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    e Page

    BNY Mellon Shareholder Meeting Handbook

    2011 for Depositary Receipt Issuers

    January 2011

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    Table of Contents

    Letter from Michael Cole-Fontayn, CEO, BNY

    Mellon Depositary Receipts Division

    Overview of the Depositary Receipts Division

    Corporate Governance & Proxy Group

    Recent Regulatory Developments

    The Basics of the Proxy Process

    The Process Flows of the Proxy Process

    Other Relevant Considerations

    Q & A Section

    Glossary

    BNY Mellon Depositary Receipt Corporate

    Governance & Proxy Contacts

    3

    4

    6

    9

    12

    18

    25

    28

    29

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    We are pleased to present our Shareholder Meeting Handbook for the 2011

    proxy season.

    We expect that 2011 will continue to present corporate governance issuessimilar to those that were at the forefront of shareholder meetings last year.

    The ongoing consequential effects of the global recession will continue to fix

    close scrutiny upon directors remuneration, board independence and share

    capital proposals. We also expect that company dividend policies will be

    monitored closely by institutional investors as financial results recover or remain

    in a laggard state, as the case may be.

    2011 may well also result in a series of regulatory reforms to areas of the U.S.

    proxy voting infrastructure which would most likely impact our clients in 2012.

    We have been involved in the SEC consultation process on this issue and you

    can read more detail on the range of issues for discussion on page 6 of the

    Handbook.

    Last year we successfully handled 411 shareholder meetings for clients from 43

    countries. We are the only depositary bank that has a specialized team of

    experts dedicated to the shareholder meeting process and the corporate

    governance issues associated with it. You are encouraged to utilize the

    resources of the Governance & Proxy Group and learn about the skill sets the

    Group has to offer as you read the Handbook.

    As with every interaction we have with our clients to best serve their needs,your Relationship Manager will provide valuable guidance, support, and

    assistance in ensuring that your shareholders meeting proceeds smoothly.

    I wish you a successful shareholder meeting for 2011.

    Yours sincerely,

    .

    3

    Michael Cole-Fontayn

    Chief Executive Officer

    BNY Mellon Depositary Receipts

    Dear Valued Client,

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    Overview of the Depositary Receipts DivisionCorporate Governance & Proxy Group

    BNY Mellons Depositary Receipts Division has a dedicated Corporate

    Governance and Proxy Group to facilitate proxy voting for holders of depositary

    receipts (DRs)1. While other depositaries often process proxy events in their

    general Corporate Action departments and view a shareholder meeting as a

    process, our experience has shown that regional, national and company

    differences can impact an issuers shareholder meeting. An issuer is therefore

    better served by a dedicated team of specialists who understand the significant

    role that local market practices can have on the exercise of voting rights by DR

    holders, as well as the relevant corporate governance issues that might apply to

    a clients shareholder meeting and the proposals under consideration.

    Because of the international legal, regulatory and market attention now being

    paid to the corporate governance practices of all companies in the aftermath of

    the recent economic crisis, the annual general meeting (AGM) has taken on

    added significance. For DR holders, the AGM is often the most publicly visible

    governance event and the only opportunity to participate in the governance of

    the company. For issuers, a shareholder meeting is a rare opportunity to

    communicate with shareholders.

    Institutional investors are increasingly active in the voting process (the voting

    participation rate up 4.6% overall compared with 2009) and rely in a large part

    on the voting recommendations given by global proxy advisory firms. There is

    also institutional investor scrutiny of Board performance, executive

    compensation, and the skills and qualifications of Board nominees.

    Accordingly, the Group provides issuers with the dual benefit of having a

    specialized team handling the core processing and administrative logistics of the

    proxy event and a corporate governance team that contributes insight and

    advisory services relevant to an issuers shareholder meeting. The structure

    enables the Group to coordinate the delivery of a range of services that a client

    may need to make its shareholding event successful.

    DR Proxy Group services nominally include the printing and delivery of proxy

    cards and associated documents, the official notification of exchanges (NYSE,

    NYSE Amex) and clearing firms (DTC, Euroclear, Clearstream), and oversight of

    the distribution process (physical mailings and electronic delivery).

    Note: Throughout this document the term shareholder(s) is used at various times. Shareholder(s)

    refers to the rights, powers and privileges of the holders of depositary receipts (whether in a registered

    or beneficial capacity) and is not a reference to the shares issued by the non-U.S issuer in the non-U.S

    issuers home market.

    Institutional investors are

    increasingly active in the

    voting process and rely in a

    large part on the votingrecommendations given by

    global proxy advisory firms.

    4

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    BNY Mellon Shareowner Services (BNY Mellon SOS) is responsible for the

    distribution of materials to registered holders and the tabulation of voting

    instructions from all DR holders. Optional services include internet and

    telephone voting for registered holders.

    The Governance and Proxy Group can assist issuers by interacting as a local

    agent for DR issuers with third-party firms. Institutional Shareholder Services

    (ISS), Glass Lewis & Co. (Glass Lewis), and other proxy advisory firms canhave a dramatic impact on final voting results. While the Depositary cannot

    have a position on any item to be voted upon, the Governance Group can often

    facilitate direct contact between issuers and the analysts that make voting

    recommendations. Also, the Governance Group maintains strategic

    relationships with shareholder identification and investor relations firms that are

    experienced with the nuances of DR programs and have the global coverage

    necessary to also service local shares.

    Regional Voting Studies

    In 2010, the DR Corporate Governance and Proxy Group produced regional

    voting analyses for each of Western Europe, Russia, Latin America and Asia.Each of the analyses contains a detailed examination of the voting

    characteristics and trends for the 2010 shareholder meeting season as well as

    insights into the influence of prominent proxy advisory firms on voting

    outcomes. The analyses are available at www.adrbnymellon.com.

    The Governance Groupmaintains strategic

    relationships with

    shareholder identification

    and investor relations firms

    that are experienced with

    the nuances of DR

    programs and have the

    global coverage necessary

    to also service local shares.

    5

    http://www.adrbnymellon.com/http://www.adrbnymellon.com/
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    U.S. SEC Proxy Concept Release 2010

    The U.S. SEC has released a Proxy Concept Release (the Release) seeking

    comment on structural reform to the U.S. proxy system. Broadly, the SEC is

    interested to hear from market participants on a number of issues that go to theintegrity, accuracy, cost and complexity of the current proxy system. The Release

    is available at http://www.sec.gov/rules/concept/2010/34-62495.pdf.

    The DR Division consulted with members of our European Client Council in order

    to ascertain their collective views in formulating a response to the Release (see

    http://www.adrbnymellon.com/dr_pub_detail.jsp?linkNo=31076&areaId=30).

    The major areas of comment are set out below.

    Reform of the Indirect Holding System

    The current U.S. securities settlement system (DTC) intermediates issuers fromtheir shareholders by requiring shareholder communication through a chain of

    financial intermediaries (banks and brokers). The current system dates back to

    the paper crunch in the 1960s where in order to clear and settle trades

    efficiently a decision was made at that time to immobilize all securities at DTCC

    by depositing paper certificates in custody accounts to allow book entry transfers

    of claims on those accounts. This means that a shareholders securities are

    registered in the name of the bank or broker with the consequence that only the

    bank or broker knows the identity of the shareholder and the shareholder has no

    property, contract or corporate law rights vis--vis the issuer. The bank or broker

    can charge the issuer for information about the issuers shareholders and

    accordingly becomes a necessary party in all issuer communications with their

    shareholders. This results in added costs, complexity and opacity for shareholder

    communication.

