUCTOR LTD. Agenda Number: 935043341 -------------------------------------------------------------------------------------------------------------------------- Security: M87915274 Meeting Type: Annual Meeting Date: 25-Jun-2019 Ticker: TSEM ISIN: IL0010823792 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Mr. Amir Elstein Mgmt For For 1b. Election of Director: Mr. Russell Ellwanger Mgmt For For 1c. Election of Director: Mr. Kalman Kaufman Mgmt For For 1d. Election of Director: Mr. Alex Kornhauser Mgmt For For 1e. Election of Director: Mrs. Dana Gross Mgmt For For 1f. Election of Director: Mr. Ilan Flato Mgmt For For 1g. Election of Director: Mr. Rami Guzman Mgmt For For 1h. Election of Director: Mr. Yoav Chelouche Mgmt For For 1i. Election of Director: Ms. Iris Avner Mgmt For For 1j. Election of Director: Mr. Jerry Neal Mgmt For For 2. TO APPOINT Mr. Amir Elstein as the Chairman Mgmt For For of the Board of Directors to serve until the next annual meeting of the shareholders and until his successor shall be duly appointed, and to approve his terms of compensation in compliance with the Company's compensation policy, as set forth in Proposal 2 of the Proxy Statement. 3. TO APPROVE an equity grant to our chief Mgmt For For executive officer, Mr. Russell Ellwanger, in compliance with the Company's Compensation Policy, as described in Proposal 3 of the Proxy Statement. 3a. Do you have a "Personal Interest" with Mgmt Against respect to the subject matter of Proposal 3? Please confirm you are a controlling shareholder/have a personal interest. If you do not vote FOR=YES or AGAINST=NO your vote will not count for the Proposal 3. Mark "For" = Yes or "Against" = No. 4. TO APPROVE subject to their appointment as Mgmt For For directors under Proposal 1, an equity grant to each of the members of our Board of Directors (other than to Amir Elstein and Russell Ellwanger), in compliance with the Company's Compensation Policy, as described in Proposal 4 of the Proxy Statement 5. TO APPROVE the renewal of the directors' Mgmt For For and officers' liability insurance policy as described in Proposal 5 of the Proxy Statement. 5a. Do you have a "Personal Interest" with Mgmt Against respect to the subject matter of Proposal 5? Please confirm you are a controlling shareholder/have a personal interest. If you do not vote FOR=YES or AGAINST=NO your vote will not count for the Proposal 5. Mark "For" = Yes or "Against" = No. 6. TO APPROVE the appointment of Brightman Mgmt For For Almagor & Co. as the independent public accountant of the Company for the year ending December 31, 2019 and for the period commencing January 1, 2020 and until the next annual shareholders' meeting, and the authorization of the Audit Committee of the Board of Directors to determine the remuneration of such auditors. -------------------------------------------------------------------------------------------------------------------------- TOYOTA MOTOR CORPORATION Agenda Number: 935037158 -------------------------------------------------------------------------------------------------------------------------- Security: 892331307 Meeting Type: Annual Meeting Date: 13-Jun-2019 Ticker: TM ISIN: US8923313071 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Takeshi Uchiyamada Mgmt For 1b. Election of Director: Shigeru Hayakawa Mgmt For 1c. Election of Director: Akio Toyoda Mgmt For 1d. Election of Director: Koji Kobayashi Mgmt For 1e. Election of Director: Didier Leroy Mgmt For 1f. Election of Director: Shigeki Terashi Mgmt For 1g. Election of Director: Ikuro Sugawara Mgmt For 1h. Election of Director: Sir Philip Craven Mgmt For 1i. Election of Director: Teiko Kudo Mgmt For 2a. Election of Audit & Supervisory Board Mgmt For Member: Haruhiko Kato 2b. Election of Audit & Supervisory Board Mgmt For Member: Katsuyuki Ogura 2c. Election of Audit & Supervisory Board Mgmt For Member: Yoko Wake 2d. Election of Audit & Supervisory Board Mgmt For Member: Hiroshi Ozu 3a. Election of Substitute Audit & Supervisory Mgmt For Board Member: Ryuji Sakai 4. Determination of Compensation for Granting Mgmt For Restricted Shares to Members of the Board of Directors (excluding Outside Members of the Board of Directors) and Revision of the Amount of Compensation Payable to Members of the Board of Directors -------------------------------------------------------------------------------------------------------------------------- TRANSCANADA CORPORATION Agenda Number: 934960762 -------------------------------------------------------------------------------------------------------------------------- Security: 89353D107 Meeting Type: Annual and Special Meeting Date: 03-May-2019 