all votes jahresbericht - trust 211 - alte leipziger

ALH Gruppe

All Votes

01/01/2021 to 31/12/2021

All Votes Report VOTE SUMMARY REPORT

REPORTING PERIOD: 01/01/2021 to 12/31/2021

adidas AG

Meeting Date: 05/12/2021 Country: Germany

Meeting Type: Annual

Ticker: ADS

Primary ISIN: DE000A1EWWW0 Primary SEDOL: 4031976

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Receive Financial Statements and Statutory

Reports for Fiscal Year 2020 (Non-Voting) 1

Mgmt For For Approve Allocation of Income and Dividends of

EUR 3.00 per Share 2

Mgmt For For Approve Discharge of Management Board for

Fiscal Year 2020 3

Mgmt Against For Approve Discharge of Supervisory Board for

Fiscal Year 2020 4

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

Mgmt For For Elect Jackie Joyner-Kersee to the Supervisory Board

5

Mgmt Against For Approve Remuneration Policy 6

Voter Rationale: Long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant.

Mgmt For For Approve Remuneration of Supervisory Board 7

Mgmt For For Amend Articles Re: Information for Registration in the Share Register

8

Mgmt For For Approve Creation of EUR 50 Million Pool of Capital with Preemptive Rights

9

Mgmt For For Approve Creation of EUR 20 Million Pool of Capital without Preemptive Rights

10

Mgmt For For Cancel Authorized Capital 2016 11

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

Shares

12

Mgmt Against For Authorize Use of Financial Derivatives when Repurchasing Shares

13

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

Mgmt Against For Ratify KPMG AG as Auditors for Fiscal Year 2021

14

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

Page 1 of 303

Adyen NV

Meeting Date: 02/12/2021 Country: Netherlands

Meeting Type: Special

Ticker: ADYEN

Primary ISIN: NL0012969182 Primary SEDOL: BZ1HM42

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Special Meeting Agenda Mgmt

Mgmt Open Meeting and Announcements 1

Mgmt For For Elect Alexander Matthey to Management Board 2

Mgmt For For Elect Caoimhe Treasa Keogan to Supervisory Board

3

Mgmt Close Meeting 4

Adyen NV



Ticker: ADYEN

Primary ISIN: NL0012969182 Primary SEDOL: BZ1HM42

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Annual Meeting Agenda Mgmt

Mgmt For For Approve Remuneration Report 2.b

Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt For For Adopt Financial Statements and Statutory Reports

2.c

Mgmt For For Approve Discharge of Management Board 3

Mgmt For For Approve Discharge of Supervisory Board 4

Mgmt For For Reelect Ingo Jeroen Uytdehaage to Management Board

5

Mgmt For For Reelect Delfin Rueda Arroyo to Supervisory Board

6

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

7

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

8

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

9

Mgmt For For Ratify PwC as Auditors 10

Page 2 of 303

Aena S.M.E. SA

Meeting Date: 04/27/2021 Country: Spain


Ticker: AENA

Primary ISIN: ES0105046009 Primary SEDOL: BVRZ8L1

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Standalone Financial Statements Mgmt For For

Mgmt For For Approve Consolidated Financial Statements 2

Mgmt For For Approve Treatment of Net Loss 3

Mgmt For For Approve Non-Financial Information Statement 4

Mgmt For For Approve Discharge of Board 5

Mgmt For For Ratify Appointment of and Elect Juan Rio Cortes as Director

6

Mgmt For For Amend Articles Re: Allow Shareholder Meetings to be Held in Virtual-Only Format

7.1

Voter Rationale: In-person shareholder meetings enable essential scrutiny of boards and management. There should be an annual physical meeting of the shareholders, and all the directors of the company should attend.

Mgmt For For Amend Articles Re: Board Competences and Board Committees

7.2

Mgmt For For Amend Articles Re: Board Committees, Remuneration and Climate Action Plan

7.3

Mgmt For For Amend Articles of General Meeting Regulations Re: Allow Shareholder Meetings to be Held in

Virtual-Only Format

8


Mgmt Against For Advisory Vote on Remuneration Report 9

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

Mgmt For For Advisory Vote on Company's Climate Action Plan

10

Voter Rationale: The company's climate transition plan includes clear targets for 2030 and the governance structure for addressing and dealing with the climate topics is transparent and appears robust.

Mgmt For For Authorize Board to Ratify and Execute

Approved Resolutions 11

Air Liquide SA

Meeting Date: 05/04/2021 Country: France

Meeting Type: Annual/Special

Ticker: AI

Primary ISIN: FR0000120073 Primary SEDOL: B1YXBJ7

Page 3 of 303

Air Liquide SA

Did Not Vote Due to Ballot Shareblocking

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Ordinary Business Mgmt

Mgmt Do Not Vote For Approve Financial Statements and Statutory Reports

1

Mgmt Do Not Vote For Approve Consolidated Financial Statements and Statutory Reports

2

Mgmt Do Not Vote For Approve Allocation of Income and Dividends of EUR 2.75 per Share and an Extra of EUR 0.27

per Share to Long Term Registered Shares

3

Mgmt Do Not Vote For Authorize Repurchase of Up to 10 Percent of Issued Share Capital

4

Mgmt Do Not Vote For Reelect Xavier Huillard as Director 5

Mgmt Do Not Vote For Elect Pierre Breber as Director 6

Mgmt Do Not Vote For Elect Aiman Ezzat as Director 7

Mgmt Do Not Vote For Elect Bertrand Dumazy as Director 8

Mgmt Do Not Vote For Approve Auditors' Special Report on Related-Party Transactions Mentioning the

Absence of the New Transactions

9

Mgmt Do Not Vote For Approve Compensation of Benoit Potier 10

Mgmt Do Not Vote For Approve Compensation Report of Corporate Officers

11

Mgmt Do Not Vote For Approve Remuneration Policy of Corporate Officers

12

Mgmt Do Not Vote For Approve Remuneration Policy of Directors 13

Mgmt Extraordinary Business

Mgmt Do Not Vote For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares

14

Mgmt Do Not Vote For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to

Aggregate Nominal Amount of EUR 470 Million

15

Mgmt Do Not Vote For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above

16

Mgmt Do Not Vote For Authorize Capital Issuances for Use in Employee Stock Purchase Plans

17

Mgmt Do Not Vote For Authorize Capital Issuances for Use in Employee Stock Purchase Plans Reserved for

Employees of International Subsidiaries

18

Mgmt Ordinary Business

Page 4 of 303

Air Liquide SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Do Not Vote For Authorize Filing of Required Documents/Other Formalities

19

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Approve Financial Statements and Statutory

Reports 1

Mgmt For For Approve Consolidated Financial Statements

and Statutory Reports 2

Mgmt For For Approve Allocation of Income and Dividends of EUR 2.75 per Share and an Extra of EUR 0.27 per Share to Long Term Registered Shares

3

Mgmt For For Authorize Repurchase of Up to 10 Percent of

Issued Share Capital 4

Mgmt For For Reelect Xavier Huillard as Director 5

Mgmt For For Elect Pierre Breber as Director 6

Mgmt For For Elect Aiman Ezzat as Director 7

Mgmt Against For Elect Bertrand Dumazy as Director 8

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

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

Absence of the New Transactions

9

Mgmt For For Approve Compensation of Benoit Potier 10

Voter Rationale: Companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt For For Approve Compensation Report of Corporate Officers

11


Mgmt For For Approve Remuneration Policy of Corporate Officers

12

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

Page 5 of 303

Air Liquide SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve Remuneration Policy of Directors 13



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

14

Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 470 Million

15

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

Above

16

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

17

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

18


Mgmt For For Authorize Filing of Required Documents/Other Formalities

19

Airbus SE



Ticker: AIR

Primary ISIN: NL0000235190 Primary SEDOL: 4012250

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Open Meeting 1

Mgmt Discussion on Company's Corporate Governance Structure

2.1

Mgmt Receive Report on Business and Financial Statements

2.2

Mgmt Receive Explanation on Company's Reserves and Dividend Policy

2.3

Mgmt Discussion of Agenda Items 3

Mgmt For For Adopt Financial Statements 4.1

Mgmt For For Approve Discharge of Non-Executive Members of the Board of Directors

4.2

Mgmt For For Approve Discharge of Executive Members of the Board of Directors

4.3

Page 6 of 303

Airbus SE Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Ratify Ernst & Young Accountants LLP as Auditors

4.4

Mgmt For For Approve Implementation of Remuneration Policy

4.5

Mgmt For For Reelect Rene Obermann as Non-Executive Director

4.6

Mgmt Against For Reelect Amparo Moraleda as Non-Executive Director

4.7

Voter Rationale: The Company should put in place a policy to increase gender diversity on the board. Our expectation is that female directors should comprise at least 30% of the board.

Mgmt For For Reelect Victor Chu as Non-Executive Director 4.8

Mgmt For For Reelect Jean-Pierre Clamadieu as Non-Executive Director

4.9

Mgmt For For Grant Board Authority to Issue Shares Up To 0.51 Percent of Issued Capital and Exclude Preemptive Rights Re: ESOP and LTIP Plans

4.10

Mgmt For For Grant Board Authority to Issue Shares Up To 1.15 Percent of Issued Capital and Exclude Preemptive Rights Re: Company Funding

4.11


4.12

Mgmt For For Approve Cancellation of Repurchased Shares 4.13


Akzo Nobel NV



Ticker: AKZA

Primary ISIN: NL0013267909 Primary SEDOL: BJ2KSG2

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Open Meeting 1

Mgmt Receive Report of Management Board (Non-Voting)

2.a

Mgmt For For Adopt Financial Statements 3.a

Mgmt Discuss on the Company's Dividend Policy 3.b

Mgmt For For Approve Dividends of EUR 1.95 Per Share 3.c

Mgmt Against For Approve Remuneration Report 3.d

Voter Rationale: Remuneration committee should not allow vesting of incentive awards for below median performance. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Finally, the terms of incentive schemes should not be amended retrospectively. Any significant amendment to the terms of incentive schemes should be subject to shareholder approval.

Page 7 of 303

Akzo Nobel NV Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve Discharge of Management Board 4.a

Mgmt For For Approve Discharge of Supervisory Board 4.b

Mgmt For For Amend Remuneration Policy for Management Board

5.a

Mgmt For For Amend Remuneration Policy for Supervisory Board

5.b

Mgmt For For Reelect T.F.J. Vanlancker to Management Board 6.a

Mgmt For For Reelect P.W. Thomas to Supervisory Board 7.a


8.a


8.b


9

Mgmt For For Authorize Cancellation of Repurchased Shares 10


Alger Sicav - Alger Small Cap Focus Fund

Meeting Date: 04/30/2021 Country: Luxembourg


Ticker: JZ515K.F

Primary ISIN: LU1339879758 Primary SEDOL: BF5GN86

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Financial Statements and Statutory Reports

Mgmt For For

Mgmt For For Approve Allocation of Income 2

Mgmt For For Approve Discharge of Directors 3

Mgmt For For Re-elect Roger P. Cheever as Director 4.a

Mgmt For For Re-elect Daniel C. Chung as Director 4.b

Mgmt For For Re-elect Hal Liebes as Director 4.c

Mgmt For For Renew Appointment of Deloitte as Auditor 5

Mgmt Against For Approve Remuneration of Directors 6

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

Mgmt Transact Other Business (Non-Voting) 7

Page 8 of 303

Allianz Global Investors Fund - Allianz Europe Equity Growth Select



Ticker: TPTLQR.F

Primary ISIN: LU0908554172 Primary SEDOL: 4K87GX4

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Receive and Approve Board's and Auditor's Reports, Approve Financial Statements and

Allocation of Income

Mgmt For For


Mgmt For For Elect Beatrix Anton-Groenemeyer as Director 3

Mgmt For For Elect Oliver Drissen as Director 4

Mgmt For For Elect Hanna Duer as Director 5

Mgmt For For Elect Gerda Hermann as Director 6

Mgmt For For Elect Markus Nilles as Director 7

Mgmt For For Elect Dirk Raab as Director 8

Mgmt For For Appoint PricewaterhouseCoopers as Auditor 9

Mgmt Against For Transact Other Business (Voting) 10

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

Allianz SE



Ticker: ALV

Primary ISIN: DE0008404005 Primary SEDOL: 5231485

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Receive Financial Statements and Statutory

Reports for Fiscal Year 2020 (Non-Voting) Mgmt




Fiscal Year 2020 3

Mgmt For For Approve Discharge of Supervisory Board for

Fiscal Year 2020 4


Voter Rationale: Remuneration committee should not allow vesting of incentive awards for below median performance. Likewise, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.


Page 9 of 303

Allianz SE Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Amend Articles Re: Supervisory Board Term of Office

7

Alstom SA



Ticker: ALO

Primary ISIN: FR0010220475 Primary SEDOL: B0DJ8Q5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Approve Financial Statements and Statutory Reports

1

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




Mgmt For For Approve Allocation of Income and Dividends of EUR 0.25 per Share With an Option for Payment of Dividends in Cash or in Shares

3

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

4

Mgmt For For Renew Appointment of

PricewaterhouseCoopers Audit as Auditor 5

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

Mgmt For For Acknowledge End of Mandate of Jean-Christophe Georghiou as Alternate Auditor and Decision Not to Replace and

Renew

6

Mgmt For For Renew Appointment of Mazars as Auditor 7


Mgmt For For Acknowledge End of Mandate of Jean-Maurice El Nouchi as Alternate Auditor and Decision Not to Replace and Renew

8

Mgmt For For Approve Remuneration Policy of Chairman and

CEO 9




11

Page 10 of 303

Alstom SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Approve Compensation of Henri Poupart-Lafarge, Chairman and CEO

12

Voter Rationale: Iincentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.


13



14

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

15

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

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

16


Mgmt Against For Authorize up to 5 Million Shares for Use in

Restricted Stock Plans 17

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt For For Remove Articles Related to Preferred Stock 18

Mgmt For For Amend Articles of Bylaws to Comply with Legal

Changes 19


20

Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 260 Million

21

Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 260 Million

22

Mgmt For For Authorize Capital Increase of up to 10 Percent

of Issued Capital for Contributions in Kind 23

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

24

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

25

Page 11 of 303

Alstom SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Authorize Capital Increase of Up to EUR 260 Million for Future Exchange Offers

26

Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for Reserved for Specific Beneficiaries, up to Aggregate Nominal Amount of EUR 260 Million

27



28

Amadeus IT Group SA



Ticker: AMS

Primary ISIN: ES0109067019 Primary SEDOL: B3MSM28

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Consolidated and Standalone Financial Statements

Mgmt For For




Mgmt For For Elect Jana Eggers as Director 5.1

Mgmt For For Elect Amanda Mesler as Director 5.2

Mgmt For For Reelect Luis Maroto Camino as Director 5.3

Mgmt For For Reelect David Webster as Director 5.4

Mgmt For For Reelect Clara Furse as Director 5.5

Mgmt For For Reelect Nicolas Huss as Director 5.6

Mgmt For For Reelect Stephan Gemkow as Director 5.7

Mgmt For For Reelect Peter Kuerpick as Director 5.8

Mgmt For For Reelect Pilar Garcia Ceballos-Zuniga as Director 5.9

Mgmt For For Reelect Francesco Loredan as Director 5.10

Mgmt For For Advisory Vote on Remuneration Report 6

Voter Rationale: We welcome the improvements in disclosure made by the company and understand the rationale for exceptional awards in the year which have been made available to the workforce. We will expect increases in the size of awards under the short-term/long-term incentive scheme(s) to be better explained and accompanied by a corresponding increase in performance expectations. We will also expect better explanation of termination arrangements. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt For For Approve Remuneration of Directors 7

Page 12 of 303

Amadeus IT Group SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve Remuneration Policy 8

Voter Rationale: We welcome the improvements in disclosure made by the company and understand the rationale for exceptional awards in the year which have been made available to the workforce. We will expect increases in the size of awards under the short-term/long-term incentive scheme(s) to be better explained and accompanied by a corresponding increase in performance expectations. We will also expect better explanation of termination arrangements.