    An argument can be made that since all securities are now required to be

    dematerialized, that ownership transfers in uncertificated securities can take

    place at the time of clearing and settlement in DTC rather than the current

    system which is based on claims on certificated securities. Under the new

    model, changes in ownership could be recorded directly on the books of the

    issuer without the need for bank or broker involvement. If this change was made,

    bank and broker intermediaries would process and communicate trading

    information but not own securities and information about beneficial

    shareholders. This model exists in Europe and the UK, for example. It enablesmore direct shareholder identification and communication.

    Recent Regulatory Developments

    6

    http://www.sec.gov/rules/concept/2010/34-62495.pdfhttp://www.adrbnymellon.com/dr_pub_detail.jsp?linkNo=31076&areaId=30http://www.adrbnymellon.com/dr_pub_detail.jsp?linkNo=31076&areaId=30http://www.sec.gov/rules/concept/2010/34-62495.pdfhttp://www.sec.gov/rules/concept/2010/34-62495.pdfhttp://www.sec.gov/rules/concept/2010/34-62495.pdf
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    Enhance the Direct Registration System (DRS)

    A potential alternative to the wholesale reform of the indirect holding system is

    better utilization of DRS. DRS enables a shareholder to move their shares from a

    brokerage account and have those shares held in their own name on the books

    of the issuer (or its transfer agent). Under the current operation of DRS,

    uncertificated shares can be held in databanks managed by transfer agents for

    issuers, but in order to be transferred, such shares must then be pulled into abrokers account where they are re-registered for clearing and settlement in

    DTC.

    An enhanced version of DRS linked to the clearing and settlement system would

    enable transfers of ownership resulting from trades on securities exchanges to

    be simultaneously recorded in the books of the issuer (or their transfer agent)

    without the need to then distinguish between registered and beneficial owners

    unless a shareholder intentionally chose to remain anonymous by purchasing

    shares through a trust or some other fiduciary.

    Preservation of the OBO/NOBO Distinction

    At the heart of possible reform of the indirect holding system and DRS, noted

    above, is the issue of identification of shareholders so that more direct and

    effective communication can occur. The current ability for shareholders to

    remain anonymous (OBO) (a large majority of large institutional investors are

    OBOs) creates serious problems for issuers wishing to engage and

    communicate with their shareholders. Moreover, even in the case of NOBOs, an

    anomaly of the current U.S. shareholder communication rules requires issuers to

    pay intermediaries for NOBO information and then communicate through those

    intermediaries to all NOBOs.

    Whilst privacy issues will always be raised in the context of arguing to preserve

    the OBO/NOBO distinction, empirical evidence suggests that the governancecost of issuers not being able to engage with shareholders might well outweigh

    preserving the distinction as it currently stands. The shareholder anonymity

    issue has been addressed in other markets with a compromise being found that

    permits issuers, utilizing regulatory permission, to periodically request the

    identification of shareholders for the purpose of communicating with them.

    Reform of the Market Structure for Proxy Distribution

    This issue focuses on the current costs for proxy distribution that is currently

    monopolized by Broadridge Financial Services. Distribution fees have not been

    reviewed since 2002. Since that time the NYSE, who regulates the current fees,

    has demutualized and become a public company and is now regulated by

    FINRA. Two choices therefore present: have FINRA evaluate and regulate the

    fees; or let the market set the fees (in an essentially unregulated environment).

    Under the latter, the market would be opened to competition with providers of

    proxy distribution services being granted access to shareholder information if

    they were designated as the issuers agent for proxy distribution services.

    In addition, there is a strong sense that fees should not be set with reference to

    justifying fee levels based upon costs saved for a physical proxy mailing as is

    currently the case. Rather, fee levels should be set based upon electronic

    distribution costs given the realities of a world in which electronic

    communication dominates.

    7

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    Proxy Advisory Firms

    There needs to be greater oversight of proxy advisory firms due to their

    significant influence and the fact that in some circumstances conflicts of interest

    can arise where a proxy advisory firm acts for both an issuer and an institutional

    investor client. Further, a code of conduct regarding communication with proxy

    advisory firms may be required given that some issuers have reported an

    unwillingness from proxy advisory firms to rectify incorrect information, orproxy advisory firms have purportedly sought to charge a fee to issuers in order

    to exchange dialogue on issues arising from proxy voting recommendations.

    Vote Confirmation

    Investors are seeking confirmation from issuers that their proxy voting

    instructions have been received. The need for confirmation has arisen as a

    result of certain instances where voting instructions have gone missing as they

    make their way through the chain of financial intermediaries.

    The current U.S. proxy voting system does not lend itself well to vote

    confirmation due to current concerns around the accuracy of shareholderrecords (particularly with reference to loaned shares). Accurate shareholder

    records are a pre-condition to being able to confirm voting instructions.

    8

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    The Basics of the Proxy Process

    This section provides clients with an introduction to key aspects and terminology associated with the proxy process.

    Types of Firms involved in the Proxy Process

    The Issuer

    The issuer sets the agenda for the shareholder meeting, distributes information,gathers instructions from holders of ordinary shares, and conducts the

    shareholder meeting.

    The Depositary

    BNY Mellon, as the issuer of DRs, distributes information and gathers

    instructions from holders.

    Distribution and Voting Agents

    Most banks and brokers have outsourced proxy distribution to some extent and

    only retain limited in-house support for the process.

    In the U.S., over 95% of banks and brokers have contracted Broadridge

    Financial Solutions (BFS) as their exclusive proxy distribution and voting

    agent.

    Outside the U.S., DRs are held through Euroclear or Clearstream and are

    often serviced by internet voting platforms operated by Broadridge Global

    and ISS.

    Proxy Advisory Firms

    ISS, Glass Lewis and others are contracted by institutional shareholders to makevoting recommendations on proposals presented at shareholder meetings. For

    many institutional investors the proxy advisory firms are also retained to vote

    proxies on their behalf.

    Shareholder Identification Firms

    Thomson Reuters, Capital Precision, IPREO and other Shareholder Identification

    Firms specialize in identifying the ultimate beneficial owners of the shares. As

    these efforts require 30+ days in most cases, ordering a shareholder

    identification report is an often neglected first step in any investor relations

    effort.

    Proxy Solicitation Firms

    BNY Mellon SOS, DF King, HQB Partners, Innisfree MA, Sodali, and other proxy

    solicitation firms are often contracted by issuers to influence outcomes and/or

    assist shareholders and their brokers through the voting process.

    9

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    Week 1

    Types of Shareholders

    Registered Shareholders - have their shareholder details recorded directly on the

    depositarys books. Registered shareholders usually account for a very small

    percentage of the shareholder base, because most shareholders buy, sell, and

    hold their shares through a bank or brokerage firm. Registered shareholders are

    serviced directly by the depositary.

    Beneficial Shareholders - have purchased their shares through a bank or

    brokerage firm, and their shares are held in the U.S. Clearing and Settlement

    system, the Depositary Trust and Clearing Corporation (DTCC), in the accounts

    of their bank or brokerage firm. Since the overwhelming majority of U.S. banks

    and brokerage firms have employed BFS as their exclusive agent to service

    underlying beneficial shareholders and lodge votes on their behalf, the

    Broadridge Process has essentially become industry standard. BFS does make

    certain information available to issuers and has several options for servicing

    beneficial holders (pages 22-23), but the basic process, and the fees, are

    primarily set by regulatory entities in the U.S.