Ticker: TRP ISIN: CA89353D1078 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR STEPHAN CRETIER Mgmt For For RUSSELL K. GIRLING Mgmt For For S. BARRY JACKSON Mgmt For For RANDY LIMBACHER Mgmt For For JOHN E. LOWE Mgmt For For UNA POWER Mgmt For For MARY PAT SALOMONE Mgmt For For INDIRA V. SAMARASEKERA Mgmt For For D. MICHAEL G. STEWART Mgmt For For SIIM A. VANASELJA Mgmt For For THIERRY VANDAL Mgmt For For STEVEN W. WILLIAMS Mgmt For For 2 RESOLUTION TO APPOINT KPMG LLP, CHARTERED Mgmt For For PROFESSIONAL ACCOUNTANTS AS AUDITORS AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION. 3 RESOLUTION TO ACCEPT TRANSCANADA'S APPROACH Mgmt For For TO EXECUTIVE COMPENSATION, AS DESCRIBED IN THE MANAGEMENT INFORMATION CIRCULAR. 4 SPECIAL RESOLUTION, AS DESCRIBED IN THE Mgmt For For MANAGEMENT INFORMATION CIRCULAR, TO APPROVE AN AMENDMENT TO THE ARTICLES OF TRANSCANADA, CHANGING THE CORPORATION'S NAME TO: TC ENERGY CORPORATION CORPORATION TC ENERGIE 5 RESOLUTION TO CONTINUE AND APPROVE MINOR Mgmt For For AMENDMENTS TO THE AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN, AS DESCRIBED IN THE MANAGEMENT INFORMATION CIRCULAR. 6 RESOLUTION TO CONSIDER THE SHAREHOLDER Shr Against For PROPOSAL ABOUT INDIGENOUS RELATIONS DISCLOSURE, AS SET FORTH IN SCHEDULE A OF THE MANAGEMENT INFORMATION CIRCULAR. -------------------------------------------------------------------------------------------------------------------------- TRILOGY METALS INC. Agenda Number: 934993672 -------------------------------------------------------------------------------------------------------------------------- Security: 89621C105 Meeting Type: Annual Meeting Date: 22-May-2019 Ticker: TMQ ISIN: CA89621C1059 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR Tony Giardini Mgmt For For James Gowans Mgmt For For William Hayden Mgmt For For William Hensley Mgmt For For Gregory Lang Mgmt For For Kalidas Madhavpeddi Mgmt For For Janice Stairs Mgmt For For Rick Van Nieuwenhuyse Mgmt For For Diana Walters Mgmt For For 2 Appointment of PricewaterhouseCoopers LLP Mgmt For For as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration. 3 To consider and, if deemed advisable, pass Mgmt For For an ordinary resolution approving all unallocated entitlements to be settled in common shares of the Company from treasury under the Restricted Share Unit Plan. 4 To consider and, if deemed advisable, pass Mgmt For For an ordinary resolution approving all unallocated entitlements to be settled in common shares of the Company from treasury under the Deferred Share Unit Plan. 5 To consider and, if deemed advisable, pass Mgmt For For a non-binding resolution approving the compensation of the Company's Named Executive Officers. 6 Non-Binding Frequency of Non-Binding Mgmt 1 Year Against Advisory Vote on Executive Compensation The Board recommends a vote of EVERY THREE YEARS on this proposal. -------------------------------------------------------------------------------------------------------------------------- TRONOX HOLDINGS PLC Agenda Number: 935011419 -------------------------------------------------------------------------------------------------------------------------- Security: G9087Q102 Meeting Type: Annual Meeting Date: 22-May-2019 Ticker: TROX ISIN: GB00BJT16S69 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Jeffry Quinn Mgmt For For 1b. Election of Director: Ilan Kaufthal Mgmt For For 1c. Election of Director: Mutlaq Al- Morished Mgmt For For 1d. Election of Director: Vanessa Guthrie Mgmt For For 1e. Election of Director: Andrew Hines Mgmt For For 1f. Election of Director: Wayne Hinman Mgmt For For 1g. Election of Director: Peter Johnston Mgmt For For 1h. Election of Director: Ginger Jones Mgmt For For 1i. Election of Director: Stephen Jones Mgmt For For 1j. Election of Director: Moazzam Khan Mgmt For For 1k. Election of Director: Mxolisi Mgojo Mgmt Abstain Against 1l. Election of Director: Sipho Nkosi Mgmt For For 2. To approve, on a non-binding advisory Mgmt For For basis, the compensation of the Company's named executive officers (the "Say-on-Pay"). 3. To ratify the appointment of the Tronox Mgmt For For Holdings plc independent registered public accounting firm, who will serve until the auditor resigns or is removed. 