Mgmt For For Approve Performance Share Plan 9

Voter Rationale: We voted for expecting improved disclosure of incentive awards to executives, which should include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Mgmt For For Amend Article 11 Re: Share Capital Increase 10.1

Mgmt For For Amend Article 24 Re: Remote Voting 10.2

Mgmt For For Add New Article 24 bis Re: Allow Shareholder

Meetings to be Held in Virtual-Only Format 10.3

Mgmt For For Amend Articles Re: Board Functions and

Remuneration 10.4

Mgmt For For Amend Articles Re: Board Committees 10.5

Mgmt For For Amend Articles of General Meeting Regulations

Re: Company's Name and Corporate Website 11.1

Mgmt For For Amend Article 7 of General Meeting

Regulations Re: Right to Information 11.2


Re: Holding of the General Meeting 11.3


Re: Constitution and Start of the Session 11.4



Amplifon SpA

Meeting Date: 04/23/2021 Country: Italy


Ticker: AMP

Primary ISIN: IT0004056880 Primary SEDOL: B14NJ71

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Accept Financial Statements and Statutory

Reports 1.1


Mgmt For For Approve Allocation of Income 1.2


Page 13 of 303

Amplifon SpA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

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

SH Against None Slate 1 Submitted by Ampliter Srl 3.1.1

Voter Rationale: This item warrants a vote AGAINST because: - Shareholders can support only one slate. - Slate 2 is likely to better represent the interests of global institutional investors and minority shareholders.

SH For None Slate 2 Submitted by Institutional Investors (Assogestioni)

3.1.2

Mgmt For For Approve Internal Auditors' Remuneration 3.2

Mgmt Against For Approve Remuneration Policy 4.1

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

Mgmt Against For Approve Second Section of the Remuneration

Report 4.2

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

Mgmt Against For Authorize Share Repurchase Program and

Reissuance of Repurchased Shares 5

Voter Rationale: Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company. Also, any request to use financial derivatives when repurchasing shares should be fully explained and justified by the company.

Amundi Funds - European Equity Value



Ticker: X137

Primary ISIN: LU1883314244 Primary SEDOL: BHLPL09

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Receive Board's and Auditor's Reports Mgmt

Mgmt For For Approve Financial Statements 2



Mgmt For For Re-elect Christian Pellis as Director 5

Mgmt For For Re-elect Christophe Lemarie as Director 6

Mgmt For For Re-elect Eric Pinon as Director 7

Mgmt Acknowledge Resignation of Elodie Laugel as

Director 8

Mgmt For For Elect Bruno Prigent as Director 9

Page 14 of 303

Amundi Funds - European Equity Value Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Renew Appointment of PricewaterhouseCoopers as Auditor

10

Mgmt For For Approve Remuneration of Director Bruno Prigent for the Period April 8, 2021 to June 30,

2021 Amounted to EUR 9,095

11

Mgmt For For Approve Remuneration of Director Eric Pinon for the Financial Year Ending June 30, 2022

Amounted to EUR 50,000

12

Mgmt For For Approve Remuneration of Director Bruno Prigent for the Financial Year Ending June 30,


13


Amundi Funds - Pioneer Us Equity Fundamental Growth



Ticker: KGV6V7.F

Primary ISIN: LU1883854199 Primary SEDOL: BHLQ2T8

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction





Mgmt For For Re-elect Christian Pellis as Director 5


Mgmt For For Re-elect Eric Pinon as Director 7

Mgmt Acknowledge Resignation of Elodie Laugel as Director

8

Mgmt For For Elect Bruno Prigent as Director 9


10

Mgmt For For Approve Remuneration of Director Bruno Prigent for the Period April 8, 2021 to June 30,


11

Mgmt For For Approve Remuneration of Director Eric Pinon for the Financial Year Ending June 30, 2022

Amounted to EUR 50,000

12

Mgmt For For Approve Remuneration of Director Bruno Prigent for the Financial Year Ending June 30,


13


Page 15 of 303

Amundi Index Solutions - Amundi Index Msci Usa SRI



Ticker: USRI

Primary ISIN: LU1861136247 Primary SEDOL: BFY2M33

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction





Mgmt For For Re-elect Valerie Baudson as Director 5

Mgmt For For Re-elect Jeanne Duvoux as Director 6


Mgmt For For Re-elect Nicolas Vauleon as Director 8

Mgmt For For Approve Resignation of Elodie Laugel as Director

9

Mgmt For For Renew Appointment of Ernst & Young as Auditor

10


Amundi Index Solutions - Amundi Index Msci Usa SRI



Ticker: X5SJ7X.F

Primary ISIN: LU1861135512 Primary SEDOL: BFY2LV4

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Termination of Mandate of Ernst & Young as Auditor

Mgmt For For



Amundi Index Solutions - Amundi MSCI Em Asia



Ticker: AASI

Primary ISIN: LU1681044480 Primary SEDOL: BF2JVC8

Page 16 of 303


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction










9


10





Ticker: AASI

Primary ISIN: LU1681044480 Primary SEDOL: BF2JVC8

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For



Amundi Index Solutions - Amundi Prime Japan



Ticker: PR1J

Primary ISIN: LU1931974775 Primary SEDOL: BHRWX53

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Page 17 of 303

Amundi Index Solutions - Amundi Prime Japan Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction








9


10


Amundi Index Solutions - Amundi Prime Japan



Ticker: PR1J

Primary ISIN: LU1931974775 Primary SEDOL: BHRWX53

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For



Anheuser-Busch InBev SA/NV

Meeting Date: 04/28/2021 Country: Belgium


Ticker: ABI

Primary ISIN: BE0974293251 Primary SEDOL: BYYHL23

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Annual/Special Meeting Mgmt

Mgmt Special Meeting Agenda

Mgmt Against For Authorize Repurchase of Up to 20 Percent of Issued Share Capital

A1

Voter Rationale: Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company. Also, shares should not be repurchased at a premium/discount to the market price of more than 10%.

Page 18 of 303

Anheuser-Busch InBev SA/NV Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Annual Meeting Agenda

Mgmt Receive Directors' Reports (Non-Voting) B2

Mgmt Receive Auditors' Reports (Non-Voting) B3

Mgmt Receive Consolidated Financial Statements and Statutory Reports (Non-Voting)

B4

Mgmt For For Approve Financial Statements, Allocation of Income, and Dividends of EUR 0.50 per Share

B5

Mgmt For For Approve Discharge of Directors B6

Mgmt For For Approve Discharge of Auditors B7

Mgmt Against For Reelect Martin J. Barrington as Director B8a

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

Mgmt Against For Reelect William F. Gifford, Jr. as Director B8b

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

Mgmt Against For Reelect Alejandro Santo Domingo Davila as

Director B8c


Mgmt Against For Approve Remuneration policy B9

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

Mgmt Against For Approve Remuneration Report B10


Mgmt For For Approve Change-of-Control Clause Re: Revolving Credit and Swingline Facilities

Agreement

B11

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

Documents/Formalities at Trade Registry

C12

ArcelorMittal SA



Ticker: MT

Primary ISIN: LU1598757687 Primary SEDOL: BYPBS67

Page 19 of 303

ArcelorMittal SA

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Approve Consolidated Financial Statements I

Mgmt For For Approve Financial Statements II

Mgmt For For Approve Dividends of USD 0.30 Per Share III

Mgmt For For Approve Allocation of Income IV

Mgmt For For Approve Remuneration Policy V

Mgmt Against For Approve Remuneration Report VI


Mgmt For For Approve Remuneration of the Directors, Members and Chairs of the Audit and Risk Committee and Members and Chairs of the Other Committee

VII

Mgmt For For Approve Discharge of Directors VIII

Mgmt For For Reelect Karyn Ovelmen as Director IX

Mgmt For For Reelect Tye Burt as Director X

Mgmt For For Elect Clarissa Lins as Director XI

Mgmt Against For Approve Share Repurchase XII

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

Mgmt For For Renew Appointment of Deloitte Audit as Auditor

XIII


Mgmt For For Approve Share Plan Grant, Restricted Share Unit Plan and Performance Unit Plan under the Executive Office PSU Plan and ArcelorMittal

Equity Plan

XIV



Mgmt For For Approve Reduction in Share Capital through Cancellation of Shares and Amend Articles 5.1 and 5.2 of the Articles of Association

I

argenx SE



Ticker: ARGX

Primary ISIN: NL0010832176 Primary SEDOL: BNHKYX4

Page 20 of 303

argenx SE

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Open Meeting 1


2

Mgmt Against For Adopt Remuneration Policy 3

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Moreover, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt Against For Approve Remuneration Report 4

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

Mgmt Discuss Annual Report for FY 2020 5.a


5.b

Mgmt Discussion on Company's Corporate Governance Structure

5.c

Mgmt For For Approve Allocation of Losses to the Retained Earnings of the Company

5.d

Mgmt For For Approve Discharge of Directors 5.e

Mgmt Against For Elect Yvonne Greenstreet as Non-Executive Director

6


Mgmt Against For Reelect Anthony Rosenberg as Non-Executive

Director 7


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

8

Mgmt For For Ratify Deloitte Accountants B.V. as Auditors 9

Mgmt Other Business (Non-Voting) 10


Aroundtown SA



Ticker: AT1

Primary ISIN: LU1673108939 Primary SEDOL: BF0CK44

Page 21 of 303

Aroundtown SA

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Receive Board's Report 1

Mgmt Receive Auditor's Report 2






Mgmt For For Renew Appointment of KPMG Luxembourg as

Auditor 7

Mgmt For For Approve Dividends of EUR 0.22 Per Share 8




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

Mgmt Against For Approve Share Repurchase 11


ASM International NV


Meeting Type: Extraordinary Shareholders

Ticker: ASM


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Extraordinary Meeting Agenda Mgmt

Mgmt Open Meeting 1

Mgmt For For Elect Pauline van der Meer Mohr to Supervisory Board

2A

Mgmt For For Elect Adalio Sanchez to Supervisory Board 2B


Page 22 of 303

ASML Holding NV



Ticker: ASML

Primary ISIN: NL0010273215 Primary SEDOL: B929F46

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Open Meeting 1

Mgmt Discuss the Company's Business, Financial Situation and Sustainability

2

Mgmt Against For Approve Remuneration Report 3.a

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, remuneration committee should not allow vesting of incentive awards for below median performance. Last, the terms of incentive schemes should not be amended retrospectively. Any significant amendment to the terms of incentive schemes should be subject to shareholder approval.


3.b

Mgmt Receive Clarification on Company's Reserves and Dividend Policy

3.c

Mgmt For For Approve Dividends of EUR 2.75 Per Share 3.d



Mgmt Against For Approve Number of Shares for Management Board

5

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

Mgmt Against For Approve Certain Adjustments to the Remuneration Policy for Management Board

6

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

Mgmt For For Approve Certain Adjustments to the Remuneration Policy for Supervisory Board

7

Mgmt Receive Information on the Composition of the Management Board

8

Mgmt For For Elect B. Conix to Supervisory Board 9.a

Mgmt Receive Information on the Composition of the Supervisory Board

9.b

Mgmt For For Ratify KPMG Accountants N.V. as Auditors 10

Mgmt For For Grant Board Authority to Issue Shares Up to 5

Percent of Issued Capital for General Purposes 11.a

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

11.b

Page 23 of 303

ASML Holding NV Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

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

Percent in Case of Merger or Acquisition

11.c

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

11.d


12.a

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

12.b




Assicurazioni Generali SpA



Ticker: G

Primary ISIN: IT0000062072 Primary SEDOL: 4056719

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Accept Financial Statements and Statutory Reports

1a


Mgmt For For Approve Allocation of Income 1b


Mgmt For For Amend Company Bylaws Re: Articles 8.1, 8.4,

8.5, 8.6, and 8.7 2a

Mgmt For For Amend Company Bylaws Re: Article 9.1 2b


Mgmt Against For Approve Remuneration Policy 3a

Voter Rationale: Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. Also, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Moreover, remuneration committee should not allow vesting of incentive awards for below median performance.

Mgmt Against For Approve Second Section of the Remuneration Report

3b

Voter Rationale: Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. Also, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Moreover, remuneration committee should not allow vesting of incentive awards for below median performance.

Mgmt For For Approve Group Long Term Incentive Plan 4a

Page 24 of 303

Assicurazioni Generali SpA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

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

Group Long Term Incentive Plan

4b


Mgmt For For Authorize Board to Increase Capital to Service Group Long Term Incentive Plan

4c

Atlantia SpA



Ticker: ATL


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Extraordinary Business Mgmt

Mgmt For For Approve Partial and Proportional Demerger Plan of Atlantia SpA in Favor of Autostrade Concessioni e Costruzioni SpA; Amend Company Bylaws Re: Article 6

1

Atlantia SpA



Ticker: ATL


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Approve Extension of the Deadline for the Fulfilment of the Condition Precedent Provided for by Article 7.1 (ix) of the Plan for the Partial and Proportional Demerger of Atlantia SpA in Favor of Autostrade Concessioni e Costruzioni SpA

1

Atlantia SpA



Ticker: ATL


Page 25 of 303

Atlantia SpA

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Management Proposals


1a


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

SH For None Slate 1 Submitted by Sintonia SpA 2a.1

Voter Rationale: Shareholders can support only one slate. Supporting this slate would ensure that the chairperson of the statutory auditors' board is appointed from the slate proposed by institutional investors.

SH Against None Slate 2 Submitted by Institutional Investors (Assogestioni)

2a.2

Mgmt For For Approve Internal Auditors' Remuneration 2b

Mgmt Shareholder Proposal Submitted by Sintonia SpA

SH Against None Elect Nicola Verdicchio as Director 3.1

Voter Rationale: Shareholders can support only one of the two candidates. The other candidate has agreed to abide by the chart of corporate governance principles adopted by Assogestioni.

Mgmt Shareholder Proposal Submitted by Institutional Investors (Assogestioni)

SH For None Elect Andrea Brentan as Director 3.2


Mgmt For For Approve Stock Grant Plan 2021-2023 4


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


Report 5b


Mgmt Against None Deliberations on Possible Legal Action Against

Directors if Presented by Shareholders A

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


Mgmt For For Amend Company Bylaws Re: Article 8 1a

Mgmt For For Amend Company Bylaws Re: Article 20 1b

Mgmt For For Amend Company Bylaws Re: Article 23 1c

Mgmt For For Amend Company Bylaws Re: Articles 26 and 28 1d

Page 26 of 303

Atlantia SpA


Meeting Type: Ordinary Shareholders

Ticker: ATL


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Approve Disposal of the Entire Stake held in Autostrade per l'Italia SpA by Atlantia SpA

1

Atlantia SpA



Ticker: ATL


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Against For Authorize Share Repurchase Program 1

Voter Rationale: Shares should not be repurchased at a premium/discount to the market price of more than 10%. Also, any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.