    Non-U.S. shareholders often hold their shares through a bank or brokeragefirm in the European clearing and settlement systems, with the key clearing and

    settlement agents being Euroclear and Clearstream. Unlike in the U.S., where

    participant banks and brokers use BFS to service beneficial shareholders, in

    Europe, Euroclear and Clearstream themselves are the primary conduits for the

    delivery of shareholder voting instructions to beneficial shareholders.

    Timing Requirements

    NYSE- and NYSE Amex-listed programs - NYSE and NYSE Amex exchange

    rules require 10 days advance notification of the record date for a shareholder

    meeting and recommend 30 days between the record date and the date of the

    shareholder meeting. In order to prepare shareholder materials and order thenecessary searches to determine the number of shareholders who will require

    materials, the depositary requires a minimum of 40 days notice before the

    meeting date.

    NASDAQ and Over-the-Counter (OTC) programs There is no record date

    notification requirement as for NYSE-listed programs. However, the depositary

    must still prepare shareholder materials, obtain necessary searches, and work

    within the constraints of the timing requirements of third parties. The

    depositary therefore requires a minimum of 35 days notice before the meeting

    date.

    Unlike in the U.S., where

    participant banks and

    brokers use BFS to service

    beneficial shareholders, in

    Europe, Euroclear and

    Clearstream themselves are

    the primary conduits for the

    delivery of shareholder

    voting instructions tobeneficial shareholders.

    10

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    Rule 144A Programs There is no record date notification requirement as for

    NYSE-listed programs. However, the depositary must still prepare shareholder

    materials, obtain necessary searches, and work within the constraints of the

    timing requirements of third parties. While a typical DR holder under a Rule

    144A program often has a relationship with a bank or broker that can enable

    quick notification of a shareholder meeting and voting, the process remains the

    same. The depositary therefore requires a minimum of 30 days notice before

    the meeting date.

    Regulation S Programs Many Regulation S programs are processed through

    Euroclear and Clearstream, and almost all have large Euroclear and Clearstream

    holdings. As Euroclear and Clearstream both use electronic platforms to

    communicate with shareholders, the process is somewhat quicker. The

    depositary requires a minimum of 20 days notice prior to the meeting date, and

    we suggest 30 days where possible.

    Custodian Timing Requirements

    Often, in order for the depositary to submit voting instructions from DR

    shareholders, those instructions must be submitted to custodians in the homejurisdiction of the issuer. Custodians impose their own deadlines upon the

    depositary for the receipt of voting instructions. Those deadlines can range

    from two days to as many as 10 days before the date of the shareholder

    meeting. Failure to meet the deadlines can result in the voting instructions from

    DR shareholders not being admitted at the shareholder meeting. Your

    Relationship Manager can advise you as to the particular custodial timing

    requirements that apply.

    Adherence to timing requirements benefits shareholderparticipation rates

    The importance of giving shareholders enough time to vote cannot beoverstated. Year-on-year analysis of voting data indicates that if issuers allow

    DR shareholders a proper period of time to receive voting materials, consider

    them, and provide voting instructions, they have markedly improved

    participation rates.

    The importance of giving

    shareholders enough time

    to vote cannot be

    overstated. Year-on-year

    analysis of voting data

    indicates that if issuers

    allow DR shareholders a

    proper period of time toreceive voting materials,

    consider them, and provide

    voting instructions, they

    have markedly improved

    participation rates.

    Average Percentage Return by Time Period Given to Beneficial Shareholders to Vote

    41.89%

    50.66%46.18% 45.84%

    0.00%

    10.00%

    20.00%

    30.00%

    40.00%

    50.00%

    60.00%

    1 - 5 6 - 10 11 - 15 16 +

    VoterResponse(%

    )

    Response Time (Days)

    Overall Voter Participation in all Regions

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    The Process Flows of the Proxy Process

    Process Overview

    The distribution of DR voting materials involves those materials passing through

    layers of bank and broker participants who hold their clients shares in

    International Central Security Depositories which are, in effect, the network of

    international clearing and settlement systems.

    American depositary receipts (ADRs) clear and settle exclusively in the U.S.

    clearing and settlement system. These types of programs often have the most

    intermediaries, require printing and hard-copy mailings, and can be subject to

    the additional requirements of U.S. exchanges. They therefore tend to require

    significantly more processing time than global Depositary Receipt (GDR, or

    Regulation S) programs which utilize the electronic distribution services

    facilitated by the two European clearing and settlement parties, Euroclear group

    and Clearstream.

    ADR Process Overview

    Any ADR that has a significant number of DRs outstanding requires processing

    through BFS.

    BFS is the exclusive agent employed by most banks and broker-dealers in the

    U.S. to handle distribution and voting for securities.

    BFS covers approximately 95% of the U.S. market share of all broker-dealers.

    BFS has two platforms, U.S. and Global. Broadridge (U.S.) is the primary

    distribution and voting agent servicing the overwhelming majority of beneficial

    holders and interacts with many other institutions and voting platforms.

    Broadridge Global provides electronic distribution and internet voting for a

    portion of the DR program held by Euroclear and Clearstream, as well as a

    portion of ordinary shares. The coverage varies, as BFS has significantly less

    market share of broker-dealers outside the U.S. ISS, primarily an advisory firm,

    operates Internet voting platforms in the U.S. and Europe to facilitate voting for

    its institutional clients.

    While the ISS platform is only for underlying holders that pay for the service, the

    Broadridge Global platform can be enabled by the issuer (page 13) and can also

    service ordinary shares.

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    The chart below depicts the distribution and vote-collecting network for an ADR

    program.

    GDR Process Overview

    Most Regulation S GDRs are held entirely in the clearing and settlement

    systems of Euroclear and Clearstream. Both have developed an electronic

    system to distribute relevant voting materials to their member banks and

    brokers. In addition, a number of third party vendors offer certain value-added

    specialized voting services to one or more of issuers, banks and brokers and

    investors over and above the standard services offered by Euroclear and

    Clearstream.

    Broadridge Global operates an internet voting platform that services the holders

    of 31 member firms, while ISS offers a similar product direct to underlying

    holders of almost any firm. Broadridge Global indicates that its International

    Shareholder Communication Program for issuers provides quick distributions,

    proactive broker-dealer outreach, and preliminary tabulation information.

    Of course, the most effective option for communicating with shareholders for

    both ADR and GDR programs remains specialized proxy solicitation firms.

    Issuer The Depositary

    RegisteredHolder

    Broadridge(US)

    Bank/Broker(JPM /Citibank)

    Euroclear (via JPMorgan / Clearstream(via Citibank)

    ISS EuropeanInternetPlatformBeneficialHolder

    BroadridgeGlobal InternetPlatformBeneficialHolder

    Bank/Broker BeneficialHolder

    BeneficialHolderBeneficial

    HolderISS

    US InternetPlatformBeneficialHolder

    ProxySolicitationFirmNon-BroadridgeBank/Broker

    BeneficialHolder

    13

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    The chart below depicts the distribution and vote-collecting network for a GDR

    program.

    Beginning-to-End View of the U.S. Process

    Stage 1 Meeting date and type is available

    The depositary notifies the relevant U.S. exchange of the shareholder

    meeting date and U.S. record date (if applicable).