4. To approve, on a non-binding advisory Mgmt 1 Year For basis, the frequency of the Say on Pay vote. -------------------------------------------------------------------------------------------------------------------------- TRONOX LIMITED Agenda Number: 934942752 -------------------------------------------------------------------------------------------------------------------------- Security: Q9235V101 Meeting Type: Special Meeting Date: 08-Mar-2019 Ticker: ISIN: AU000XINEOA7 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Scheme Resolution - To approve the Mgmt For For re-domicile transaction. -------------------------------------------------------------------------------------------------------------------------- UNIQURE N.V. Agenda Number: 935042957 -------------------------------------------------------------------------------------------------------------------------- Security: N90064101 Meeting Type: Annual Meeting Date: 19-Jun-2019 Ticker: QURE ISIN: NL0010696654 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Resolution to adopt the 2018 annual Mgmt For For accounts and treatment of the results. 2. Resolution to discharge liability of the Mgmt For For members of the Board for their management. 3. Re-election of Matthew Kapusta as Executive Mgmt For For Director. 4. Resolution to reauthorize the Board to Mgmt Against Against issue ordinary shares and options. 5. Resolution to reauthorize the Board to Mgmt Against Against exclude or limit preemptive rights upon the issuance of ordinary shares. 6. Authorization of the Board to repurchase Mgmt For For ordinary shares. 7. Resolution to appoint KPMG as external Mgmt For For auditor of the Company for the 2019 financial year. 8. Advisory approval of compensation of named Mgmt For For executive officers. 9. Advisory approval on frequency of advisory Mgmt 1 Year Against say on pay votes. -------------------------------------------------------------------------------------------------------------------------- UROGEN PHARMA LTD Agenda Number: 935017904 -------------------------------------------------------------------------------------------------------------------------- Security: M96088105 Meeting Type: Annual Meeting Date: 03-Jun-2019 Ticker: URGN ISIN: IL0011407140 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Arie Belldegrun Mgmt For For 1.2 Election of Director: Elizabeth Barrett Mgmt For For 1.3 Election of Director: Cynthia M. Butitta Mgmt For For 1.4 Election of Director: Fred E. Cohen Mgmt For For 1.5 Election of Director: Kathryn E. Falberg Mgmt For For 1.6 Election of Director: Stuart Holden Mgmt For For 1.7 Election of Director: Ran Nussbaum Mgmt For For 1.8 Election of Director: Shawn C. Tomasello Mgmt For For 2. To approve the Company's amended and Mgmt For For restated compensation policy for its office holders in accordance with the provisions of the Israeli Companies Law, 5759-1999, or the Companies Law. 3. To approve additional director cash Mgmt Against Against compensation payment to Arie Belldegrun, M.D., FACS, a non-employee director and Chairman of the Board. 4. To approve a grant of options to Shawn C. Mgmt Against Against Tomasello, a nonemployee director. 5. To approve terms of employment for and a Mgmt For For grant of options and restricted stock units to Elizabeth Barrett, President and Chief Executive Officer and director of the Company. 6. To approve terms of employment for and a Mgmt For For grant of options and restricted stock units to Stephen L. Mullennix, Chief Operating Officer of the Company. 7. To approve the 2018 annual goals and Mgmt For For objectives cash bonus payment to Ron Bentsur, former President and Chief Executive Officer and former director of the Company. 8. To approve the 2018 annual goals and Mgmt For For objectives cash bonus payment to Stephen L. Mullennix, Chief Operating Officer of the Company. 9. To approve, on an advisory basis, the Mgmt For For compensation of the Company's named executive officers, as disclosed in this proxy statement. 10. To indicate, on an advisory basis, the Mgmt 1 Year For preferred frequency of shareholder advisory votes on the compensation of the Company's named executive officers. 11. To ratify the reappointment of Kesselman & Mgmt For For Kesselman, Certified Public Accountants (Israel), an independent registered public accounting firm and a member firm of PricewaterhouseCoopers International Limited, as the Company's independent auditor for the year ending December 31, 2019. -------------------------------------------------------------------------------------------------------------------------- VBI VACCINES INC. Agenda Number: 935018540 -------------------------------------------------------------------------------------------------------------------------- Security: 91822J103 Meeting Type: Annual Meeting Date: 13-Jun-2019 Ticker: VBIV ISIN: CA91822J1030 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Jeffrey Baxter Mgmt For For Steven Gillis Mgmt For For Michael De Wilde Mgmt For For Tomer Kariv Mgmt For For Joanne Cordeiro Mgmt For For Blaine McKee Mgmt