Mgmt For For Amend Regulations on General Meetings 2


Mgmt For For Authorize Cancellation of Treasury Shares without Reduction of Share Capital; Amend

Article 6

1

Mgmt For For Amend Company Bylaws Re: Article 14; Amend Regulations on General Meetings Re: Article 1

2a

Mgmt For For Amend Company Bylaws Re: Article 27 2b

Mgmt For For Amend Company Bylaws Re: Articles 31 and 32 2c

AXA SA



Ticker: CS

Primary ISIN: FR0000120628 Primary SEDOL: 7088429

Page 27 of 303

AXA SA


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1


2

Mgmt Do Not Vote For Approve Allocation of Income and Dividends of EUR 1.43 per Share

3


4

Mgmt Do Not Vote For Approve Compensation of Denis Duverne, Chairman of the Board

5

Mgmt Do Not Vote For Approve Compensation of Thomas Buberl, CEO 6

Mgmt Do Not Vote For Approve Amendment of Remuneration Policy of CEO Re: GM 2019 and 2020

7

Mgmt Do Not Vote For Approve Remuneration Policy of CEO 8

Mgmt Do Not Vote For Approve Remuneration Policy of Chairman of the Board

9



Absence of New Transactions

11

Mgmt Do Not Vote For Reelect Ramon de Oliveira as Director 12

Mgmt Do Not Vote For Elect Guillaume Faury as Director 13

Mgmt Do Not Vote For Elect Ramon Fernandez as Director 14


15


Mgmt Do Not Vote For Authorize Capitalization of Reserves of Up to EUR 1 Billion for Bonus Issue or Increase in

Par Value

16


Aggregate Nominal Amount of EUR 2 Billions

17

Mgmt Do Not Vote For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to


18

Mgmt Do Not Vote For Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to


19

Page 28 of 303

AXA SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Do Not Vote For Authorize Board to Set Issue Price for 10 Percent Per Year of Issued Capital Pursuant to

Issue Authority without Preemptive Rights

20

Mgmt Do Not Vote For Authorize Capital Increase of Up to EUR 550 Million for Future Exchange Offers

21

Mgmt Do Not Vote For Authorize Capital Increase of up to 10 Percent of Issued Capital for Contributions in Kind

22

Mgmt Do Not Vote For Authorize Issuance of Equity Upon Conversion of a Subsidiary's Equity-Linked Securities without Preemptive Rights for Up to EUR 550 Million

23

Mgmt Do Not Vote For Authorize Issuance of Equity Upon Conversion of a Subsidiary's Equity-Linked Securities with

Preemptive Rights for Up to EUR 2 Billion

24


25



26


27


28

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Reports 1





Mgmt For For Approve Compensation Report of Corporate

Officers 4

Mgmt For For Approve Compensation of Denis Duverne,

Chairman of the Board 5

Mgmt Against For Approve Compensation of Thomas Buberl, CEO 6

Voter Rationale: Despite notable improvements a vote AGAINST this remuneration report is warranted because:* The justifications of the adjustments made to neutralize the impact of Covid-19 on the STI and LTI are not deemed compelling enough;* The increased number of shares granted during FY20 along with the change in the plan's grant date triggers a potential windfall effect. While the decision to change the plan's grant date was announced in 2019 before the sanitary crisis (plans were previously implemented in June), the company has not disclosed how this potential risk of windfall effect had been taken into account when shares were granted. This is all the more problematic as it is also proposed to revise performance conditions attached to this plan to take into account the impact of the sanitary crisis.* The options of the 2017 plan that should have vested this year have seem to have failed the performance criteria for the initial performance period and are being retested on upcoming exercises.

Page 29 of 303


Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve Amendment of Remuneration Policy of CEO Re: GM 2019 and 2020

7

Mgmt For For Approve Remuneration Policy of CEO 8


Mgmt For For Approve Remuneration Policy of Chairman of the Board

9



11

Mgmt For For Reelect Ramon de Oliveira as Director 12

Mgmt For For Elect Guillaume Faury as Director 13

Mgmt For For Elect Ramon Fernandez as Director 14


15


Mgmt For For Authorize Capitalization of Reserves of Up to EUR 1 Billion for Bonus Issue or Increase in Par Value

16

Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 2 Billions

17


18


19


20


21

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

22

Mgmt For For Authorize Issuance of Equity Upon Conversion of a Subsidiary's Equity-Linked Securities without Preemptive Rights for Up to EUR 550

Million

23

Mgmt For For Authorize Issuance of Equity Upon Conversion of a Subsidiary's Equity-Linked Securities with Preemptive Rights for Up to EUR 2 Billion

24

Page 30 of 303


Proponent

Proposal Text

Mgmt Rec

Vote Instruction


25



26


Mgmt For For Authorize Decrease in Share Capital via

Cancellation of Repurchased Shares 27

Mgmt For For Authorize Filing of Required Documents/Other

Formalities 28

Banco Bilbao Vizcaya Argentaria SA



Ticker: BBVA

Primary ISIN: ES0113211835 Primary SEDOL: 5501906


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Approve Consolidated and Standalone Financial

Statements Mgmt For Do Not Vote

Mgmt Do Not Vote For Approve Non-Financial Information Statement 1.2

Mgmt Do Not Vote For Approve Treatment of Net Loss 1.3

Mgmt Do Not Vote For Approve Discharge of Board 1.4

Mgmt Do Not Vote For Reelect Jose Miguel Andres Torrecillas as

Director 2.1

Mgmt Do Not Vote For Reelect Jaime Felix Caruana Lacorte as

Director 2.2

Mgmt Do Not Vote For Reelect Belen Garijo Lopez as Director 2.3

Mgmt Do Not Vote For Reelect Jose Maldonado Ramos as Director 2.4

Mgmt Do Not Vote For Reelect Ana Cristina Peralta Moreno as Director 2.5

Mgmt Do Not Vote For Reelect Juan Pi Llorens as Director 2.6

Mgmt Do Not Vote For Reelect Jan Paul Marie Francis Verplancke as

Director 2.7

Mgmt Do Not Vote For Approve Dividends 3

Page 31 of 303

Banco Bilbao Vizcaya Argentaria SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Do Not Vote For Approve Special Dividends 4

Mgmt Do Not Vote For Authorize Issuance of Convertible Bonds, Debentures, Warrants, and Other Debt Securities without Preemptive Rights up to EUR 8 Billion

5

Mgmt Do Not Vote For Approve Reduction in Share Capital via Amortization of Treasury Shares

6

Mgmt Do Not Vote For Approve Remuneration Policy 7

Mgmt Do Not Vote For Fix Maximum Variable Compensation Ratio 8

Mgmt Do Not Vote For Renew Appointment of KPMG Auditores as Auditor

9

Mgmt Do Not Vote For Amend Article 21 Re: Allow Shareholder Meetings to be Held in Virtual-Only Format

10

Mgmt Do Not Vote For Amend Article 5 of General Meeting Regulations Re: Allow Shareholder Meetings to

be Held in Virtual-Only Format

11

Mgmt Do Not Vote For Authorize Board to Ratify and Execute Approved Resolutions

12

Mgmt Do Not Vote For Advisory Vote on Remuneration Report 13

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Consolidated and Standalone Financial

Statements 1.1

Mgmt For For Approve Non-Financial Information Statement 1.2

Mgmt For For Approve Treatment of Net Loss 1.3

Mgmt For For Approve Discharge of Board 1.4

Mgmt For For Reelect Jose Miguel Andres Torrecillas as

Director 2.1

Mgmt For For Reelect Jaime Felix Caruana Lacorte as

Director 2.2

Mgmt For For Reelect Belen Garijo Lopez as Director 2.3

Mgmt For For Reelect Jose Maldonado Ramos as Director 2.4

Mgmt For For Reelect Ana Cristina Peralta Moreno as Director 2.5

Mgmt For For Reelect Juan Pi Llorens as Director 2.6

Mgmt For For Reelect Jan Paul Marie Francis Verplancke as

Director 2.7

Mgmt For For Approve Dividends 3

Mgmt For For Approve Special Dividends 4

Page 32 of 303

Banco Bilbao Vizcaya Argentaria SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Authorize Issuance of Convertible Bonds, Debentures, Warrants, and Other Debt Securities without Preemptive Rights up to EUR 8 Billion

5

Mgmt For For Approve Reduction in Share Capital via Amortization of Treasury Shares

6


Mgmt For For Fix Maximum Variable Compensation Ratio 8

Mgmt For For Renew Appointment of KPMG Auditores as Auditor

9

Mgmt For For Amend Article 21 Re: Allow Shareholder Meetings to be Held in Virtual-Only Format

10

Mgmt For For Amend Article 5 of General Meeting Regulations Re: Allow Shareholder Meetings to

be Held in Virtual-Only Format

11

Mgmt For For Authorize Board to Ratify and Execute Approved Resolutions

12


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

Banco Santander SA



Ticker: SAN

Primary ISIN: ES0113900J37 Primary SEDOL: 5705946


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.A Approve Consolidated and Standalone Financial


Mgmt Do Not Vote For Approve Non-Financial Information Statement 1.B

Mgmt Do Not Vote For Approve Discharge of Board 1.C

Mgmt Do Not Vote For Approve Treatment of Net Loss 2

Mgmt Do Not Vote For Fix Number of Directors at 15 3.A

Mgmt Do Not Vote For Ratify Appointment of and Elect Gina Lorenza

Diez Barroso as Director 3.B

Mgmt Do Not Vote For Reelect Homaira Akbari as Director 3.C

Mgmt Do Not Vote For Reelect Alvaro Antonio Cardoso de Souza as

Director 3.D

Page 33 of 303

Banco Santander SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Do Not Vote For Reelect Javier Botin-Sanz de Sautuola y O'Shea as Director

3.E

Mgmt Do Not Vote For Reelect Ramiro Mato Garcia-Ansorena as Director

3.F

Mgmt Do Not Vote For Reelect Bruce Carnegie-Brown as Director 3.G

Mgmt Do Not Vote For Ratify Appointment of PricewaterhouseCoopers as Auditor

4

Mgmt Do Not Vote For Amend Articles Re: Non-Convertible Debentures

5.A

Mgmt Do Not Vote For Amend Article 20 Re: Competences of General Meetings

5.B

Mgmt Do Not Vote For Amend Articles Re: Shareholders' Participation at General Meetings

5.C

Mgmt Do Not Vote For Amend Articles Re: Remote Voting 5.D

Mgmt Do Not Vote For Amend Article 2 of General Meeting Regulations Re: Issuance of Debentures

6.A

Mgmt Do Not Vote For Amend Article 2 of General Meeting Regulations Re: Share-Based Compensation

6.B

Mgmt Do Not Vote For Amend Article 8 of General Meeting Regulations Re: Proxy Representation

6.C

Mgmt Do Not Vote For Amend Article 20 of General Meeting Regulations Re: Remote Voting

6.D

Mgmt Do Not Vote For Amend Article 26 of General Meeting Regulations Re: Publication of Resolutions

6.E

Mgmt Do Not Vote For Authorize Issuance of Non-Convertible Debt Securities up to EUR 50 Billion

7


Mgmt Do Not Vote For Approve Remuneration of Directors 9

Mgmt Do Not Vote For Fix Maximum Variable Compensation Ratio 10

Mgmt Do Not Vote For Approve Deferred Multiyear Objectives Variable Remuneration Plan

11.A

Mgmt Do Not Vote For Approve Deferred and Conditional Variable Remuneration Plan

11.B

Mgmt Do Not Vote For Approve Digital Transformation Award 11.C

Mgmt Do Not Vote For Approve Buy-out Policy 11.D

Mgmt Do Not Vote For Approve Employee Stock Purchase Plan 11.E


12


Page 34 of 303

Banco Santander SA

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Consolidated and Standalone Financial Statements

1.A

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

Mgmt For For Approve Discharge of Board 1.C


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

Mgmt For For Ratify Appointment of and Elect Gina Lorenza Diez Barroso as Director

3.B

Mgmt For For Reelect Homaira Akbari as Director 3.C

Mgmt For For Reelect Alvaro Antonio Cardoso de Souza as Director

3.D

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

3.E

Mgmt For For Reelect Ramiro Mato Garcia-Ansorena as Director

3.F

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

Mgmt For For Ratify Appointment of PricewaterhouseCoopers as Auditor

4

Mgmt For For Amend Articles Re: Non-Convertible Debentures

5.A

Mgmt For For Amend Article 20 Re: Competences of General Meetings

5.B

Mgmt For For Amend Articles Re: Shareholders' Participation at General Meetings

5.C

Mgmt For For Amend Articles Re: Remote Voting 5.D

Mgmt For For Amend Article 2 of General Meeting Regulations Re: Issuance of Debentures

6.A

Mgmt For For Amend Article 2 of General Meeting Regulations Re: Share-Based Compensation

6.B

Mgmt For For Amend Article 8 of General Meeting Regulations Re: Proxy Representation

6.C

Mgmt For For Amend Article 20 of General Meeting Regulations Re: Remote Voting

6.D

Mgmt For For Amend Article 26 of General Meeting Regulations Re: Publication of Resolutions

6.E

Mgmt For For Authorize Issuance of Non-Convertible Debt Securities up to EUR 50 Billion

7


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



Page 35 of 303

Banco Santander SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Approve Deferred Multiyear Objectives Variable Remuneration Plan

11.A


Mgmt Against For Approve Deferred and Conditional Variable

Remuneration Plan 11.B


Mgmt For For Approve Digital Transformation Award 11.C

Mgmt For For Approve Buy-out Policy 11.D

Mgmt For For Approve Employee Stock Purchase Plan 11.E





BASF SE



Ticker: BAS

Primary ISIN: DE000BASF111 Primary SEDOL: 5086577

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Receive Financial Statements and Statutory Reports for Fiscal Year 2020 (Non-Voting)

Mgmt

Mgmt For For Approve Allocation of Income and Dividends of EUR 3.30 per Share

2

Mgmt Against For Approve Discharge of Supervisory Board for Fiscal Year 2020

3


Mgmt For For Approve Discharge of Management Board for Fiscal Year 2020

4

Mgmt For For Ratify KPMG AG as Auditors for Fiscal Year 2021

5


Mgmt For For Elect Liming Chen to the Supervisory Board 6

Bayer AG



Ticker: BAYN

Primary ISIN: DE000BAY0017 Primary SEDOL: 5069211

Page 36 of 303

Bayer AG

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Receive Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of EUR 2.00 per Share for Fiscal Year 2020

Mgmt For For


2

Mgmt For For Approve Discharge of Supervisory Board for Fiscal Year 2020

3

Mgmt For For Elect Fei-Fei Li to the Supervisory Board 4.1

Mgmt For For Elect Alberto Weisser to the Supervisory Board 4.2


Mgmt For For Ratify Deloitte GmbH as Auditors for Fiscal Year 2021

6

Bayerische Motoren Werke AG



Ticker: BMW


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt

Mgmt For For Approve Allocation of Income and Dividends of EUR 1.90 per Ordinary Share and EUR 1.92 per

Preferred Share

2


3


4


Mgmt For For Ratify PricewaterhouseCoopers GmbH as Auditors for Fiscal Year 2021

5

Mgmt For For Elect Marc Bitzer to the Supervisory Board 6.1

Mgmt For For Elect Rachel Empey to the Supervisory Board 6.2

Mgmt For For Elect Christoph Schmidt to the Supervisory Board

6.3


Voter Rationale: Long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant. Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Page 37 of 303

Bayerische Motoren Werke AG Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Amend Articles Re: Participation of Supervisory Board Members in the Annual General Meeting

by Means of Audio and Video Transmission

9.1

Mgmt For For Amend Articles Re: Proof of Entitlement 9.2

Mgmt For For Amend Articles Re: Participation and Voting Rights

9.3

Mgmt For For Amend Affiliation Agreement with BMW Bank GmbH

10

Bechtle AG



Ticker: BC8


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt


2


3


4


Mgmt Against For Ratify Ernst & Young GmbH as Auditors for Fiscal Year 2021

5


Mgmt For For Approve EUR 84 Million Capitalization of

Reserves for Bonus Issue of Shares 6

Mgmt For For Approve Creation of EUR 18.9 Million Pool of Capital with Partial Exclusion of Preemptive Rights

7

Mgmt For For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 350 Million; Approve Creation of EUR 6.3 Million Pool of Capital to Guarantee

Conversion Rights

8

Page 38 of 303

Bechtle AG Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Furthermore, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.