    The Depositary Trust & Clearing Company (DTCC) is notified of the

    shareholder meeting date and type.

    If the issuer does not hire a proxy solicitation firm (page 18), Proxy Services

    Corporation, a specialized agent, is retained by BNY Mellon. A proxy

    solicitation firm (if hired) or Proxy Services Corporation delivers the

    shareholder meeting materials to BFS for onward distribution to beneficial

    shareholders holding shares through a bank or broker in DTCC.

    BNY Mellon SOS is notified and will distribute shareholder meeting materials

    to registered shareholders.

    Stage 2 Meeting resolution/agenda are available

    The depositary prepares a draft of the proxy card for registered shareholders,

    and the Relationship Manager sends the draft to the issuer for

    review/approval.

    Issuer The Depositary Bank/Broker

    ISSEuropean InternetPlatform

    Beneficial Holder

    Broadridge GlobalInternet Platform Beneficial Holder

    Bank/Broker Beneficial Holder

    Euroclear (via JPMorgan /Clearstream(via C itibank)

    Broadridge GlobalInternet Platform Beneficial Holder

    Bank/Broker Beneficial Holder

    Beneficial Holder

    14

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    Stage 3 The proxy card and any additional documents are approved for

    distribution

    The voting deadline, or cutoff, is firmly set. This is the final date by which

    all voting instructions must be received by the depositary for them to be

    included at the shareholder meeting. This date and time is contingent upon

    local requirements and matters relating to the lodging of the vote with the

    custodian in the home jurisdiction. It is set by the Relationship Manager and

    is normally at least one business day prior to the day that the final tabulation

    of voting instructions is required.

    The depositary facilitates the printing (if needed) and/or delivery of any

    additional shareholders meeting materials.

    The issuer must decide whether to employ a management

    recommendation or default (see Questions and Answers, page 25).

    IMPORTANT: BFS is permitted by SEC regulation to mail shareholder meeting

    materials five (5) business days after it is in receipt of all materials. Therefore, it

    is not uncommon for the actual mailing to take as long as seven-to-eight

    calendar days after approval of the proxy materials and associated documents.

    Stage 4 Shareholder meeting materials are printed and delivered

    BNY Mellon SOS distributes shareholder meeting materials to registered

    shareholders .

    For beneficial shareholders BFS distributes materials to beneficial holders

    directly via mail or electronic delivery.

    Stage 5 - The period between distribution to shareholders and tabulation of

    voting instructions

    Registered shareholders submit votes directly to the depositary.

    Beneficial shareholders submit votes directly to BFS, which then transmits

    votes to the depositary.

    Stage 6 After the voting cutoff/deadline

    The depositary undertakes a quality control check of tabulated voting

    instructions to ensure that no bank or brokerage firm has attempted to

    submit instructions for more shares than they actually owned on the record

    date.

    The depositary converts the number of DRs represented by voting

    instructions from both registered and beneficial DR shareholders into local

    shares (based on the appropriate ratio) and reviews the voting section of the

    relevant deposit agreement. Your Relationship Manager can answer any

    questions regarding the voting section of the deposit agreement.

    The final vote representing the voting instructions of all DR shareholders is

    submitted at the shareholder meeting. Normally, the voting instructions are

    submitted to a custodian in the home jurisdiction of the issuer where the

    custodian, in turn, facilitates the formal representation at the shareholder

    meeting. Your Relationship Manager can discuss the process that applies to

    your program.

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    Beginning-to-End View of the European Process

    For shareholders whose DRs are custodized in Euroclear or Clearstream, the

    process is very different. Two variations of the process are possible.

    Type 1 Part European Component

    Most programs have a European component, with Euroclear and Clearstream

    custodizing through DTC participants JPMorganChase (JPM) and Citibank.

    When proxy solicitation is conducted as part of the U.S. process, BFS notifies

    the custodians of JPM and Citibank, who in turn notify Euroclear and

    Clearstream.

    Once notified, Euroclear and Clearstream initiate a largely electronic process

    that notifies their bank and broker participants and collects voting

    instructions.

    The shareholder meeting materials most holders will see are PDF files of the

    proxy card and any additional materials as mailed to U.S. and Canadian

    holders.

    Voting instructions are largely communicated through the Society for

    Worldwide Interbank Financial Telecommunication (SWIFT) system, until

    the instructions reach JPM and Citibank electronically.

    JPM and Citibank lodge the vote with BFS.

    BFS lodges the vote with the depositary.

    Type 2 Entire European Component

    Most Regulation S programs are entirely European, with Euroclear and

    Clearstream custodizing shares with BNY Mellon London as Common

    Depositary.

    When proxy solicitation is conducted as a stand-alone European process, thedepositary prepares the proxy card and works with the issuer to finalize any

    associated documents.

    BNY Mellon then notifies Euroclear and Clearstream.

    Once notified, Euroclear and Clearstream initiate a largely electronic process

    that notifies bank and broker participants and collects voting instructions.

    The shareholder meeting materials most holders will see are PDF files of the

    proxy card and associated documents. There are no print requirements.

    Voting instructions are largely communicated through the SWIFT system,

    until the instructions reach the depositary electronically.

    Unlike the U.S. process, the European process often proceeds without the direct

    involvement of the issuer, does not require the printing and mailing of hard copy

    materials, and incurs fewer costs. Also, underlying shareholder information is

    not readily available, and issuers that wish to increase participation or

    communicate directly with underlying holders often encounter difficulty.

    When proxy solicitation is

    conducted as a stand-alone

    European process, the

    depositary prepares the

    proxy card and works with

    the issuer to finalize any

    associated documents. BNY

    Mellon then notifies

    Euroclear and Clearstream.

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    Shareholder identification efforts in Europe often require 30 days to generate a

    list of shareholders. In some instances, issuers will benefit from the hiring of a

    proxy solicitation firm (page 18) or shareholder identification firm (see

    Questions and Answers, page 27). For a proxy solicitation firm to be successful,

    it needs time for shareholder identification and experience in the local markets

    where shareholders reside.

    While many proxy solicitation firms will employ Broadridge Global, this service

    can also be coordinated with the assistance of the depositary. Your Relationship

    Manager can help with the hiring of a solicitation firm, a shareholder

    identification specialist, or Broadridge Global.

    17

    In order for a proxy

    solicitation firm to be

    successful, it needs time for

    shareholder identification

    and experience in the local

    markets where

    shareholders reside.

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    Other Relevant Considerations

    BNY Mellon and other vendors also offer a number of value-added services, separate and distinct from the core shareholder meeting servdescribed in the preceding pages. These services are designed to help clients address a variety of different needs that may arise in relationtheir shareholder meeting.

    1. Proxy Solicitation

    Proxy solicitation firms offer value-added services to issuers with DRs and local

    shares before, during, and after the voting process. Employing their services can

    be the most effective way to increase overall participation and influence

    outcomes on specific proposals.

    Globally, it has become increasingly common for issuers to employ the services

    of a proxy solicitation firm as a standard part of the shareholder meeting

    process. A number of factors create demand for the service: an international

    shareholder base with shares held through multiple custodians across

    numerous jurisdictions; increasing shareholder appetite for exercising corporate

    governance rights by voting their shares; shareholder activism around executive

    compensation plans and Board nominations; and the significant influence that

    the voting recommendations of proxy advisory firms can have on the votingbehavior of institutional investors. While some issuers have extensive investor

    relations departments that can provide some of the critical interface with key

    shareholders around the shareholder meeting, many issuers find it

    advantageous to employ a specialist. In cases such as proxy contests or

    complex corporate actions, use of a proxy solicitation firm can become essential.