For For Christopher McNulty Mgmt For For 2. Appointment of EisnerAmper LLP as the Mgmt For For independent registered public accounting firm of the Company until the next annual meeting of shareholders, and authorization of the Audit Committee to set EisnerAmper LLP's remuneration. -------------------------------------------------------------------------------------------------------------------------- VENATOR MATERIALS PLC Agenda Number: 935014504 -------------------------------------------------------------------------------------------------------------------------- Security: G9329Z100 Meeting Type: Annual Meeting Date: 11-Jun-2019 Ticker: VNTR ISIN: GB00BF3ZNS54 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Peter R. Huntsman Mgmt For For 1b. Election of Director: Simon Turner Mgmt For For 1c. Election of Director: Sir Robert J. Mgmt For For Margetts 1d. Election of Director: Douglas D. Anderson Mgmt For For 1e. Election of Director: Daniele Ferrari Mgmt For For 1f. Election of Director: Kathy D. Patrick Mgmt For For 2. To approve on a non-binding advisory basis Mgmt For For the compensation of our named executive officers. 3. To approve receipt of our U.K. audited Mgmt For For annual report and accounts and related directors' and auditor's reports for the year ended December 31, 2018. 4. To approve on a non-binding advisory basis Mgmt For For our directors' remuneration report for the year ended December 31, 2018. 5. To ratify the appointment of Deloitte & Mgmt For For Touche LLP as our independent registered public accounting firm for the year ending December 31, 2019. 6. To re-appoint Deloitte LLP as our U.K. Mgmt For For statutory auditor for the year ending December 31, 2019. 7. To authorize the directors or the Audit Mgmt For For Committee to determine the remuneration of Deloitte LLP, in its capacity as our U.K. statutory auditor. 8. To authorize Venator (and any company that Mgmt For For is or becomes a subsidiary) to make political donations and incur political expenditures. -------------------------------------------------------------------------------------------------------------------------- VERONA PHARMA PLC Agenda Number: 934962968 -------------------------------------------------------------------------------------------------------------------------- Security: 925050106 Meeting Type: Annual Meeting Date: 07-May-2019 Ticker: VRNA ISIN: US9250501064 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management O1 To receive and adopt the report of the Mgmt For For directors and the financial statements for the year ended 31 December 2018. O2 To approve the Directors' Remuneration Mgmt Against Against Report. O3 To re-elect Dr. Ken Cunningham as a Mgmt For For director of the Company. O4 To re-elect Dr. Andrew Sinclair as a Mgmt Against Against director of the Company. O5 To re-elect Dr. Martin Edwards as a Mgmt For For director of the Company. O6 To appoint PricewaterhouseCoopers LLP as Mgmt For For auditors. O7 To authorise the directors to determine the Mgmt For For auditors remuneration. O8 To authorise the directors to allot Mgmt Against Against relevant securities pursuant to Section 551 of the Companies Act 2006. S9 To authorise the directors to allot equity Mgmt Against Against securities pursuant to Section 570 of the Companies Act 2006. -------------------------------------------------------------------------------------------------------------------------- WAVE LIFE SCIENCES LTD. Agenda Number: 934854503 -------------------------------------------------------------------------------------------------------------------------- Security: Y95308105 Meeting Type: Annual Meeting Date: 07-Aug-2018 Ticker: WVE ISIN: SG9999014716 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Paul B. Bolno, M.D. Mgmt For For 1b. Election of Director: Christian Henry Mgmt Against Against 1c. Election of Director: Peter Kolchinsky, Mgmt For For Ph.D. 1d. Election of Director: Koji Miura Mgmt Against Against 1e. Election of Director: Adrian Rawcliffe Mgmt Against Against 1f. Election of Director: Ken Takanashi Mgmt Against Against 1g. Election of Director: Gregory L. Verdine, Mgmt For For Ph.D. 2. To approve the re-appointment of KPMG LLP Mgmt For For to serve as our independent registered public accounting firm and independent Singapore auditor for the year ending December 31, 2018, and to authorize the Audit Committee of the Board of Directors to fix KPMG LLP's remuneration for services provided through the date of our 2019 Annual General Meeting of Shareholders 3. To approve the compensation to be paid to Mgmt For For the non-employee members of the Board of Directors for service on