Mgmt For For Approve Affiliation Agreement with Bechtle E-Commerce Holding AG

11

Beiersdorf AG



Ticker: BEI


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt


2


3


4


Mgmt For For Ratify Ernst & Young GmbH as Auditors for

Fiscal Year 2021 5





bioMerieux SA



Ticker: BIM

Primary ISIN: FR0013280286 Primary SEDOL: BF0LBX7

Page 39 of 303

bioMerieux SA

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1

Mgmt For For Approve Consolidated Financial Statements and Statutory Reports

2



4

Mgmt Against For Approve Transaction with Institut Merieux Re: Amendment to the Services Agreement

5

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

Mgmt For For Approve Transaction with Fondation Merieux Re: Payment of an Additional Envelope of EUR 12 Million under its Sponsorship Agreement

6

Mgmt For For Approve Transaction with Fondation Merieux Re: Payment of an Additional Envelope of EUR 500,000 under its Sponsorship Agreement

7

Mgmt For For Approve Transaction with Fonds de Dotation bioMerieux Re: Payment of an Initial Endowment of EUR 20 Million to Fonds de

Dotation bioMerieux

8

Mgmt For For Reelect Alain Merieux as Founder Chairman 9

Mgmt For For Reelect Marie-Paule Kieny as Director 10

Mgmt For For Reelect Fanny Letier as Director 11

Mgmt For For Approve Remuneration Policy of Corporate

Officers 12

Mgmt Against For Approve Remuneration Policy of Chairman and

CEO 13

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

Mgmt Against For Approve Remuneration Policy of Vice-CEO 14

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


Page 40 of 303

bioMerieux SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


16

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

17


Mgmt Against For Approve Compensation of Didier Boulud, Vice-CEO

18







Mgmt Against For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 4.21 Million

21

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

Mgmt Against For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 4.21 Million

22

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

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

23


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


24


Mgmt Against For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 21-23

25


Page 41 of 303

bioMerieux SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

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

26


Mgmt For For Authorize Capitalization of Reserves of Up to EUR 4.21 Million for Bonus Issue or Increase in Par Value

27

Mgmt Against For Authorize Issuance of Equity Upon Conversion of a Subsidiary's Equity-Linked Securities without Preemptive Rights for Up to EUR 4.21

Million

28

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

Mgmt Against For Authorize up to 10 Percent of Issued Capital

for Use in Restricted Stock Plans 29

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

Mgmt Against For Authorize Capital Issuances for Use in

Employee Stock Purchase Plans 30


Mgmt Against For Eliminate Preemptive Rights Pursuant to Item

30 Above, in Favor of Employees 31


Mgmt For For Set Total Limit for Capital Increase to Result from Issuance Requests Under Items 21-28

and 30 at EUR 4.21 Million

32

Mgmt For For Amend Articles 12, 14, 15 and 17 of Bylaws Re: Remuneration of Corporate Officers;

Written Consultation; Corporate Purpose

33

Mgmt For For Approve Change of Corporate Form to Societe Europeenne (SE)

34

Mgmt For For Pursuant to Item 34 Above, Adopt New Bylaws 35


36

BlueBay Funds - BlueBay Investment Grade Euro Government Bond Fund



Ticker: P1XBVQ.F

Primary ISIN: LU0549537040 Primary SEDOL: BVZHY66

Page 42 of 303

BlueBay Funds - BlueBay Investment Grade Euro Government Bond Fund

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Audited Annual Report for the Fund and Approve Auditor's Report

Mgmt For For



Mgmt For For Elect Henry Kelly, William Jones, Luigi Passamonti, Nicholas Williams, Siu-Wai Ng and

Constantine Knox as Directors

4

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


Mgmt Against For Approve Remuneration of Directors for the Fiscal Year Ended June 30, 2021

6


Mgmt Against For Approve Remuneration of the Chairman for the Fiscal Year Ended June 30, 2021

7


BNP Paribas SA



Ticker: BNP



Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Do Not Vote For Approve Financial Statements and Statutory

Reports 1

Mgmt Do Not Vote For Approve Consolidated Financial Statements


Mgmt Do Not Vote For Approve Allocation of Income and Dividends of


Mgmt Do Not Vote For Approve Auditors' Special Report on

Related-Party Transactions 4

Mgmt Do Not Vote For Authorize Repurchase of Up to 10 Percent of


Mgmt Do Not Vote For Reelect Pierre Andre de Chalendar as Director 6

Mgmt Do Not Vote For Reelect Rajna Gibson Brandon as Director 7

Page 43 of 303

BNP Paribas SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Do Not Vote For Elect Christian Noyer as Director 8

Mgmt Do Not Vote For Elect Juliette Brisac as Representative of Employee Shareholders to the Board

9

Mgmt Do Not Vote Against Elect Isabelle Coron as Representative of Employee Shareholders to the Board

A

Mgmt Do Not Vote Against Elect Cecile Besse Advani as Representative of Employee Shareholders to the Board

B

Mgmt Do Not Vote Against Elect Dominique Potier as Representative of Employee Shareholders to the Board

C



11

Mgmt Do Not Vote For Approve Remuneration Policy of CEO and Vice-CEO

12

Mgmt Do Not Vote For Approve Compensation of Corporate Officers 13

Mgmt Do Not Vote For Approve Compensation of Jean Lemierre, Chairman of the Board

14

Mgmt Do Not Vote For Approve Compensation of Jean-Laurent Bonnafe, CEO

15

Mgmt Do Not Vote For Approve Compensation of Philippe Bordenave, Vice-CEO

16

Mgmt Do Not Vote For Approve the Overall Envelope of Compensation of Certain Senior Management, Responsible

Officers and the Risk-takers

17

Mgmt Do Not Vote For Approve Remuneration of Directors in the Aggregate Amount of EUR 1.4 Million

18

Mgmt Do Not Vote For Set Limit for the Variable Remuneration of Executives and Specific Employees

19



20


21

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Reports 1





Page 44 of 303

BNP Paribas SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

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

4


5

Mgmt For For Reelect Pierre Andre de Chalendar as Director 6

Mgmt For For Reelect Rajna Gibson Brandon as Director 7

Mgmt For For Elect Christian Noyer as Director 8

Mgmt For For Elect Juliette Brisac as Representative of Employee Shareholders to the Board

9

Mgmt Against Against Elect Isabelle Coron as Representative of Employee Shareholders to the Board

A

Voter Rationale: A vote FOR the election of Mrs. Brisac is warranted (item 9), as the candidate is supported by the Board and represents a larger share of capital. Therefore, votes AGAINST items A, B and C are warranted.

Mgmt Against Against Elect Cecile Besse Advani as Representative of Employee Shareholders to the Board

B


Mgmt Against Against Elect Dominique Potier as Representative of

Employee Shareholders to the Board C



Mgmt For For Approve Remuneration Policy of Chairman of

the Board 11

Mgmt For For Approve Remuneration Policy of CEO and

Vice-CEO 12

Mgmt For For Approve Compensation of Corporate Officers 13

Mgmt For For Approve Compensation of Jean Lemierre,


Mgmt For For Approve Compensation of Jean-Laurent

Bonnafe, CEO 15

Mgmt For For Approve Compensation of Philippe Bordenave,

Vice-CEO 16

Mgmt For For Approve the Overall Envelope of Compensation of Certain Senior Management, Responsible Officers and the Risk-takers

17

Mgmt For For Approve Remuneration of Directors in the

Aggregate Amount of EUR 1.4 Million 18

Mgmt For For Set Limit for the Variable Remuneration of

Executives and Specific Employees 19





Formalities 21

Page 45 of 303

BNP Paribas SA



Ticker: BNP



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Do Not Vote For Approve Allocation of Income and Additional Dividend of EUR 1.55 per Share

1


2

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Approve Allocation of Income and Additional Dividend of EUR 1.55 per Share

1


2

BNY Mellon Global Funds, plc - BNY Mellon Dynamic U.S. Equity Fund

Meeting Date: 05/28/2021 Country: Ireland


Ticker: MYM3JD.F

Primary ISIN: IE00BYZ8WG68 Primary SEDOL: BYZ8WG6

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Ordinary Resolutions Mgmt

Mgmt For For Ratify Ernst & Young as Auditors 1

Mgmt For For Authorise Board to Fix Remuneration of Auditors

2

Mgmt Special Resolution

Mgmt For For Adopt the Amendments to the Articles of Association

1

BNY Mellon Global Funds, plc - BNY Mellon Global Equity Income Fund



Ticker: F191DQ.F

Primary ISIN: IE00B45B0N88 Primary SEDOL: B45B0N8

Page 46 of 303

BNY Mellon Global Funds, plc - BNY Mellon Global Equity Income Fund

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




2



1

BNY Mellon Global Funds, plc - BNY Mellon Global High Yield Bond Fund



Ticker: BXGD17.F

Primary ISIN: IE0030011294 Primary SEDOL: 3001129

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




2



1

Bouygues SA



Ticker: EN


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1


2


3

Page 47 of 303

Bouygues SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

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

4

Voter Rationale: The reciprocal management service agreement between SCDM and Bouygues constitute an externalization of the remuneration of the CEO of the company which does not comply with the best practices in terms of governance.

Mgmt For For Approve Remuneration Policy of Executive Corporate Officers

5

Voter Rationale: The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Last, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.



Officers 7

Mgmt Against For Approve Compensation of Martin Bouygues,

Chairman and CEO 8

Voter Rationale: We have concerns over maximum bonus payout, despite a poor performance gains key performance criteria.

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

9


Mgmt For For Approve Compensation of Philippe Marien,

Vice-CEO 10

Mgmt Against For Approve Compensation of Olivier Roussat,

Vice-CEO 11


Mgmt Against For Reelect Martin Bouygues as Director 12

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. Moreover, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For For Elect Pascaline de Dreuzy as Director 13


Mgmt Against For Renew Appointment of Ernst & Young Audit as

Auditor 14



15




16

Page 48 of 303


Proponent

Proposal Text

Mgmt Rec

Vote Instruction

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


17


Mgmt For For Authorize Capitalization of Reserves of Up to EUR 4 Billion for Bonus Issue or Increase in Par Value

18

Mgmt Against For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 85 Million

19


Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 75 Million

20


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

21


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

22



23


Mgmt Against For Authorize Capital Increase of Up to EUR 85 Million for Future Exchange Offers

24


Mgmt Against For Authorize Issuance of Equity upon Conversion of a Subsidiary's Equity-Linked Securities for up to EUR 85 Million

25


Page 49 of 303


Proponent

Proposal Text

Mgmt Rec

Vote Instruction


26


Mgmt Against For Authorize up to 2 Percent of Issued Capital for Use in Stock Option Plans

27


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

Use in Restricted Stock Plans 28

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

Mgmt Against For Authorize up to 0.125 Percent of Issued Capital for Use in Restricted Stock Plans Reserved for Retirement

29


Mgmt Against For Authorize Board to Issue Free Warrants with

Preemptive Rights During a Public Tender Offer 30

Voter Rationale: Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.

Mgmt Against For Amend Article 13 of Bylaws Re: Chairman's Age Limit

31

Voter Rationale: Any limitation of directors' tenure should be expressed as a number of terms rather than age of individual board members.


32

Brenntag SE



Ticker: BNR

Primary ISIN: DE000A1DAHH0 Primary SEDOL: B4YVF56

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt


2


3

Page 50 of 303

Brenntag SE Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


4



5


Mgmt For For Approve Remuneration Policy for the

Management Board 6

Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Moreover, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.

Mgmt For For Approve Remuneration of Supervisory Board 7.1

Mgmt For For Approve Remuneration Policy for the

Supervisory Board 7.2

CaixaBank SA



Ticker: CABK

Primary ISIN: ES0140609019 Primary SEDOL: B283W97

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Consolidated and Standalone Financial

Statements Mgmt For For



Mgmt For For Approve Increase of Legal Reserves 4

Mgmt For For Approve Allocation of Income and Dividends 5

Mgmt For For Approve Reclassification of Goodwill Reserves

to Voluntary Reserves 6


PricewaterhouseCoopers as Auditor 7

Mgmt Against For Reelect Jose Serna Masia as Director 8.1

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

Mgmt For For Reelect Koro Usarraga Unsain as Director 8.2

Mgmt For For Add New Article 22 bis Re: Allow Shareholder

Meetings to be Held in Virtual-Only Format 9.1


Page 51 of 303

CaixaBank SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Amend Article 24 Re: Representation and Voting by Remote Means

9.2

Mgmt For For Amend Articles Re: Board 9.3

Mgmt For For Amend Article 40 Re: Board Committees 9.4

Mgmt For For Amend Article 46 Re: Annual Accounts 9.5

Mgmt For For Amend Articles of General Meeting Regulations Re: Allow Shareholder Meetings to be Held in

Virtual-Only Format

10

Mgmt For For Authorize Board to Issue Contingent Convertible Securities for up to EUR 3.5 Billion

11

Mgmt For For Amend Remuneration Policy 12


Mgmt Against For Amend Restricted Stock Plan 14


Mgmt For For Approve 2021 Variable Remuneration Scheme 15






Mgmt Receive Amendments to Board of Directors Regulations

19

Capgemini SE



Ticker: CAP


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1


2


3


4

Page 52 of 303

Capgemini SE Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve Compensation of Paul Hermelin, Chairman and CEO Until 20 May 2020

5

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

Mgmt For For Approve Compensation of Aiman Ezzat, Vice-CEO Until 20 May 2020

6


Mgmt For For Approve Compensation of Paul Hermelin,

Chairman of the Board Since 20 May 2020 7

Mgmt For For Approve Compensation of Aiman Ezzat, CEO

Since 20 May 2020 8




the Board 10




Mgmt For For Reelect Patrick Pouyanne as Director 13

Mgmt For For Elect Tanja Rueckert as Director 14

Mgmt For For Elect Kurt Sievers as Director 15




Mgmt For For Amend Articles 12 of Bylaws to Comply with

Legal Changes 17

Mgmt For For Authorize up to 1.2 Percent of Issued Capital for Use in Restricted Stock Plans Under Performance Conditions Reserved for Employees and Executive Officers

18



19

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


20


21

Carl Zeiss Meditec AG



Ticker: AFX


Page 53 of 303

Carl Zeiss Meditec AG

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Receive Financial Statements and Statutory Reports for Fiscal Year 2019/20 (Non-Voting)

Mgmt


2

Mgmt For For Approve Discharge of Management Board for Fiscal Year 2019/20

3

Mgmt Against For Approve Discharge of Supervisory Board for Fiscal Year 2019/20

4

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

Mgmt For For Ratify Ernst & Young GmbH as Auditors for Fiscal Year 2020/21

5

Mgmt Against For Elect Peter Kameritsch to the Supervisory Board

6.1


Mgmt Against For Elect Christian Mueller to the Supervisory Board

6.2

Voter Rationale: This director is not an independent director, yet sits on an audit committee that is majority non-independent. The audit committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness. The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.