    For DR programs, most issuers do not have extensive U.S.-based investor

    relations assets with experience in Western markets. The depositary, unlike

    issuers and their other agents, can enable shareholders to have their shares

    represented at a shareholder meeting, but cannot encourage their participation

    or advocate a position on how holders vote on specific proposals.

    Therefore, when a DR issuer wishes to increase participation or influence

    outcomes, a proxy solicitation firm experienced in DRs is the best option.

    In past years, The DR Division has worked with a number of proxy solicitation

    firms, including The Altman Group, DF King, HQB Partners, Innisfree M&A,

    Mackenzie Partners, Sodali and others. These firms also have various levels of

    expertise when dealing with special voting requirements and tend to develop

    geographic specialties when servicing local shares.

    We will be modifying the approach we take to proxy solicitation services

    provided on behalf of our clients in 2011. We are currently undertaking a

    Request for Proposal (RFP) process with proxy solicitation firms with a view toidentifying preferred providers of proxy solicitation firms in particular geographic

    regions and then monitoring the service such providers deliver to clients who

    chose to contract with them.

    We believe that such an approach will result in a more effective matching of

    client needs to a given proxy solicitation firms capabilities and expertise in a

    clients market, as well as providing quality assurance of the end-product that

    proxy solicitation firms provide to our clients.

    While some issuers have

    extensive investor relations

    departments that can

    provide some of the critical

    interface with key

    shareholders around theshareholder meeting, many

    issuers find it advantageous

    to employ a specialist. In

    cases such as proxy

    contests or complex

    corporate actions, use of a

    proxy solicitation firm can

    become essential.

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    2. Shareholder Identification Reports

    Studies have shown that the success of a proxy campaign relies on the issuers

    ability to encourage shareholders to vote. The first step in encouraging investor

    participation is identifying your shareholders this is key. Whether the issuer

    chooses to use the service of a proxy solicitation firm, a Shareholder

    Identification Report is essential to identify the current holdings of investors who

    maintain voting rights, to provide insight into the proxy voting tendencies of

    your investor base, and to include contact information for each shareholder. Acurrent and accurate Shareholder Identification Report will produce a more

    effective solicitation effort by investor relations personnel and/or a proxy

    solicitation firm.

    Shareholder identification firms such as Thomson Reuters, IPREO, Capital

    Precision, The Altman Group, DF King, and others require approximately 30

    days to generate an effective report. Since this report is used in planning the

    solicitation effort, it needs to be finalized 20-30 days prior to a shareholder

    meeting. Therefore, shareholder identification is usually the first action an

    issuer would need to take to enable investor relations personnel and/or a proxy

    solicitation firm to mount a large campaign later in the process. Without a

    Shareholder Identification Report, should a proxy solicitation firm be employed

    by the issuer, limited solicitation services can only be facilitated through

    quarterly public filings made by certain institutions or semi-annual mutual fund

    unit/investment trust disclosure.

    3. Proxy Advisory Firms

    From 2007 to 2010, representation at shareholder meetings by DR holders

    remained high. This demonstrates an increasing desire by DR holders to

    participate in the corporate governance of their company.

    While current market conditions have led to investors paying more attention totheir portfolios in general, these same market conditions that can have an affect

    on if a shareholder votes can also affect how a shareholder votes.

    Normally, most votes are lodged in aggregate at the broker-dealer level with

    hundreds of instructions from different sources combined. This practice does

    not permit a true analysis of voting behavior of different types of holders as

    instructions from all potential classifications are commingled at the source.

    However, even the high-level tabulation data available can quantify the overall

    influence of a Proxy Advisory Firms such as ISS and Glass Lewis.

    The role of ISS is to perform analyses of proposals and issue voting

    recommendations to their clients that hold shares in the companies they

    analyze. In many cases, they will also vote on behalf of these clients. Generally,

    ISS is considered the most influential of these firms with Glass Lewis second.

    Studies have shown that the

    success of a proxy

    campaign relies on the

    issuers ability to encourage

    shareholders to vote. The

    first step in encouraging

    investor participation is

    identifying your

    shareholders this is key.

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    Based on our experience, ISS tends to encourage direct contact between

    themselves and issuers as part of the process when formulating

    recommendations on proposals. They have internal guidelines on some types of

    issues, but direct issuer involvement can help clarify matters and prevent a

    negative recommendation based upon limited information which can often be

    the result for DR issuers.

    ISS suggests meetings between issuers and advisors should take place in the

    off-season and well before the shareholder meeting. However, in practice, these

    meetings often take place just a few weeks before an annual shareholder

    meeting. Generally, ISS is open to direct contact via phone, face-to-face

    meetings, and/or e-mail. An experienced proxy solicitation firm can make

    arrangements for such contacts, but for those firms that do not employ a

    solicitation firm, with certain limitations, the depositary can make these

    arrangements on behalf of our issuers.

    Based on our experience with Glass Lewis, they have less direct issuer contact

    and do not speak to issuers once the proxy has been made public, and any

    contact at that time is conducted by a conference call that will include some

    underlying beneficial holders, including dissident shareholders, if any.

    The Governance Group can often facilitate direct contact between a

    representative of the issuer and the advisory team of analysts that make voting

    recommendations.

    4. Independent Inspector of Vote Tabulations

    IVS Associates, Inc. (IVS) and American Elections Services (AES)

    independent tabulation certification firms, may be contracted by the depositary

    on behalf of the issuer to certify the final tabulation of contested proxy

    solicitations, and/or meetings with controversial proposals on the general

    meeting agenda. IVS and AES provide independent audit and vote tabulation

    and monitor the DR Divisions adherence to relevant internal procedures. This

    service can be requested by any issuer for any type of shareholder meeting.

    5. Printing

    While the printing of the proxy card for registered holders and the Voting

    Instruction Form (VIF) is part of the basic process with few options available,

    the printing and delivery of any additional materials to be sent to DR

    shareholders is decided by the issuer. Physical documents often printed for DR

    shareholders on behalf of issuers include:

    Annual Reports Most issuers print their annual report themselves for local

    shareholders and deliver copies to the depositary for DR shareholders,

    rather than initiate a less cost-effective second printing. The NYSE and

    NASDAQ rule changes now permit annual reports to be posted online,

    subject to fulfillment requirements for those shareholders who request

    physical copies. Often, an issuer that is subject to these rules will fulfill such

    requests itself or warehouse a small number of reports in the U.S. However,

    in a few cases, it is advantageous to print-on-demand as the requests are

    made. Your Relationship Manager can be helpful in determining which

    fulfillment options are available for your program.

    An experienced proxy

    solicitation firm can make

    arrangements for such

    contacts, but for those

    firms that do not employ a

    solicitation firm, with

    certain limitations, the

    depositary can make these

    arrangements on behalf of

    our issuers.

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    Dear Shareholder Letter Although no hard data is available, it is

    generally believed that many shareholders pay far more attention to a Dear

    Shareholder letter that accompanies the proxy card and seeks to explain in

    a less formalistic manner the technical details of the proposals set out in the

    Proxy Statement. If an issuer has a recommendation or specific message

    they wish to impart to shareholders, often a Dear Shareholder letter can

    be effective.