the Board and its committees, as described under "Proposal 3: Non-Employee Directors' Compensation" 4. To authorize the Board of Directors to Mgmt For For allot and issue Ordinary Shares of Wave Life Sciences Ltd. -------------------------------------------------------------------------------------------------------------------------- WESTPORT FUEL SYSTEMS INC. Agenda Number: 934972123 -------------------------------------------------------------------------------------------------------------------------- Security: 960908309 Meeting Type: Annual Meeting Date: 06-May-2019 Ticker: WPRT ISIN: CA9609083097 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR Anthony Harris Mgmt For For Brenda Eprile Mgmt For For Colin Johnston Mgmt For For Dan Hancock Mgmt For For David Johnson Mgmt For For Michele Buchignani Mgmt For For Peter Yu Mgmt Withheld Against Rodney Nunn Mgmt Withheld Against 2 Appointment of KPMG LLP as Auditors of the Mgmt For For Corporation for the ensuing year and authorizing the Directors to set their remuneration. -------------------------------------------------------------------------------------------------------------------------- WRIGHT MEDICAL GROUP N V Agenda Number: 935050562 -------------------------------------------------------------------------------------------------------------------------- Security: N96617118 Meeting Type: Annual Meeting Date: 28-Jun-2019 Ticker: WMGI ISIN: NL0011327523 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Appointment of Robert J. Palmisano for Mgmt For For executive director. Mark "For" to appoint Palmisano. 1b. Appointment of David D. Stevens for Mgmt For For non-executive director. Mark "For" to appoint Stevens. 1c. Appointment of Gary D. Blackford for Mgmt For For non-executive director. Mark "For" to appoint Blackford. 1d. Appointment of J. Patrick Mackin for Mgmt For For non-executive director. Mark "For" to appoint Mackin. 1e. Appointment of John L. Miclot for Mgmt For For non-executive director. Mark "For" to appoint Miclot. 1f. Appointment of Kevin C. O'Boyle for Mgmt For For non-executive director. Mark "For" to appoint O'Boyle. 1g. Appointment of Amy S. Paul for Mgmt For For non-executive director. Mark "For" to appoint Paul. 1h. Appointment of Richard F. Wallman for Mgmt For For non-executive director. Mark "For" to appoint Wallman. 1i. Appointment of Elizabeth H. Weatherman for Mgmt For For non-executive director. Mark "For" to appoint Weatherman. 2. Ratification of the appointment of KPMG LLP Mgmt For For as our independent registered public accounting firm for the fiscal year ending December 29, 2019. 3. Appointment of KPMG N.V. as the auditor for Mgmt For For our Dutch statutory annual accounts for the fiscal year ending December 29, 2019. 4. Adoption of our Dutch statutory annual Mgmt For For accounts for the fiscal year ended December 30, 2018. 5. Release of each member of our board of Mgmt For For directors from liability with respect to the exercise of his or her duties during the fiscal year ended December 30, 2018. 6. Extension of the authority of our board of Mgmt For For directors to repurchase up to 10% of our issued share capital (including depositary receipts issued for our shares) until December 28, 2020 on the open market, through privately negotiated transactions or in one or more self-tender offers for a price per share (or depositary receipt) not less than the nominal value of a share and not higher than 110% of the market price of a share (or depositary receipt) at the time of the transaction. 7. Limited authorization of our board of Mgmt Against Against directors to issue ordinary shares or grant rights to subscribe for ordinary shares up to 20% of our issued and outstanding shares at the time of the issue until June 28, 2021. 8. Limited authorization of our board of Mgmt Against Against directors to resolve to exclude or restrict our shareholders' pre-emptive rights under Dutch law with respect to the ordinary shares and rights to subscribe therefor that the board of directors may issue or grant pursuant to the authority in proposal 7 above until June 28, 2021. 9. Approval of the Wright Medical Group N.V. Mgmt For For Amended and Restated 2017 Equity and Incentive Plan. 10. Approval, on an advisory basis, of our Mgmt Against Against executive compensation. -------------------------------------------------------------------------------------------------------------------------- YANDEX N.V. Agenda Number: 935053328 -------------------------------------------------------------------------------------------------------------------------- Security: N97284108 Meeting Type: Annual Meeting Date: 27-Jun-2019 Ticker: YNDX ISIN: NL0009805522 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Extension of the term for the preparation Mgmt For For of the 2018 annual statutory accounts of the Company. 