Mgmt Against For Elect Torsten Reitze to the Supervisory Board 6.3



Voter Rationale: Companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.


Carrefour SA



Ticker: CA


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Reports 1



Page 54 of 303

Carrefour SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


3



4

Mgmt For For Reelect Alexandre Bompard as Director 5

Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability

Mgmt Against For Reelect Philippe Houze as Director 6

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

Mgmt For For Reelect Stephane Israel as Director 7

Mgmt For For Reelect Claudia Almeida e Silva as Director 8

Mgmt Against For Reelect Nicolas Bazire as Director 9

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. Moreover, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For For Reelect Stephane Courbit as Director 10

Mgmt For For Reelect Aurore Domont as Director 11

Mgmt Against For Reelect Mathilde Lemoine as Director 12

Voter Rationale: Companies that received high levels of dissent on remuneration-related proposals should engage with their key shareholders to understand the rationale for opposition and explain in the next annual report how the company intends to address shareholder concerns.

Mgmt Against For Reelect Patricia Moulin-Lemoine as Director 13

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

Mgmt For For Renew Appointment of Deloitte as Auditor; Acknowledge End of Mandate of BEAS as

Alternate Auditor and Decision Not to Renew

14


Mgmt For For Acknowledge End of Mandate of KPMG SA as Auditor and Salustro as Alternate Auditor and

Decision Not to Replace

15

Mgmt Against For Approve Compensation Report of Corporate Officers

16

Voter Rationale: The board does not provide any response to the significant dissent levels received at the 2020 AGM regarding the 2019 remuneration report and the 2020 remuneration policy. The issues highlighted under the remuneration-related items in previous years were not corrected and the structure of remuneration, as well as the level of disclosure, remain broadly the same. The methodology under the pay ratio remains unclear regarding the number of employees considered.

Page 55 of 303


Proponent

Proposal Text

Mgmt Rec

Vote Instruction

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

17

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations. Moreover, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt Against For Approve Remuneration Policy of Chairman and CEO

18

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations. Likewise, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Moreover, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Lastly, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.








22


23


24


Under Items 22 to 24

25



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

27

Mgmt For For Authorize Capital Issuances for Use in


Page 56 of 303


Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Authorize up to 0.8 Percent of Issued Capital for Use in Restricted Stock Plans

29

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Lastly, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.



30

Cellnex Telecom SA



Ticker: CLNX

Primary ISIN: ES0105066007 Primary SEDOL: BX90C05

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For




Mgmt For For Approve Annual Maximum Remuneration 5.1


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

Mgmt For For Approve Grant of Shares to CEO 6

Mgmt For For Fix Number of Directors at 11 7.1

Mgmt For For Ratify Appointment of and Elect Alexandra

Reich as Director 7.2

Mgmt For For Amend Articles 8.1

Mgmt For For Remove Articles 8.2

Mgmt For For Renumber Article 27 as New Article 21 8.3

Mgmt For For Amend Article 5 8.4

Mgmt For For Amend Article 10 8.5

Mgmt For For Amend Articles and Add New Article 13 8.6

Mgmt For For Amend Articles 8.7

Mgmt For For Add New Article 15 8.8

Page 57 of 303

Cellnex Telecom SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Amend Articles of General Meeting Regulations Re: Technical Adjustments

9.1

Mgmt For For Amend Articles of General Meeting Regulations Re: Remote Voting

9.2

Mgmt For For Add New Article 15 to General Meeting Regulations

9.3

Mgmt For For Approve Capital Raising 10

Mgmt For For Authorize Increase in Capital up to 50 Percent via Issuance of Equity or Equity-Linked Securities, Excluding Preemptive Rights of up to 10 Percent

11

Mgmt For For Authorize Issuance of Convertible Bonds, Debentures, Warrants, and Other Debt Securities with Exclusion of Preemptive Rights up to 10 Percent of Capital

12


13


Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

CNH Industrial NV



Ticker: CNHI

Primary ISIN: NL0010545661 Primary SEDOL: BDX85Z1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Open Meeting 1

Mgmt Receive Explanation of the Demerger as Part of the Separation and Listing of the Iveco Group

2

Mgmt For For Approve Demerger in Accordance with the Proposal between CNH Industrial N.V. and Iveco Group N.V.

3

Mgmt For For Elect Asa Tamsons as Non-Executive Director 4.a

Mgmt For For Elect Catia Bastioli as Non-Executive Director 4.b

Mgmt For For Approve Discharge of Tufan Erginbilgic and Lorenzo Simonelli as Non-Executive Directors

5


Page 58 of 303

Coca-Cola Europacific Partners plc

Meeting Date: 05/26/2021 Country: United Kingdom


Ticker: CCEP

Primary ISIN: GB00BDCPN049 Primary SEDOL: BYQQ3P5

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Accept Financial Statements and Statutory Reports

Mgmt For For


Voter Rationale: The Remuneration Committee exercised discretion and awarded to the CEO a cash bonus payment equivalent to35% of his maximum bonus opportunity. The Committee also applied discretion and determined a vesting level of37% of maximum in relation to the CEO's FY2018 LTIP awards despite a formulaic outcome of zero. The use of discretion in both cases are not considered in line with UK best practice.

Mgmt For For Elect Manolo Arroyo as Director 3

Mgmt For For Elect John Bryant as Director 4

Mgmt For For Elect Christine Cross as Director 5

Mgmt Against For Elect Brian Smith as Director 6

Mgmt For For Re-elect Garry Watts as Director 7

Mgmt For For Re-elect Jan Bennink as Director 8

Mgmt For For Re-elect Jose Ignacio Comenge as Director 9

Mgmt For For Re-elect Damian Gammell as Director 10

Mgmt Against For Re-elect Nathalie Gaveau as Director 11


Mgmt For For Re-elect Alvaro Gomez-Trenor Aguilar as Director

12

Mgmt For For Re-elect Thomas Johnson as Director 13

Mgmt For For Re-elect Dagmar Kollmann as Director 14

Mgmt For For Re-elect Alfonso Libano Daurella as Director 15

Mgmt For For Re-elect Mark Price as Director 16

Mgmt Against For Re-elect Mario Rotllant Sola as Director 17

Voter Rationale: Save to LibraryThe remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Re-elect Dessi Temperley as Director 18


Mgmt Against For Reappoint Ernst & Young LLP as Auditors 19


Mgmt Against For Authorise Board to Fix Remuneration of

Auditors 20


Page 59 of 303

Coca-Cola Europacific Partners plc Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Authorise UK and EU Political Donations and Expenditure

21

Mgmt For For Authorise Issue of Equity 22

Mgmt Against For Approve Waiver of Rule 9 of the Takeover Code 23

Voter Rationale: A concert party should not be able to gain or increase its control of the company without paying an appropriate premium.

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

24

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

25

Mgmt For For Authorise Market Purchase of Ordinary Shares 26

Mgmt For For Authorise Off-Market Purchase of Ordinary Shares

27

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

28

Colruyt SA



Ticker: COLR

Primary ISIN: BE0974256852 Primary SEDOL: 5806225

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Ordinary General Meeting Agenda Mgmt

Mgmt For For Receive and Approve Directors' and Auditors' Reports, and Report of the Works Council

1


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



Mgmt For For Adopt Financial Statements 4a

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

Mgmt For For Accept Consolidated Financial Statements 4b



Page 60 of 303

Colruyt SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Reelect Korys Business Services I NV, Permanently Represented by Hilde Cerstelotte,

as Director

7a

Mgmt For For Reelect Korys Business Services II NV, Permanently Represented by Frans Colruyt, as

Director

7b

Mgmt For For Reelect Fast Forward Services BV, Permanently Represented by Rika Coppens, as Director

7c

Mgmt For For Elect Dirk JS Van den Berghe BV, Permanently Represented by Dirk Van den Berghe, as

Independent Director

8

Mgmt For For Approve Discharge of Directors 9a

Mgmt For For Approve Discharge of Francois Gillet as Director

9b

Mgmt For For Approve Discharge of Auditors 10

Mgmt Transact Other Business 11

Colruyt SA



Ticker: COLR


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Extraordinary Shareholders' Meeting Agenda Mgmt

Mgmt Receive Special Board Report Re: Increase of Capital with the Waiver of Pre-emptive Rights

in the Interest of the Company

I.1

Mgmt Receive Special Auditor Report Re: Articles 7:179 and 7:191 of the Companies and

Associations Code

I.2

Mgmt For For Approve Employee Stock Purchase Plan Up To 1,000,000 Shares

I.3

Mgmt For For Approve Determination of Issue Price Based on Average Stock Price of Ordinary Shares

I.4

Mgmt For For Eliminate Preemptive Rights I.5

Mgmt For For Approve Increase in Share Capital by Multiplication of the Issue Price of the

NewShares Set

I.6

Mgmt For For Approve Subscription Period I.7



I.8

Page 61 of 303

Colruyt SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Receive Special Board Report Re: Authorized Capital Drawn up Pursuant to Article 7:199 of

the Companies and Associations Code

II.1

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

II.2


Mgmt Against For Authorize Board to Issue Shares in the Event of a Public Tender Offer or Share Exchange Offer and Renew Authorization to Increase Share Capital within the Framework of Authorized Capital

II.3


Mgmt Against For Amend Articles to Reflect Changes in Capital II.4

Voter Rationale: Any anti-takeover measures should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration. Also, any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.

Mgmt For For Amend Article 12 Re: Adoption of the Previous

Resolution III

Mgmt For For Approve Cancellation of Treasury Shares IV

Mgmt For For Authorize Implementation of Approved Resolutions and Filing of Required Documents/Formalities at Trade Registry

V

Comgest Growth PLC - Europe



Ticker: WYZ5

Primary ISIN: IE0004766675 Primary SEDOL: B1HKMN6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Financial Statements and Statutory

Reports Mgmt For For

Mgmt For For Authorise Board to Fix Remuneration of

Auditors 2

Comgest Growth PLC - Europe Smaller Companies



Ticker: WYZD

Primary ISIN: IE0004766014 Primary SEDOL: B7QMZ03

Page 62 of 303

Comgest Growth PLC - Europe Smaller Companies

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For


2

Commerzbank AG



Ticker: CBK

Primary ISIN: DE000CBK1001 Primary SEDOL: B90LKT4

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt


2


3


Mgmt For For Ratify Ernst & Young GmbH as Auditors for Fiscal Year 2021

4

Mgmt For For Ratify KPMG AG as Auditors for the 2022 Interim Financial Statements until the 2022

AGM

5

Mgmt For For Elect Helmut Gottschalk to the Supervisory Board

6.1

Mgmt For For Elect Burkhard Keese to the Supervisory Board 6.2

Mgmt For For Elect Daniela Mattheus to the Supervisory Board

6.3

Mgmt For For Elect Caroline Seifert to the Supervisory Board 6.4

Mgmt For For Elect Frank Westhoff to the Supervisory Board 6.5

Mgmt For For Approve Affiliation Agreement with CommerzVentures GmbH

7

Compagnie de Saint-Gobain SA



Ticker: SGO


Page 63 of 303

Compagnie de Saint-Gobain SA

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1


2


3

Mgmt For For Elect Benoit Bazin as Director 4

Mgmt For For Reelect Pamela Knapp as Director 5

Mgmt For For Reelect Agnes Lemarchand as Director 6

Mgmt For For Reelect Gilles Schnepp as Director 7

Mgmt For For Reelect Sibylle Daunis as Representative of Employee Shareholders to the Board

8

Mgmt Against For Approve Compensation of Pierre-Andre de Chalendar, Chairman and CEO

9

Voter Rationale: A vote AGAINST this remuneration report is warranted because:* Pierre-Andre de Chalendar was granted a full LTIP despite the end of his CEO mandate on June 31, 2021; and* It is impossible to precisely assess the impact of the derogation to the LTI policy on remuneration schemes.

Mgmt For For Approve Compensation of Benoit Bazin, Vice-CEO

10


Mgmt For For Approve Remuneration Policy of Chairman and CEO Until 30 June 2021

12


Mgmt For For Approve Remuneration Policy of Vice-CEO Until 30 June 2021

13


Mgmt Against For Approve Remuneration Policy of CEO Since 1 July 2021

14

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Moreover, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.


the Board Since 1 July 2021 15






18

Page 64 of 303

Compagnie de Saint-Gobain SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

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


19

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


20


21


22

Mgmt For For Authorize Capitalization of Reserves of Up to EUR 106 Million for Bonus Issue or Increase in

Par Value

23

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


24


25


26


27

Compagnie Generale des Etablissements Michelin SCA



Ticker: ML


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1


2


3

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


4


5

Mgmt For For Approve Remuneration Policy of General Managers

6

Page 65 of 303

Compagnie Generale des Etablissements Michelin SCA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve Remuneration Policy of Supervisory Board Members

7


8

Mgmt For For Approve Compensation of Florent Menegaux, General Manager

9

Mgmt For For Approve Compensation of Yves Chapo, Manager

10

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

11

Mgmt For For Ratify Appointment of Jean-Michel Severino as Supervisory Board Member

12

Mgmt For For Elect Wolf-Henning Scheider as Supervisory Board Member

13



14

Mgmt For For Amend Article 30 of Bylaws Re: Financial Rights of General Partners

15

Mgmt For For Amend Article 12 of Bylaws Re: Manager Remuneration

16


17

Continental AG



Ticker: CON


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt

Mgmt For For Approve Allocation of Income and Omission of Dividends

2

Mgmt For For Approve Discharge of Management Board Member Nikolai Setzer for Fiscal Year 2020

3.1

Mgmt For For Approve Discharge of Management Board Member Elmar Degenhart for Fiscal Year 2020

3.2

Mgmt For For Approve Discharge of Management Board Member Hans-Juergen Duensing for Fiscal Year

2020

3.3

Mgmt For For Approve Discharge of Management Board Member Frank Jourdan for Fiscal Year 2020

3.4

Mgmt For For Approve Discharge of Management Board Member Christian Koetz for Fiscal Year 2020

3.5

Page 66 of 303

Continental AG Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve Discharge of Management Board Member Helmut Matschi for Fiscal Year 2020

3.6

Mgmt For For Approve Discharge of Management Board Member Ariane Reinhart for Fiscal Year 2020

3.7

Mgmt For For Approve Discharge of Management Board Member Wolfgang Schaefer for Fiscal Year

2020

3.8

Mgmt For For Approve Discharge of Management Board Member Andreas Wolf for Fiscal Year 2020

3.9

Mgmt Against For Approve Discharge of Supervisory Board Member Wolfgang Reitzle for Fiscal Year 2020

4.1


Mgmt For For Approve Discharge of Supervisory Board Member Hasan Allak for Fiscal Year 2020