    Proxy Statement While many issuers choose to post this information

    online, a number of DR issuers (and U.S. issuers) prefer to print and mail it

    for internal policy reasons.

    There are many options for printing, and the cost is based upon the number of

    pages, the thickness of the paper, the number of items being printed, and the

    process employed. Color printing can be far more expensive than black-and-

    white, and heavier paper tends to be more expensive to mail.

    A few issuers choose to print any additional documents themselves and deliver

    them to the depositary. Your Relationship Manager can help with any customs

    issues and provide a delivery destination based upon the process being

    employed. The depositary, when arranging the printing of additional materials,

    can be helpful in selecting the most appropriate and/or cost-effective option.

    6. Registered shareholders options

    Registered shareholders are serviced directly by the depositary by mail. For

    issuers that wish to increase participation, provide additional voting options,

    reach holders sooner, or enhance the experience of voting, BNY Mellon offers

    several optional processing services.

    Mail Options

    Bulk When a program with a large number of registered holders hassufficient time, USPS Standard A, or Bulk Mail, can be a very effective cost-

    saving option.

    First-class USPS First-Class Mail is employed in many cases, as it isappropriate for small and large programs and gets the material to

    shareholders in just a couple of days.

    Overnight When time is short, or to increase participation, some issuerswill choose to employ an overnight mail option for all, or some, shareholders.

    The costs associated with overnight mailing can be $10-20 per holder,

    depending upon the type of service and whether the overnight option is one-

    way or two-way.

    Stratified Often, an issuer will choose different mail types for differentlevels of share ownership. While a stratified mailing is less common for

    registered shareholders than it is for beneficial shareholders (see next

    section), it can be employed in the same fashion.

    Telephone Voting Telephone voting is available as a stand-alone product or as

    part of a combined Internet voting service. In addition to set-up fees for the

    service selected, the costs associated with telephone voting are determined by

    the number of holders who choose to employ it.

    21

    If an issuer has a

    recommendation or specific

    message they wish to

    impart to shareholders,

    often a Dear Shareholder

    letter can be effective.

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    Internet Voting Internet voting is available as a stand-alone product or as part

    of a combined telephone service. The costs are determined by the set-up fees

    for the service selected and the number of holders who employ this option.

    Telephone and Internet voting have several variations and often have other

    considerations, such as hard-copy fulfillment obligations for annual reports

    and/or proxy materials.

    Through a dedicated service provider, issuer clients are offered electronic voting

    (telephone and internet) applications. Both are custom branded for the issuer the website displays the issuers logo and color scheme and provides space for

    issuer messaging to the shareholder including the board or management

    recommendation. A unique toll-free number is assigned to each issuer and the

    telephone system greeting plays the issuers name and meeting type. Both sites

    offer the option for voting with management. Votes are captured in real-time

    and online vote results reports are automatically updated. The website displays

    the meeting date, time and location and can capture comments, address

    changes and prompt for e-delivery consent. The phone system can also capture

    meeting attendance. Both telephone and internet voting sites confirm the

    shareholders vote record and an email confirmation can be sent for internet

    votes. All of this information is reported via online reports so the issuer has

    immediate access to the information.

    7. Beneficial shareholders options

    BFS

    Searches:

    Preliminary Search A preliminary search provides the total number ofbeneficial shareholders, the number who need proxy materials, and the

    number who have consented to receive materials by e-mail. The primary

    purpose of a preliminary search is to estimate print quantities.

    Record Date Search A record date search gathers detailed information. Itsprimary purpose is to prepare for the distribution of proxy materials and

    information to beneficial shareholders as of the record date.

    Once a record date search has been performed, some information and

    shareholder identification products become available to the issuer. These

    include:

    BFS Reports:

    NOBO List - Non-Objecting Beneficial Owners (NOBOs) are those beneficial

    shareholders who have not objected to their bank or broker sharing account

    information with issuers. A current NOBO list can be ordered at any time and

    usually captures a record date within two business days. Also, a NOBO list may

    be ordered retroactively for any record date from a prior search and is often

    ordered as of the record date for the shareholder meeting as part of a larger

    proxy solicitation effort.

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    Geographic Analysis (GEO) is often ordered as part of a shareholder

    identification effort in conjunction with a shareholder meeting. Geographic

    analysis can also be helpful in obtaining information about the shareholder base

    in connection with local foreign ownership regulatory limits, in obtaining some

    Form 20-F items, and in targeting any investor relations efforts. There are two

    types of GEOs, U.S. and Canadian, and they show how many holders and shares

    are reported to BFS from each U.S. state (or Canadian province) as well as the

    total number of holders and shares owned by entities outside the U.S. (or

    Canada).

    Share Range Analysis A share range analysis can be generated from any

    record date search and will show how many accounts exist within certain share

    ranges. These reports come in two main varieties, pre-suppression and post-

    suppression, which will either report on the entire shareholder base or just those

    that require hard copy in proxy mailings. Custom share ranges can be set by the

    issuer if the standard breakdown does not suffice. Post-suppression share range

    analyses are often useful when determining costs associated with overnight and

    stratified mail options.

    Voted/Unvoted NOBO List - A voted/unvoted NOBO list can be ordered as a

    follow-up to a record date NOBO list and will give the voted status of NOBO

    accounts during the voting process. Please note that how these holders havevoted on proposals is not included, only whether they have voted their position.

    BFS Distribution Options:

    Telephone and Internet voting are part of the BFS process and are not

    presented as optional services.

    Alternate processing options, such as Notice and Access are available to DR

    issuers.

    Bulk mail is significantly less expensive for large programs than most other

    options, but requires additional processing time to be effective.

    First-class mail is appropriate for most situations and is often employed.

    There are several overnight options available for $10-20 per package sent.

    Stratified mailings occur when different mail options are employed for

    holders depending upon their level of ownership. A typical example would

    be to service all shareholders of over 10,000 shares by overnight mail and all

    others by first-class mail, but other mail options and other share-breaks are

    also viable. When contemplating a stratified mailing, the first step is to

    inquire as to the numbers of holders above and below several thresholds.

    Electronic distribution is an option for the underlying holder and records are

    maintained by BFS. An issuer can choose whether, or not, to service these

    holders by e-mail or send a hard copy instead. However, these holders onlyrepresent a portion of the shareholder base, so a hard-copy mailing cannot

    be avoided when servicing holders that have not elected to receive e-mail

    notifications.

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    DTCC

    DTCC is the national clearinghouse in the U.S. for the settlement of trades in

    corporate and municipal securities, and it performs asset services for its

    participating banks and broker/dealers. For proxy solicitation, DTCC is viewed

    as the official record-keeper of share positions held by banks and brokers as of

    the record date.

    DTCC Reports:

    DTCC Security Position Report (DTCC list) A DTCC list is a list of the shares

    held by each bank and broker as of a given date. DTCC lists can be ordered as of

    any business day, and for most programs, information is available as far back as

    six years, although only the last two years can be ordered online and obtained

    within a few hours. A DTCC list is initially ordered as part of the shareholder

    identification process.

    DTCC Subscriptions Some issuers prefer to maintain current records of their

    shareholders and wish to order a series of reports at regular intervals. Usually,

    in these cases, it is more cost-effective to order a subscription instead of

    individual reports.