2. Approval of the 2018 annual statutory Mgmt For For accounts of the Company. 3. Proposal to discharge the directors from Mgmt For For their liability towards the Company for their management during the past financial year. 4. Proposal to re-appoint Rogier Rijnja as a Mgmt For For non-executive member of the Board of Directors for a three-year term. 5. Proposal to re-appoint Charles Ryan as a Mgmt For For non-executive member of the Board of Directors for a three-year term. 6. Proposal to re-appoint Alexander Voloshin Mgmt Against Against as a non-executive member of the Board of Directors for a three-year term. 7. Proposal to appoint Mikhail Parakhin as a Mgmt Against Against non-executive member of the Board of Directors for a one-year term. 8. Proposal to appoint Tigran Khudaverdyan as Mgmt Against Against an executive member of the Board of Directors for a three-year term. 9. Authorization to cancel the Company's Mgmt For For outstanding Class C Shares. 10. Appointment of the external auditor of the Mgmt For For Company's consolidated financial statements and statutory accounts for the 2019 financial year. 11. Amendment to the 2016 Equity Incentive Plan Mgmt Against Against and general authorizations to the Board of Directors. 12. Authorization to designate the Board of Mgmt Against Against Directors to issue ordinary shares and preference shares for a period of five years. 13. Authorization to designate the Board of Mgmt Against Against Directors to exclude pre-emptive rights of existing shareholders for a period of five years. 14. Authorization of the Board of Directors to Mgmt Against Against repurchase shares of the Company up to a maximum of 20% for a period of eighteen months. -------------------------------------------------------------------------------------------------------------------------- ZEALAND PHARMA A S Agenda Number: 934946306 -------------------------------------------------------------------------------------------------------------------------- Security: 98920Y304 Meeting Type: Annual Meeting Date: 04-Apr-2019 Ticker: ZEAL ISIN: US98920Y3045 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 2. Approval of the audited Annual Report 2018 Mgmt For For 3. Resolution on the distribution of profit or Mgmt For For the cover of loss in accordance with the approved Annual Report 2018 4.1 Re-election of Director: Alain Munoz Mgmt For For 4.2 Re-election of Director: Martin Nicklasson Mgmt For For 4.3 Re-election of Director: Michael J. Owen Mgmt For For 4.4 Re-election of Director: Kirsten Aarup Mgmt For For Drejer 4.5 Election of Director: Bernadette Mgmt For For Connaughton 4.6 Election of Director: Jeffrey Berkowitz Mgmt For For 4.7 Election of Director: Leonard Kruimer Mgmt For For 5. Election of auditor: Re-election af Mgmt For For Deloitte Statsautoriseret Revisionspartnerselskab 6. Authorization for the Company to acquire Mgmt For For treasury shares directly and/or acquire American depositary shares 7. Proposal from the Board of Directors to Mgmt For For amend the Company's Articles of Association, including amendment of section 13.3 to include the Board of Directors' election of a Vice-Chairman and amendment of section 13.4 to reflect that the Vice-Chairman has a casting vote in the absence of the Chairman 8. Proposal from the Board of Directors to Mgmt Against Against update the Company's Overall Guidelines for incentive pay to the Executive Management 9. Proposal from the Board of Directors to Mgmt Against Against update the Company's Remuneration Policy 10. Proposal by the Board of Directors to Mgmt Against Against approve the fees for the Board of Directors for the financial year 2019 -------------------------------------------------------------------------------------------------------------------------- ZYMEWORKS INC. Agenda Number: 934950064 -------------------------------------------------------------------------------------------------------------------------- Security: 98985W102 Meeting Type: Annual Meeting Date: 02-May-2019 Ticker: ZYME ISIN: CA98985W1023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR Kenneth Hillan Mgmt For For Natalie Sacks Mgmt For For 2 Appointment of KPMG LLP as Auditors of the Mgmt For For Corporation for the ensuing year and authorizing the Directors to fix their remuneration. * 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) ETF Series Solutions By (Signature) /s/ Kristina R. Nelson Name Kristina R. Nelson Title President Date 8/16/2019