4.2

Mgmt For For Approve Discharge of Supervisory Board Member Christiane Benner for Fiscal Year 2020

4.3

Mgmt For For Approve Discharge of Supervisory Board Member Gunter Dunkel for Fiscal Year 2020

4.4

Mgmt For For Approve Discharge of Supervisory Board Member Francesco Grioli for Fiscal Year 2020

4.5

Mgmt For For Approve Discharge of Supervisory Board Member Michael Iglhaut for Fiscal Year 2020

4.6

Mgmt For For Approve Discharge of Supervisory Board Member Satish Khatu for Fiscal Year 2020

4.7

Mgmt For For Approve Discharge of Supervisory Board Member Isabel Knauf for Fiscal Year 2020

4.8

Mgmt For For Approve Discharge of Supervisory Board Member Sabine Neuss for Fiscal Year 2020

4.9

Mgmt For For Approve Discharge of Supervisory Board Member Rolf Nonnenmacher for Fiscal Year 2020

4.10

Mgmt For For Approve Discharge of Supervisory Board Member Dirk Nordmann for Fiscal Year 2020

4.11

Mgmt For For Approve Discharge of Supervisory Board Member Lorenz Pfau for Fiscal Year 2020

4.12

Mgmt For For Approve Discharge of Supervisory Board Member Klaus Rosenfeld for Fiscal Year 2020

4.13

Mgmt For For Approve Discharge of Supervisory Board Member Georg Schaeffler for Fiscal Year 2020

4.14

Mgmt For For Approve Discharge of Supervisory Board Member Maria-Elisabeth Schaeffler-Thumann for Fiscal Year 2020

4.15

Mgmt For For Approve Discharge of Supervisory Board Member Joerg Schoenfelder for Fiscal Year 2020

4.16

Page 67 of 303

Continental AG Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve Discharge of Supervisory Board Member Stefan Scholz for Fiscal Year 2020

4.17

Mgmt For For Approve Discharge of Supervisory Board Member Kirsten Voerkelfor Fiscal Year 2020

4.18

Mgmt For For Approve Discharge of Supervisory Board Member Elke Volkmann for Fiscal Year 2020

4.19

Mgmt For For Approve Discharge of Supervisory Board Member Siegfried Wolf for Fiscal Year 2020

4.20


5

Mgmt For For Amend Articles of Association 6

Mgmt For For Approve Spin-Off and Takeover Agreement with Vitesco Technologies Group

Aktiengesellschaft

7

Covestro AG



Ticker: 1COV

Primary ISIN: DE0006062144 Primary SEDOL: BYTBWY9

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt


2


3


4



5

Mgmt For For Elect Lise Kingo to the Supervisory Board 6

Mgmt For For Approve Creation of EUR 58 Million Pool of Capital with Partial Exclusion of Preemptive Rights

7


Voter Rationale: Remuneration committee should not allow vesting of incentive awards for below median performance. Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.


Page 68 of 303

Covivio SA



Ticker: COV


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1


2


3


4


5


Voter Rationale: Remuneration committee should not allow vesting of incentive awards for below median performance.Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Moreover, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.Last, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt For For Approve Remuneration Policy of Vice-CEOs 7

Voter Rationale: Remuneration committee should not allow vesting of incentive awards for below median performance.Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Moreover, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.Last, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.



9

Mgmt For For Approve Compensation of Jean Laurent, Chairman of the Board

10

Mgmt Against For Approve Compensation of Christophe Kullmann, CEO

11

Voter Rationale: Remuneration committee should not allow vesting of incentive awards for below median performance.Lastly, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.

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

12


Page 69 of 303

Covivio SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Approve Compensation of Dominique Ozanne, Vice-CEO

13


Mgmt For For Reelect Sylvie Ouziel as Director 14

Mgmt For For Reelect Jean-Luc Biamonti as Director 15

Mgmt Against For Reelect Predica as Director 16

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





18




20


21

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

22






Mgmt For For Amend Articles 8 and 10 of Bylaws Re.

Shareholding Disclosure Thresholds and Shares 25


Formalities 26

Credit Agricole SA



Ticker: ACA


Page 70 of 303

Credit Agricole SA

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Amend Articles 7 and 30 of Bylaws Re: Stock Dividend Program

1



2


3


4

Mgmt For For Approve Stock Dividend Program for Fiscal Year 2021

5

Mgmt For For Approve Transaction with Credit du Maroc Re: Loan Agreement

6

Mgmt For For Approve Transaction with CAGIP Re: Pacte Agreement

7

Mgmt For For Approve Transaction with CA-CIB Re: Transfert of DSB Activity

8

Mgmt For For Approve Renewal of Four Transactions Re: Tax Integration Agreements

9

Mgmt For For Approve Amendment of Transaction with Caisse Regionale de Normandie Re: Loan

Agreement

10

Mgmt For For Elect Agnes Audier as Director 11

Mgmt For For Elect Marianne Laigneau as Director 12

Mgmt For For Elect Alessia Mosca as Director 13

Mgmt Against For Elect Olivier Auffray as Director 14


Mgmt Against For Elect Christophe Lesur as Representative of Employee Shareholders to the Board

15


Mgmt Against For Reelect Louis Tercinier as Director 16

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

Mgmt Against For Reelect SAS, rue de la Boetie as Director 17


Mgmt Against For Ratify Appointment of Nicole Gourmelon as

Director 18


Page 71 of 303

Credit Agricole SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Reelect Nicole Gourmelon as Director 19



20

Mgmt Against For Approve Remuneration Policy of CEO 21

Voter Rationale: If granted, payments to former executives should be subject to appropriate performance targets and triggering events that are in line with market best practice. Moreover, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.


Voter Rationale: If granted, payments to former executives should be subject to appropriate performance targets and triggering events that are in line with market best practice. Moreover, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.


Mgmt For For Approve Compensation of Dominique Lefebvre,


Mgmt Against For Approve Compensation of Philippe Brassac,

CEO 25


Mgmt Against For Approve Compensation of Xavier Musca,

Vice-CEO 26


Mgmt For For Approve Compensation Report 27

Mgmt For For Approve the Aggregate Remuneration Granted in 2020 to Senior Management, Responsible

Officers and Regulated Risk-Takers

28


29


Mgmt For For Amend Articles 1, 10, 11 and 27 of Bylaws to Comply with Legal Changes

30

Mgmt For For Amend Article 11 of Bylaws Re: Employee Representative

31


32


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

Employees of the Group Subsidiaries

33



34

Page 72 of 303

CRH Plc



Ticker: CRH


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Migration of the Migrating Shares to Euroclear Bank's Central Securities Depository

Mgmt For For

Mgmt For For Adopt New Articles of Association 2

Mgmt For For Authorise Company to Take All Actions to Implement the Migration

3

Mgmt For For Adopt New Articles of Association Re: Article 51(d)

4

Mgmt For For Approve Capital Reorganisation 5


CRH Plc



Ticker: CRH



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For Do Not Vote

Mgmt Do Not Vote For Approve Final Dividend 2

Mgmt Do Not Vote For Approve Remuneration Report 3

Mgmt Do Not Vote For Re-elect Richie Boucher as Director 4a

Mgmt Do Not Vote For Elect Caroline Dowling as Director 4b

Mgmt Do Not Vote For Elect Richard Fearon as Director 4c

Mgmt Do Not Vote For Re-elect Johan Karlstrom as Director 4d

Mgmt Do Not Vote For Re-elect Shaun Kelly as Director 4e

Mgmt Do Not Vote For Elect Lamar McKay as Director 4f

Mgmt Do Not Vote For Re-elect Albert Manifold as Director 4g

Page 73 of 303

CRH Plc Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Do Not Vote For Re-elect Gillian Platt as Director 4h

Mgmt Do Not Vote For Re-elect Mary Rhinehart as Director 4i

Mgmt Do Not Vote For Re-elect Siobhan Talbot as Director 4j

Mgmt Do Not Vote For Authorise Board to Fix Remuneration of Auditors

5

Mgmt Do Not Vote For Ratify Deloitte Ireland LLP as Auditors 6

Mgmt Do Not Vote For Authorise Issue of Equity 7

Mgmt Do Not Vote For Authorise Issue of Equity without Pre-emptive Rights

8

Mgmt Do Not Vote For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or

Other Capital Investment

9

Mgmt Do Not Vote For Authorise Market Purchase of Ordinary Shares 10

Mgmt Do Not Vote For Authorise Reissuance of Treasury Shares 11

Mgmt Do Not Vote For Approve Scrip Dividend 12

Mgmt Do Not Vote For Approve Savings-Related Share Option Schemes

13

Mgmt Do Not Vote For Approve Cancellation of Share Premium Account

14

Daimler AG



Ticker: DAI


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt


2

Mgmt Against For Approve Discharge of Management Board for Fiscal Year 2020

3

Voter Rationale: We voted against as a precaution given ongoing investigations and lawsuits related to the diesel emissions matter. We recognise that the settlement agreements reached in 2020, with expected costs in excess of USD 2 billion, represent a significant development, that the company continues to investigate internally, and that the company has undertaken a range of compliance initiatives.

Page 74 of 303

Daimler AG Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


4

Voter Rationale: We voted against as a precaution given ongoing investigations and lawsuits related to the diesel emissions matter. We recognise that the settlement agreements reached in 2020, with expected costs in excess of USD 2 billion, represent a significant development, that the company continues to investigate internally, and that the company has undertaken a range of compliance initiatives.


5.1


Mgmt Against For Ratify KPMG AG as Auditors for the 2022 Interim Financial Statements until the 2022 AGM

5.2


Mgmt Against For Ratify KPMG AG as Auditors of the Final Balance Sheets Required under the German Reorganization Act

5.3


Mgmt Against For Elect Elizabeth Centoni to the Supervisory

Board 6.1


Mgmt For For Elect Ben van Beurden to the Supervisory Board

6.2

Mgmt For For Elect Martin Brudermueller to the Supervisory Board

6.3


Mgmt For For Amend Articles Re: Supervisory Board Meetings and Resolutions

8

Mgmt For For Amend Articles Re: Place of Jurisdiction 9

Daimler AG



Ticker: DAI


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Spin-Off Agreement with Daimler Truck Holding AG

Mgmt For For

Mgmt For For Change Company Name to Mercedes-Benz Group AG

2

Mgmt For For Elect Helene Svahn to the Supervisory Board 3.1

Page 75 of 303

Daimler AG Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Olaf Koch to the Supervisory Board 3.2

Danone SA



Ticker: BN

Primary ISIN: FR0000120644 Primary SEDOL: B1Y9TB3


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1





Mgmt Do Not Vote For Reelect Guido Barilla as Director 4

Mgmt Do Not Vote For Reelect Cecile Cabanis as Director 5

Mgmt Do Not Vote For Reelect Michel Landel as Director 6

Mgmt Do Not Vote For Reelect Serpil Timuray as Director 7

Mgmt Do Not Vote For Ratify Appointment of Gilles Schnepp as

Director 8



Mgmt Do Not Vote For Approve Compensation Report of Corporate

Officers 10

Mgmt Do Not Vote For Approve Compensation of Emmanuel Faber,

Chairman and CEO 11

Mgmt Do Not Vote For Approve Remuneration Policy of Corporate

Officers 12

Mgmt Do Not Vote For Approve Remuneration of Directors Aggregate

Amount of EUR 1.25 Million 13





Mgmt Do Not Vote For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 60 Million

16

Page 76 of 303

Danone SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Do Not Vote For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights with Binding Priority Right up to Aggregate Nominal Amount of EUR 17 Million

17


18


19


20

Mgmt Do Not Vote For Authorize Capitalization of Reserves of Up to EUR 43 Million for Bonus Issue or Increase in

Par Value

21


22



23

Mgmt Do Not Vote For Authorize up to 0.2 Percent of Issued Capital for Use in Restricted Stock Plans

24


25



26

Mgmt Do Not Vote For Approve Remuneration Policy of Executive Corporate Officers

27

Mgmt Do Not Vote For Approve Compensation Report of Emmanuel Faber, Chairman and CEO Until 14 March 2021

28

Mgmt Shareholder Proposals

SH Request Directors to Present to Shareholders the Following: Strategic Vision for the Group; Position on Corporate Purpose; Approach to Environmental Matters; Opinion on Companys

Governance Organization

29

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Reports 1





Page 77 of 303


Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Reelect Guido Barilla as Director 4

Mgmt For For Reelect Cecile Cabanis as Director 5

Mgmt For For Reelect Michel Landel as Director 6

Mgmt For For Reelect Serpil Timuray as Director 7

Mgmt For For Ratify Appointment of Gilles Schnepp as Director

8



9


10

Mgmt For For Approve Compensation of Emmanuel Faber, Chairman and CEO

11

Mgmt For For Approve Remuneration Policy of Corporate Officers

12

Mgmt For For Approve Remuneration of Directors Aggregate Amount of EUR 1.25 Million

13



15



16

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

Amount of EUR 17 Million

17


Above

18


19


20


21


22


Page 78 of 303


Proponent

Proposal Text

Mgmt Rec

Vote Instruction

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


23


Mgmt For For Authorize up to 0.2 Percent of Issued Capital for Use in Restricted Stock Plans

24


25



26

Mgmt Against For Approve Remuneration Policy of Executive Corporate Officers

27

Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Last, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.

Mgmt For For Approve Compensation Report of Emmanuel

Faber, Chairman and CEO Until 14 March 2021 28

Mgmt Shareholder Proposals

SH Request Directors to Present to Shareholders the Following: Strategic Vision for the Group; Position on Corporate Purpose; Approach to Environmental Matters; Opinion on Companys Governance Organization

29

Dassault Systemes SA



Ticker: DSY

Primary ISIN: FR0014003TT8 Primary SEDOL: BM8H5Y5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1






4

Page 79 of 303

Dassault Systemes SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Approve Remuneration Policy of Corporate Officers

5

Voter Rationale: Long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant. Moreover, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Lastly, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt For For Approve Compensation of Charles Edelstenne, Chairman of the Board

6

Mgmt Against For Approve Compensation of Bernard Charles, Vice Chairman of the Board and CEO

7



Officers 8

Mgmt For For Reelect Odile Desforges as Director 9

Mgmt For For Reelect Soumitra Dutta as Director 10

Mgmt For For Ratify Appointment of Pascal Daloz as Interim

Director 11

Mgmt For For Authorize Repurchase of Up to 5 Million Issued

Share Capital 12





14


15

Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for Private Placements up to Aggregate Nominal Amount of EUR 12 Million

16


Under Items 14-16

17


18



Page 80 of 303

Dassault Systemes SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


20

Voter Rationale: Long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.