    Your Relationship Manager can help facilitate the hiring of proxy solicitation and

    shareholder identification services, obtain third-party tabulation certifications,

    arrange for the printing of documents, set up telephone and Internet voting for

    registered holders, and choose the best delivery method of hard-copy materials

    for your program.

    8. Employee Share Plans

    Each issuer may have Employee Plans that participate in an AGM with full voting

    rights and we have integrated our proxy processes to include them when the

    plans are administered by BNY Mellon SOS. For external plan sponsors, this can

    be coordinated through our specialized electronic vendor (Mediant

    Communications) and may include internet voting, tabulation and lodging votes.

    Your Relationship Manager can advise you on the most effective process.

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    Q & A Section

    Do all DR programs extend voting rights to shareholders?

    No. The requirement for an issuer to obtain voting

    instructions from DR shareholders can derive from

    applicable U.S. exchange requirements and/or the issuers

    home country requirements. Listing requirements of the

    NYSE require issuers to solicit proxy voting instructionsfrom shareholders. NASDAQ allows issuers to follow home

    country practices, provided appropriate disclosure is made

    to NASDAQ and in the issuers Form 20-F. OTC programs

    and Rule 144A and Regulation S programs are not subject to

    any U.S. requirements regarding the solicitation of proxy

    voting instructions.

    DR voting provisions are contractual and are set out in the

    Deposit Agreement. Voting rights therefore vary from

    issuer to issuer. A large number of non-NYSE listed DR

    issuers extend voting rights and therefore obtain voting

    instructions from DR shareholders because of home market

    requirements or because they regard it as important to

    involve DR shareholders in the governance of the issuer.

    Can a holder of depositary receipts attend a shareholder

    meeting?

    Unless the Deposit Agreement provides the DR shareholder

    with the specific right to attend the shareholder meeting,

    meeting attendance is at the discretion of the issuer. A DR

    holder can never simply show up at a shareholder meeting,

    since the meeting is for local shareholders. Therefore,

    meeting attendance in any form needs to be approved bythe issuer.

    Attendance itself can take two forms. In the first, known as

    auditing the meeting, the DR holder can go to the meeting,

    but has to have voted via the depositary in the normal

    course earlier in the process. This requires the depositary

    facilitating the request for the issuer, which always involves

    proof of record date ownership and a determination of what

    type of identification is required at the door for entry into

    the meeting.

    The second form of meeting attendance, which entailsattending the meeting and actually voting the local shares

    represented by the depositary receipts, is more complex,

    since these local shares are held in the name of the

    depositary. In this instance, a power-of-attorney, or another

    local market process, is required to attend and vote at the

    meeting.

    If any holder asks to attend a meeting, your Relationship

    Manager will contact you.

    What is Broadridge Financial Solutions (BFS)?

    BFS, formerly Automatic Data Processing (ADP), is the firm

    employed by the overwhelming majority of U.S. banks and

    brokers to service their underlying clients (beneficial

    shareholders). The process and their fees are SEC-

    regulated and apply across the industry for all issuers,whether listed or not. BFS also has a global division,

    Broadridge Global, with a different business model that

    offers services to issuers to increase participation by

    shareholders outside the U.S. who hold their local shares

    and DRs. The U.S. process is described in detail on page 12.

    What is a management recommendation, and why is it

    important?

    It is common for U.S. issuers to state the voting

    recommendation of the Board of Directors and/or

    management of the company on the proxy card and othervoting documents. Similarly, on many electronic voting

    platforms (e.g., the BFS voting platform), shareholders are

    given a click option to vote all their shares with

    management. An issuer can stipulate whether a

    management recommendation will be provided or not.

    Your Relationship Manager can speak with you about this

    matter in further detail.

    What is a default?

    A default instructs vote tabulators how to treat any

    unmarked proposal on any otherwise valid proxy card,

    resulting in balanced tabulations with equal numbers of

    shares voted on each proposal. Issuers have the option of

    defaulting an unmarked proposal to a voting instruction

    For (management) or electing that such a proposal be

    treated as not voted.

    What is the difference between a proxy card and a VIF?

    A proxy card is the paper voting document used for

    registered shareholders that is created by the depositary in

    consultation with the issuer. A VIF is the paper voting

    document used for U.S. beneficial shareholders that is

    created by BFS so that the clients of U.S. bank andbrokerage firms can provide voting instructions.

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    Can non-traditional voting options be processed in the

    U.S.?

    Yes, in most cases. While some platforms are committed

    to the For, Against, and Abstain option for each

    proposal, for DR issuers, the Abstain option is not always

    applicable to a Yes/No choice. Cumulative voting for

    directors and conditional voting (a choice of five out of

    seven auditors, for example) can also be processed, but

    they have some limits.

    Why does the preliminary broker search identify fewer

    sets of materials than there are DR holders?

    To prevent an unnecessary number of shareholder materials

    from being mailed, U.S. regulation permits paper mailings to

    be eliminated if relevant bank and brokerage firms can

    establish that certain requirements have been met. In

    general terms, mailings can be eliminated if beneficial

    shareholders have consented to electronic delivery, have

    granted voting authority to their broker or investmentmanager, or if multiple shareholders reside at the same

    residence.

    What are e-consents?

    E-consents refer to beneficial shareholders who have

    previously advised BFS to deliver materials to them

    electronically. The depositary provides BFS with PDF files

    suitable for e-mail distribution. Through BFS, an issuer can

    obtain e-consents from beneficial shareholders. Your

    Relationship Manager can discuss this with you.

    Do all meeting-related documents need to be printed and

    mailed to all DR holders?

    No. Annual reports can be made available electronically on

    an issuers website. Shareholder voting materials can also

    be made available electronically, provided shareholders

    receive a paper notice advising them of the electronic

    location of those materials. It is important to note the

    distinction between making shareholder meeting materials

    available electronically and the actual electronic delivery of

    those materials. Shareholders who have consented to

    electronic delivery actually receive electronic files of all

    shareholder meeting materials. If shareholder meeting

    materials are available electronically, shareholders are

    entitled to request paper copies of those materials free of

    charge. Your Relationship Manager can help with any web-

    hosting of shareholder meeting materials and/or fulfillment

    requests for paper copies of materials.

    Once all meeting materials are approved, how long does it

    take to distribute them to DR holders?

    Since registered shareholders are known to, and serviced

    by, the depositary, the physical mailing is within the

    depositarys control and can be processed in a timely

    fashion. Beneficial shareholders are serviced by BFS, which

    has a statutory five-business-day window to mail. If a

    weekend intervenes, the process will take seven days, after

    the delivery of all meeting materials to BFS.

    What options are available for mailing?

    There are many variations, but essentially the choices come

    down to bulk, first-class, overnight, and overnight with

    overnight return. Bulk options are cost-effective for large

    mailings, but require time and planningusually a week or

    more than other options to work effectively. First-class mail

    is often the most appropriate option for depositary receipt

    timeframes and is really quite fast. Overnight options are

    very expensive and very effective, but are typically onlyemployed for a few holders in special situations (see

    Stratified Mailing below).

    What is a stratified mailing?

    A stratified mailing occurs when different mail options are

    employed for holders depending upon their level of

    ownership. A typical example would be to service all

    holders of over 10,000 shares by overnight mail and all

    others by first-class mail, but other mail options and other

    share-breaks are also viable. When contemplating a

    stratified mailing, the first step is to inquire as to thenumbers of holders above and below several thresholds.

    What is a reminder mailing?

    A reminder mailing is a follow-up mailing that occurs after

    the primary mailing. Unlike the initial mailing, there is no

    requirement that all holders be serviced, and often a

    reminder is only sent to a portion of the top. Also, typically

    this mailing would only include a proxy card (or VIF) and a

    letter, rather than an entire new set of materials. Generally,

    beneficial and registered shareholders can be reached by

    mail within two-to-three business days.

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    Is preliminary vote tabulation information available?

    Yes, but most holders and most brokers do not report until

    the very end of the voting period, so often preliminary

    tabulations do not accurately reflect final participation.

    When can final voting results be expected?

    With few exceptions, final results are available the firstbusiness day after the cutoff for the receipt of voting

    instructions. The exceptions tend to involve cumulative

    voting or disclosure of underlying holder information

    processed through Euroclear and Clearstream.

    What can be done to increase shareholder participation?

    The most effective way to increase shareholder

    participation is to conduct more detailed and thorough

    communication with shareholders. A variety of processes

    can assist in the communication process. These include

    mailing more than once and/or mailing a portion by

    overnight mail; setting up Internet and telephone voting for

    registered holders; and in the case of GDR programs, using

    Broadridge Global if the program has a large number of

    European holders (pages 12-13). The most direct way of

    influencing shareholders is by contracting a proxy

    solicitation firm to communicate with shareholders prior to

    the shareholder meeting (page 18).

    What is the difference between a proxy advisory firm and

    a proxy solicitation firm?

    A proxy advisory firm (ISS, Glass Lewis, others) is a firm

    employed by institutional shareholders. Proxy advisory

    firms analyze all proposals and provide their institutional

    shareholder clients with recommendations as to how their

    shares should be voted. A proxy solicitation firm is

    employed by issuers to contact shareholders to increase

    participation and influence proposal outcomes. Your

    Relationship Manager can provide previous meeting reports

    and regional criteria for recommendations made by proxy

    advisory firms and can arrange a consultation with our in-

    house proxy solicitation group if clients are interested in

    understanding this service in more detail.

    What is a shareholder identification firm?

    A shareholder identification firm specializes in identifying

    the ultimate beneficial owners of the shares. A complete

    shareholder identification is a necessary pre-condition for asuccessful proxy solicitation.

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    Beneficial shareholders

    Beneficial shareholders keep their holdings in accounts

    maintained by their bank or brokers in clearing and

    settlement systems. These holders are not visible to the

    depositary, but will appear in the accounts of their broker.

    Broadridge Financial Solutions(BFS, formerly Automatic Data Processing)

    Broadridge is a full-service outsourcing provider to U.S.

    financial institutions. For proxy voting, financial institutions

    retain Broadridge to distribute proxy materials to their

    clients, collect votes, and transmit all votes received to the

    depositary. Most financial institutions have outsourced

    their proxy solicitation and any shareholder meeting

    information distribution requirements to Broadridge.

    Broadridge GlobalBroadridge Global is the part of BFS active in servicing

    holders outside the U.S. and Canada. For DR programs,

    Broadridge Global is often active in servicing holders that

    hold their shares through Euroclear and Clearstream. They

    can play a role in local share voting.

    Clearstream

    Clearstream is the international clearing organization

    located in Europe, responsible for holding, clearing and

    settling international securities transactions. Clearstream is

    the combination of Cedel and the German national clearingcenter.

    DTCC, The Depositary Trust & Clearing Company

    DTCC is the worlds largest securities depository, holding

    nearly $33.9 trillion in assets for its participants and their

    customers. DTCC is a national clearinghouse for the

    settlement of trades in corporate and municipal securities

    and performs asset services for its participating banks and

    broker/dealers. DTCCs network links more than 6,000

    broker/dealers, custodian banks and institutional investors,

    as well as transfer agents, paying agents and exchange and

    redemption agents for securities issuers. DTCC is owned

    by members of the financial industry.

    Euroclear

    Euroclear is a settlement system for domestic and

    international securities transactions, covering bonds,

    equities, DRs and investment funds. Market-owned and

    market-governed, Euroclear provides securities services to

    major financial institutions located in more than 90countries. In addition to its role as International Central

    Securities Depositary (ICSD), Euroclear also acts as the

    Central Securities Depository (CSD) for Dutch, French,

    Irish and UK securities. CIK, the CSD of Belgium, joined the

    group in January 2006 and was renamed Euroclear

    Belgium.

    Proxy

    A proxy is the authority or instrument that transfers a

    shareholders voting rights to an authorized agent of the

    shareholder. It may also be defined as the personempowered to act as an agent to vote in place of the

    shareholder at a shareholder meeting. Foreign companies

    seek the participation of DR shareholders in their

    shareholder meetings by distributing proxies or voting

    instruction forms that detail the various resolutions to be

    voted on at the meeting.

    Registered Holders

    Registered holders are shareholders who elect to hold their

    shares directly with the depositary or the transfer agent of

    the depositary, rather than through a bank or broker-

    dealer. Share positions for registered owners will appear

    on the books of the depositarys transfer agent.

    SWIFT

    SWIFT is the Society for Worldwide Interbank Financial

    Telecommunication, a member-owned cooperative that

    provides the proprietary communications platform,

    products and services that allow the financial community

    to connect and exchange financial information

    electronically.

    .

    Glossary

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    Proxy Group Manager

    Alvaro F. Quiroga

    Tel: +1 212 815 [email protected]

    DR Proxy Specialists

    Michele Baratta

    Tel:+1 212 815 4235

    [email protected]

    Michael Brooks

    Tel: +1 212 815 4629

    [email protected]

    Mira Daskal (fluent in Russian)

    Tel: +1 212 815 5021

    [email protected]

    Ellen OBrien

    Tel: +1 212 815 3895

    [email protected]

    Minerva Rosario

    Tel: +1 212 815 [email protected]

    Jenell Wilkie

    Tel: +1 212 815 4191

    [email protected]

    Corporate Governance

    Verdun Edgtton

    Corporate Governance OfficerTel: +1 212 815 3882

    [email protected]

    Michael S. OBrien

    Senior Corporate Governance Specialist

    Tel: +1 212 815 6007

    [email protected]

    BNY Mellon Depositary Receipt Corporate Governance & Proxy Contac

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    About BNY Mellon

    BNY Mellon is a global financial services company focused on helping clients manage and service their financial assets, operating in 36 countriesand serving more than 100 markets. BNY Mellon is a leading provider of financial services for institutions, corporations and high-net-worth

    individuals, providing superior asset management and wealth management, asset servicing, issuer services, clearing services and treasury services

    through a worldwide client-focused team. It has $24.4 trillion in assets under custody and administration and $1.14 trillion in assets under

    management, services $12.0 trillion in outstanding debt and processes global payments averaging $1.6 trillion per day. BNY Mellon is the corporate

    brand of The Bank of New York Mellon Corporation. Additional information is available at www.bnymellon.com.

    This information and data are provided for general informational purposes only. BNY Mellon does not warrant or guarantee the accuracy or

    completeness of, nor undertake to update or amend, this information or data. We provide no advice nor recommendation or endorsement with

    respect to any company or securities. Nothing herein shall be deemed to constitute an offer to sell or a solicitation of an offer to buy securities.

    Members FDIC. 2010 The Bank of New York Mellon Corporation. Services provided by BNY Mellon and its various subsidiaries. All rights

    reserved.

    http://www.bnymellon.com/http://www.bnymellon.com/