21

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

International Subsidiaries

22

Mgmt For For Approve 5-for-1 Stock Split 23


24

Davide Campari-Milano NV



Ticker: CPR

Primary ISIN: NL0015435975 Primary SEDOL: BMQ5W17

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Open Meeting 1

Mgmt Receive Annual Report (Non-Voting) 2.a

Mgmt Against For Approve Remuneration Report 2.b


Mgmt Discussion on Company's Corporate

Governance Structure 2.c

Mgmt For For Adopt Financial Statements 2.d



3.a

Mgmt For For Approve Dividends 3.b

Mgmt For For Approve Discharge of Executive Directors 4.a

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

Mgmt For For Approve Employee Share Ownership Plan 5

Mgmt For For Approve Extra Mile Bonus Plan 6

Page 81 of 303

Davide Campari-Milano NV Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Approve Stock Option Plan 7


Mgmt For For Authorize Repurchase of Shares 8


9

Delivery Hero SE



Ticker: DHER

Primary ISIN: DE000A2E4K43 Primary SEDOL: BZCNB42

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt


2

Mgmt For For Approve Discharge of Supervisory Board Member Martin Enderle for Fiscal Year 2020

3.1

Mgmt For For Approve Discharge of Supervisory Board Member Hilary Gosher for Fiscal Year 2020

3.2

Mgmt For For Approve Discharge of Supervisory Board Member Patrick Kolek for Fiscal Year 2020

3.3

Mgmt For For Approve Discharge of Supervisory Board Member Bjoern Ljungberg for Fiscal Year 2020

3.4

Mgmt For For Approve Discharge of Supervisory Board Member Vera Stachowiak for Fiscal Year 2020

3.5

Mgmt For For Approve Discharge of Supervisory Board Member Christian Graf von Hardenberg for Fiscal Year 2020

3.6

Mgmt For For Approve Discharge of Supervisory Board Member Jeanette Gorgas for Fiscal Year 2020

3.7

Mgmt For For Approve Discharge of Supervisory Board Member Nils Engvall for Fiscal Year 2020

3.8

Mgmt For For Approve Discharge of Supervisory Board Member Gabriella Ardbo for Fiscal Year 2020

3.9

Mgmt For For Approve Discharge of Supervisory Board Member Gerald Taylor for Fiscal Year 2020

3.10


4

Page 82 of 303

Delivery Hero SE Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.


Mgmt Against For Approve Creation of EUR 13.7 Million Pool of Capital without Preemptive Rights

7


Mgmt Against For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 3 Billion; Approve Creation of EUR 14 Million Pool of Capital to Guarantee

Conversion Rights; Amend 2019 Resolution

8


Mgmt For For Approve Creation of EUR 6.9 Million Pool of

Capital for Employee Stock Purchase Plan 9

Mgmt Against For Approve Stock Option Plan for Key Employees; Approve Creation of EUR 5 Million Pool of Conditional Capital to Guarantee Conversion

Rights

10

Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Lastly, remuneration policy allows cliff-vesting of awards, thus failing to encourage progressive performance. Higher vesting levels should be linked to scaled performance targets.

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

11

Mgmt Against For Authorize Use of Financial Derivatives when

Repurchasing Shares 12


Deutsche Bank AG



Ticker: DBK


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt

Mgmt For For Approve Discharge of Management Board Member Christian Sewing for Fiscal Year 2020

2.1

Page 83 of 303

Deutsche Bank AG Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve Discharge of Management Board Member Karl von Rohr for Fiscal Year 2020

2.2

Mgmt For For Approve Discharge of Management Board Member Fabrizio Campelli for Fiscal Year 2020

2.3

Mgmt For For Approve Discharge of Management Board Member Frank Kuhnke for Fiscal Year 2020

2.4

Mgmt For For Approve Discharge of Management Board Member Bernd Leukert for Fiscal Year 2020

2.5

Mgmt For For Approve Discharge of Management Board Member Stuart Lewis for Fiscal Year 2020

2.6

Mgmt For For Approve Discharge of Management Board Member James von Moltke for Fiscal Year 2020

2.7

Mgmt For For Approve Discharge of Management Board Member Alexander von zur Muehlen (from

August 1, 2020) for Fiscal Year 2020

2.8

Mgmt For For Approve Discharge of Management Board Member Christiana Riley for Fiscal Year 2020

2.9

Mgmt For For Approve Discharge of Management Board Member Stefan Simon (from August 1, 2020)

for Fiscal Year 2020

2.10

Mgmt Against For Approve Discharge of Management Board Member Werner Steinmueller (until July 31,

2020) for Fiscal Year 2020

2.11

Voter Rationale: We voted against as a precaution, considering recent allegations in relation to their conduct surrounding the Wirecard scandal.

Mgmt Against For Approve Discharge of Supervisory Board Member Paul Achleitner for Fiscal Year 2020

3.1


Mgmt For For Approve Discharge of Supervisory Board

Member Detlef Polaschek for Fiscal Year 2020 3.2

Mgmt For For Approve Discharge of Supervisory Board Member Ludwig Blomeyer - Bartenstein for Fiscal Year 2020

3.3


Member Frank Bsirske for Fiscal Year 2020 3.4


Member Mayree Clark for Fiscal Year 2020 3.5


Member Jan Duscheck for Fiscal Year 2020 3.6

Mgmt For For Approve Discharge of Supervisory Board Member Gerhard Eschelbeck for Fiscal Year 2020

3.7

Mgmt For For Approve Discharge of Supervisory Board Member Sigmar Gabriel (from March 11, 2020) for Fiscal Year 2020

3.8

Mgmt For For Approve Discharge of Supervisory Board Member Katherine Garrett-Cox (until May 20, 2020) for Fiscal Year 2020

3.9

Page 84 of 303


Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve Discharge of Supervisory Board Member Timo Heider for Fiscal Year 2020

3.10

Mgmt For For Approve Discharge of Supervisory Board Member Martina Klee Fiscal Year 2020

3.11

Mgmt For For Approve Discharge of Supervisory Board Member Henriette Mark for Fiscal Year 2020

3.12

Mgmt For For Approve Discharge of Supervisory Board Member Gabriele Platscher for Fiscal Year 2020

3.13

Mgmt For For Approve Discharge of Supervisory Board Member Bernd Rose for Fiscal Year 2020

3.14

Mgmt Against For Approve Discharge of Supervisory Board Member Gerd Schuetz for Fiscal Year 2020

3.15

Voter Rationale: We voted against as a precautions, considering recent allegations in relation to their conduct surrounding the Wirecard scandal.

Mgmt For For Approve Discharge of Supervisory Board Member Stephan Szukalski for Fiscal Year 2020

3.16

Mgmt For For Approve Discharge of Supervisory Board Member John Thain for Fiscal Year 2020

3.17

Mgmt For For Approve Discharge of Supervisory Board Member Michele Trogni for Fiscal Year 2020

3.18

Mgmt For For Approve Discharge of Supervisory Board Member Dagmar Valcarcel for Fiscal Year 2020

3.19

Mgmt For For Approve Discharge of Supervisory Board Member Theodor Weimer (from May 20, 2020) for Fiscal Year 2020

3.20

Mgmt For For Approve Discharge of Supervisory Board Member Norbert Winkeljohann for Fiscal Year 2020

3.21


4


5


6


Mgmt For For Authorize Repurchase of Up to Five Percent of

Issued Share Capital for Trading Purposes 7


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


Mgmt For For Approve Creation of EUR 512 Million Pool of

Capital without Preemptive Rights 10

Mgmt For For Approve Creation of EUR 2 Billion Pool of

Capital with Preemptive Rights 11

Page 85 of 303


Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve Affiliation Agreement with VOEB-ZVD Processing GmbH

12

Mgmt For For Elect Frank Witter to the Supervisory Board 13

Voter Rationale: We note that no criminal charges have been brought against Frank Witter during his time as CFO at Volkswagen and that a legal probe found no breaches of fiduciary duties on his part.

Deutsche Boerse AG



Ticker: DB1


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt


2


3


4

Mgmt For For Elect Karl-Heinz Floether to the Supervisory Board

5.1

Mgmt Against For Elect Andreas Gottschling to the Supervisory Board

5.2

Voter Rationale: We voted against on the election of Andreas Gottschling to the board and to the audit committee as a precaution, considering the potential risk management issues that came to light in recent months at Credit Suisse Group AG.

Mgmt For For Elect Martin Jetter to the Supervisory Board 5.3

Mgmt For For Elect Barbara Lambert to the Supervisory

Board 5.4

Mgmt For For Elect Michael Ruediger to the Supervisory

Board 5.5

Mgmt For For Elect Charles Stonehill to the Supervisory

Board 5.6

Mgmt For For Elect Clara-Christina Streit to the Supervisory

Board 5.7

Mgmt For For Elect Chong Lee Tan to the Supervisory Board 5.8


Capital with Preemptive Rights 6


Voter Rationale: We have some concerns about the pension arrangements, given that executives received a high level of contributions during 2020, and the policy does not make clear what the quantum levels will be under the revised policy. We expect executive pension arrangements t be aligned with those of the workforce.

Mgmt For For Amend Articles Re: AGM Location 8

Page 86 of 303

Deutsche Boerse AG Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


9

Deutsche Lufthansa AG



Ticker: LHA


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt


2


3

Mgmt Against For Elect Angela Titzrath to the Supervisory Board 4.1


Mgmt For For Elect Michael Kerkloh to the Supervisory Board 4.2

Mgmt For For Elect Britta Seeger to the Supervisory Board 4.3


Mgmt For For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 1.5 Billion; Approve Creation of EUR 153 Million Pool of Capital to Guarantee

Conversion Rights

6

Mgmt For For Approve Creation of EUR 5.5 Billion Pool of Capital with Preemptive Rights

7


8

Deutsche Post AG



Ticker: DPW


Page 87 of 303

Deutsche Post AG

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt


2


3


4


Mgmt Against For Ratify PricewaterhouseCoopers GmbH as Auditors for Fiscal Year 2021

5


Mgmt For For Elect Ingrid Deltenre to the Supervisory Board 6.1

Mgmt For For Elect Katja Windt to the Supervisory Board 6.2

Mgmt For For Elect Nikolaus von Bomhard to the Supervisory Board

6.3

Mgmt For For Approve Creation of EUR 130 Million Pool of Capital without Preemptive Rights

7


Shares

8

Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.


9



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


Deutsche Telekom AG



Ticker: DTE


Page 88 of 303

Deutsche Telekom AG

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Management Proposals Mgmt

Mgmt Receive Financial Statements and Statutory Reports for Fiscal Year 2020 (Non-Voting)

1


2


3


4



5.1

Mgmt For For Ratify PricewaterhouseCoopers GmbH as Auditors for the 2021 Interim Financial

Statements

5.2

Mgmt For For Ratify PricewaterhouseCoopers GmbH as Auditors for the First Quarter of Fiscal Year

2021

5.3

Mgmt For For Ratify PricewaterhouseCoopers GmbH as Auditors for the Third Quarter of Fiscal Year

2021 and First Quarter of Fiscal Year 2022

5.4

Mgmt For For Elect Helga Jung to the Supervisory Board 6


Shares

7


8



Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. The proposed policy contains significant scope for discretion via extraordinary bonuses and a modifier under the short-term incentive plan, which falls short of market best practice standards.


Mgmt Shareholder Proposal Submitted by Deutsche Schutzvereinigung fuer Wertpapierbesitz e.V. (DSW)

SH For Against Amend Articles Re: Shareholders' Right to Participation during the Virtual Meeting

11

Voter Rationale: The proposed article amendment would have a positive impact on shareholder rights, seeking to allow effective participation by shareholders in the virtual AGM.

Page 89 of 303

Deutsche Wohnen SE



Ticker: DWNI

Primary ISIN: DE000A0HN5C6 Primary SEDOL: B0YZ0Z5

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt


2

Mgmt For For Approve Discharge of Management Board Member Michael Zahn for Fiscal Year 2020

3.1

Mgmt For For Approve Discharge of Management Board Member Philip Grosse for Fiscal Year 2020

3.2

Mgmt For For Approve Discharge of Management Board Member Henrik Thomsen for Fiscal Year 2020

3.3

Mgmt For For Approve Discharge of Management Board Member Lars Urbansky for Fiscal Year 2020

3.4

Mgmt For For Approve Discharge of Supervisory Board Member Matthias Huenlein for Fiscal Year 2020

4.1

Mgmt For For Approve Discharge of Supervisory Board Member Juergen Fenk (from June 5, 2020) for

Fiscal Year 2020

4.2

Mgmt For For Approve Discharge of Supervisory Board Member Arwed Fischer for Fiscal Year 2020

4.3

Mgmt For For Approve Discharge of Supervisory Board Member Kerstin Guenther (from June 5, 2020)

for Fiscal Year 2020

4.4

Mgmt For For Approve Discharge of Supervisory Board Member Tina Kleingarn for Fiscal Year 2020

4.5

Mgmt For For Approve Discharge of Supervisory Board Member Andreas Kretschmer (until June 5,

2020) for Fiscal Year 2020

4.6

Mgmt For For Approve Discharge of Supervisory Board Member Florian Stetter for Fiscal Year 2020

4.7


5

Mgmt For For Elect Florian Stetter to the Supervisory Board 6



Mgmt For For Amend Articles Re: Participation of Supervisory Board Members in the Annual General Meeting

by Means of Audio and Video Transmission

9

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

Shares (item withdrawn)

10

Mgmt Against For Authorize Use of Financial Derivatives when Repurchasing Shares (item withdrawn)

11

Page 90 of 303

DiaSorin SpA



Ticker: DIA

Primary ISIN: IT0003492391 Primary SEDOL: B234WN9

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1.1




Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Last, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.


Report 2.2

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Last, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.


Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.

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

4

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


Mgmt For For Amend Company Bylaws: Articles 3, 8, 9-bis,

11 and 18 1




Page 91 of 303

DiaSorin SpA



Ticker: DIA

Primary ISIN: IT0003492391 Primary SEDOL: B234WN9

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Authorize the Conversion of Bonds "EUR 500,000,000 Zero Coupon Equity Linked Bonds due 2028" and Approve Capital Increase without Preemptive Rights to Service the

Conversion of Bonds

1

E.ON SE



Ticker: EOAN

Primary ISIN: DE000ENAG999 Primary SEDOL: 4942904

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt


2


3


4



5.1


Mgmt Against For Ratify KPMG AG as Auditors for Half-Year and Quarterly Reports 2021

5.2


Mgmt Against For Ratify KPMG AG as Auditors for the First Quarter of Fiscal Year 2022

5.3


Page 92 of 303

E.ON SE Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Voter Rationale: Remuneration committee should not allow vesting of incentive awards for below median performance. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Last, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.


Mgmt For For Elect Erich Clementi to the Supervisory Board 8.1

Mgmt For For Elect Andreas Schmitz to the Supervisory Board

8.2

Mgmt For For Elect Ewald Woste to the Supervisory Board 8.3

Mgmt For For Approve Affiliation Agreements with E.ON 45. Verwaltungs GmbH

9.1

Mgmt For For Approve Affiliation Agreement with E.ON 46. Verwaltungs GmbH

9.2

EDP-Energias de Portugal SA

Meeting Date: 01/19/2021 Country: Portugal


Ticker: EDP

Primary ISIN: PTEDP0AM0009 Primary SEDOL: 4103596

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Statement on Remuneration Policy Applicable to Executive Board

Mgmt For Against


Mgmt For For Elect Executive Board 2


EDP-Energias de Portugal SA



Ticker: EDP

Primary ISIN: PTEDP0AM0009 Primary SEDOL: 4103596

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Individual and Consolidated Financial

Statements and Statutory Reports Mgmt For For

Page 93 of 303

EDP-Energias de Portugal SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt For For Appraise Management of Company and Approve Vote of Confidence to Management Board

3.1

Mgmt For For Appraise Supervision of Company and Approve Vote of Confidence to Supervisory Board

3.2

Mgmt For For Appraise Work Performed by Statutory Auditor and Approve Vote of Confidence to Statutory Auditor

3.3

Mgmt Against For Authorize Repurchase and Reissuance of Shares

4


Mgmt Against For Authorize Repurchase and Reissuance of Repurchased Debt Instruments

5


Mgmt For For Authorize Increase in Capital Up to 10 Percent via Issuance of Equity or Equity-Linked Securities without Preemptive Rights

6

Mgmt For For Amend Articles 7

Mgmt For For Eliminate Preemptive Rights 8

Mgmt For For Approve Statement on Remuneration Policy

Applicable to Executive Board 9

Mgmt For For Approve Statement on Remuneration Policy

Applicable to Other Corporate Bodies 10

Mgmt For For Elect Corporate Bodies for 2021-2023 Term 11.1

Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance. Moreover, for maximum effectiveness a board should include between 5 and 15 directors. Also, executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For For Appoint PricewaterhouseCoopers & Associados - Sociedade de Revisores de Contas, Lda. as Auditor and Aurelio Adriano Rangel Amado as Alternate for 2021-2023 Term

11.2

Mgmt For For Elect General Meeting Board for 2021-2023

Term 11.3

Mgmt For For Elect Remuneration Committee for 2021-2023

Term 11.4

Mgmt For For Approve Remuneration of Remuneration

Committee Members 11.5

Mgmt For For Elect Environment and Sustainability Board for

2021-2023 Term 11.6

Page 94 of 303

Electricite de France SA



Ticker: EDF

Primary ISIN: FR0010242511 Primary SEDOL: B0NJJ17

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1


2


3

Mgmt Shareholder Proposals Submitted by FCPE Actions EDF

SH Against Against Proposition Not to Distribute the Dividend A

Voter Rationale: We do not support shareholder proposals where we consider that the issue raised is not material, is already sufficiently addressed by the company or the request is overly burdensome or impractical.


Mgmt For For Approve Stock Dividend Program for Interim Distributions

4

Mgmt For For Approve Transaction with French State RE: OCEANEs

5


6

Mgmt For For Approve Compensation of Jean-Bernard Levy, Chairman and CEO

7


8

Mgmt For For Approve Remuneration Policy of Chairman and CEO

9


Mgmt For For Approve Remuneration of Directors in the Aggregate Amount of EUR 440,000

11

Mgmt Against For Reelect Marie-Christine Lepetit as Director 12

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

Mgmt For For Reelect Colette Lewiner as Director 13

Mgmt Against For Reelect Michèle Rousseau as Director 14


Mgmt Against For Reelect François Delattre as Director 15




Page 95 of 303

Electricite de France SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



17



18


19

Electricite de France SA



Ticker: EDF

Primary ISIN: FR0010242511 Primary SEDOL: B0NJJ17

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Elect Nathalie Collin as Director 1


2

Elisa Oyj

Meeting Date: 04/08/2021 Country: Finland


Ticker: ELISA

Primary ISIN: FI0009007884 Primary SEDOL: 5701513

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt

Mgmt Call the Meeting to Order 2

Mgmt Designate Inspector or Shareholder Representative(s) of Minutes of Meeting

3

Mgmt Acknowledge Proper Convening of Meeting 4

Mgmt Prepare and Approve List of Shareholders 5

Mgmt Receive Financial Statements and Statutory Reports

6


7

Page 96 of 303

Elisa Oyj Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve Allocation of Income and Dividends of EUR 1.95 Per Share

8

Mgmt For For Approve Discharge of Board and President 9

Mgmt Against For Approve Remuneration Report (Advisory Vote) 10


Mgmt For For Approve Remuneration of Directors in the Amount of EUR 126,000 for Chairman, EUR 84,000 for Vice Chairman and the Chairman of the Committees, and EUR 69,000 for Other Directors; Approve Meeting Fees

11

Mgmt For For Fix Number of Directors at Eights 12

Mgmt For For Reelect Clarisse Berggardh (Vice Chair), Kim Ignatius, Topi Manner, Eva-Lotta Sjostedt, Seija Turunen, Anssi Vanjoki (Chair) and Antti Vasara as Directors; Elect Maher Chebbo as New Director

13


Mgmt For For Approve Remuneration of Auditors 14


Mgmt For For Ratify KPMG as Auditors 15


Mgmt For For Authorize Share Repurchase Program 16

Mgmt For For Approve Issuance of up to 15 Million Shares

without Preemptive Rights 17


Endesa SA



Ticker: ELE


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Mgmt For For Approve Consolidated and Standalone

Management Reports 2



Page 97 of 303

Endesa SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Add Article 26 ter Re: Allow Shareholder Meetings to be Held in Virtual-Only Format

6.1



6.2


Mgmt For For Amend Article 40 Re: Director Remuneration 6.3

Mgmt For For Amend Article 43 Re: Board Meetings to be

Held in Virtual-Only Format 6.4


Mgmt For For Add Article 10 ter of General Meeting Regulations Re: Allow Shareholder Meetings to be Held in Virtual-Only Format

7.1


Mgmt For For Amend Articles of General Meeting Regulations Re: Allow Shareholder Meetings to be Held in Virtual-Only Format

7.2


Mgmt For For Fix Number of Directors at 11 8

Mgmt For For Approve Remuneration Report 9

Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Furthermore, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.



Mgmt For For Approve Strategic Incentive Plan 11




Enel SpA



Ticker: ENEL


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Page 98 of 303

Enel SpA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


1



Mgmt Against For Authorize Share Repurchase Program and



Mgmt For For Approve Long-Term Incentive Plan 4



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

Mgmt For For Approve Second Section of the Remuneration Report

5.2

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

A


ENGIE SA



Ticker: ENGI

Primary ISIN: FR0010208488 Primary SEDOL: B0C2CQ3


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Reports 1



Mgmt Do Not Vote For Approve Treatment of Losses and Dividends of


Mgmt Shareholder Proposals Submitted by the Supervisory Board of the Solidarity Employee Mutual Fund Link France

SH Do Not Vote Against Set the Dividend at EUR 0.35 per Share A




Page 99 of 303

ENGIE SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


5

Mgmt Do Not Vote For Elect Catherine MacGregor as Director 6

Mgmt Do Not Vote None Elect Jacinthe Delage as Representative of Employee Shareholders to the Board

7

Mgmt Do Not Vote None Elect Steven Lambert as Representative of Employee Shareholders to the Board

8


Mgmt Do Not Vote For Approve Compensation of Jean-Pierre Clamadieu, Chairman of the Board

10

Mgmt Do Not Vote For Approve Compensation of Isabelle Kocher, CEO Until Feb. 24, 2020

11

Mgmt Do Not Vote For Approve Compensation of Claire Waysand, CEO Since Feb. 24, 2020

12



14




16

Mgmt Do Not Vote For Authorize Capital Issuances for Use in Employee Stock Purchase Plans for Employees

of International Subsidiaries

17

Mgmt Do Not Vote For Authorize up to 0.75 Percent of Issued Capital for Use in Restricted Stock Plans

18

Mgmt Do Not Vote For Authorize up to 0.75 Percent of Issued Capital for Use in Restricted Stock Plans Under

Performance Conditions

19


20

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Reports 1



Mgmt For For Approve Treatment of Losses and Dividends of


Mgmt Shareholder Proposals Submitted by the Supervisory Board of the Solidarity Employee Mutual Fund Link France

Page 100 of 303


Proponent

Proposal Text

Mgmt Rec

Vote Instruction

SH Against Against Set the Dividend at EUR 0.35 per Share A




4


5

Mgmt For For Elect Catherine MacGregor as Director 6

Mgmt Against None Elect Jacinthe Delage as Representative of Employee Shareholders to the Board

7


Mgmt Against None Elect Steven Lambert as Representative of

Employee Shareholders to the Board 8



Mgmt For For Approve Compensation of Jean-Pierre

Clamadieu, Chairman of the Board 10

Mgmt Against For Approve Compensation of Isabelle Kocher, CEO

Until Feb. 24, 2020 11

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, if granted, payments to former executives should be subject to appropriate performance targets and less than p/greater than Triggering events that are in line with market best practice. Also, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt Against For Approve Compensation of Claire Waysand, CEO

Since Feb. 24, 2020 12

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.



14


Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations. Moreover, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Last, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.


Page 101 of 303


Proponent

Proposal Text

Mgmt Rec

Vote Instruction


16


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

17


Mgmt Against For Authorize up to 0.75 Percent of Issued Capital


Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Last, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt Against For Authorize up to 0.75 Percent of Issued Capital for Use in Restricted Stock Plans Under Performance Conditions

19

Voter Rationale: Remuneration committee should not allow vesting of incentive awards for below median performance. Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Lastly, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.


Formalities 20

Eni SpA



Ticker: ENI


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




Reports 1



Mgmt For For Authorize Use of Available Reserves for Interim

Dividend Distribution 3

Mgmt Shareholder Proposals Submitted by the

Ministry of Economy and Finance

Page 102 of 303

Eni SpA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

SH For None Appoint Marcella Caradonna as Internal Statutory Auditor

4

Voter Rationale: These items warrant a vote FOR because the name and details of the proposed candidates have been disclosed, and no concerns have been noticed.

SH For None Appoint Roberto Maglio as Alternate Internal Statutory Auditor

5

Voter Rationale: These items warrant a vote FOR because the name and details of the proposed candidates have been disclosed, and no concerns have been noticed.




Report 7

Voter Rationale: We have concerns over the COVID-related changes to the 2020 performance objectives and the termination payments in excess of 24 months' pay.




Erste Group Bank AG

Meeting Date: 11/25/2021 Country: Austria


Ticker: EBS

Primary ISIN: AT0000652011 Primary SEDOL: 5289837

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Allocation of Income and Dividends of

EUR 1.00 per Share Mgmt For For

EssilorLuxottica SA



Ticker: EL


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Reports 1



Page 103 of 303

EssilorLuxottica SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


3


4


5

Mgmt Against For Approve Compensation of Leonardo Del Vecchio, Chairman and CEO Until Dec. 17, 2020 and Chairman of the Board Since Dec. 17, 2020

6

Voter Rationale: We have concerns that substantial bonuses were paid in a year when the company made use of the financial aid mechanism of the government in the context of the covid-19 crisis.

Mgmt Against For Approve Compensation of Hubert Sagnieres, Vice-Chairman and Vice-CEO Until Dec. 17, 2020 and Vice-Chairman of the Board Since

Dec. 17, 2020

7

Voter Rationale: We have concerns that substantial bonuses were paid in a year when the company made use of the financial aid mechanism of the government in the context of the covid-19 crisis.

Mgmt For For Approve Remuneration Policy of Corporate Officers, Since Jan. 1, 2020 Until the General Assembly

8

Voter Rationale: Companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Also, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt Against For Approve Remuneration Policy of Corporate

Officers, Since the General Assembly 9

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. In addition, if granted, payments to former executives should be subject to appropriate performance targets and triggering events that are in line with market best practice. Remuneration committee should not allow vesting of incentive awards for below median performance. Moreover, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Also, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Lastly, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.




Mgmt For For Amend Bylaws to Comply with Legal Changes 11

Mgmt For For Amend Article 13 of Bylaws Re: Directors

Length of Term 12

Mgmt For For Amend Article 15, 16 and 23 of Bylaws Re:

Board Deliberation 13



Page 104 of 303

EssilorLuxottica SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


15

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Remuneration committee should not allow vesting of incentive awards for below median performance. Moreover, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to 5 Percent of Issued Capital

16


17


18


Mgmt For For Reelect Leonardo Del Vecchio as Director 19

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

Mgmt Against For Reelect Romolo Bardin as Director 20

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

Mgmt For For Reelect Juliette Favre as Director 21

Mgmt For For Reelect Francesco Milleri as Director 22

Mgmt For For Reelect Paul du Saillant as Director 23

Mgmt For For Reelect Cristina Scocchia as Director 24

Mgmt Against For Elect Jean-Luc Biamonti as Director 25


Mgmt For For Elect Marie-Christine Coisne as Director 26

Mgmt For For Elect Jose Gonzalo as Director 27

Mgmt Against For Elect Swati Piramal as Director 28


Mgmt For For Elect Nathalie von Siemens as Director 29

Mgmt For For Elect Andrea Zappia as Director 30

Mgmt For For Directors Length of Term, Pursuant Item 12 31


32

Page 105 of 303

Eurofins Scientific SE



Ticker: ERF

Primary ISIN: FR0014000MR3 Primary SEDOL: BNDPYV1

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Receive and Approve Board's Reports 1

Mgmt For For Receive and Approve Director's Special Report Re: Operations Carried Out Under the

Authorized Capital Established

2

Mgmt For For Receive and Approve Auditor's Reports 3


4






Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Moreover, remuneration committee should not allow vesting of incentive awards for below median performance.

Mgmt For For Reelect Pascal Rakovsky as Director 10

Mgmt For For Elect Ivo Rauh as Director 11

Mgmt For For Elect Evie Roos as Director 12

Mgmt For For Renew Appointment of Deloitte Audit as Auditor

13


Mgmt For For Acknowledge Information on Repurchase Program

15


16


Mgmt Against For Increase Authorized Share Capital and Amend Articles of Association

1


Mgmt Against For Approve Creation of Class C Beneficiary Units and Amend Articles of Association

2

Voter Rationale: The issuance of shares with impaired/enhanced voting rights violates the principle of one share, one vote.

Mgmt For For Amend Articles 15.3, 16.3, and 21 of the Articles of Association

3

Page 106 of 303

Eurofins Scientific SE Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


4

Evonik Industries AG



Ticker: EVK

Primary ISIN: DE000EVNK013 Primary SEDOL: B5ZQ9D3

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt


2


3


4



5

Mgmt For For Elect Werner Fuhrmann to the Supervisory Board

6.1

Mgmt Against For Elect Cedrik Neike to the Supervisory Board 6.2

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

Faurecia SE



Ticker: EO


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1




EUR 1 per Share 3

Page 107 of 303

Faurecia SE Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



4

Mgmt For For Ratify Appointment of Jean-Bernard Levy as Director

5

Mgmt For For Reelect Patrick Koller as Director 6

Mgmt For For Reelect Penelope Herscher as Director 7

Mgmt For For Reelect Valerie Landon as Director 8

Mgmt Against For Reelect Peugeot 1810 as Director 9



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

11

Mgmt Against For Approve Compensation of Patrick Koller, CEO 12

Voter Rationale: Remuneration committee should not allow vesting of incentive awards for below median performance. Also, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. In addition, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.



the Board 14


Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Remuneration committee should not allow vesting of incentive awards for below median performance. Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Further, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.





17


18

Mgmt For For Approve Issuance of Equity or Equity-Linked Securities Reserved for Qualified Investors, up to Aggregate Nominal Amount of EUR 95

Million

19


Under Item 17 to 19

20

Page 108 of 303

Faurecia SE Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Authorize Capital Increase of up to Aggregate Nominal Amount of EUR 95 Million for

Contributions in Kind

21

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

22

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.


23







Mgmt For For Amend Article 30 of Bylaws Re: Shareholding

Disclosure Thresholds 26

Mgmt For For Amend Article 16 and 23 of Bylaws to Comply

with Legal Changes 27



Formalities 28

Ferrari NV



Ticker: RACE

Primary ISIN: NL0011585146 Primary SEDOL: BD6G507

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Open Meeting 1

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

Mgmt Receive Explanation on Company's Reserves

and Dividend Policy 2.b

Page 109 of 303

Ferrari NV Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Approve Remuneration Report 2.c

Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Additionally, remuneration committee should not allow vesting of incentive awards for below median performance. Lastly, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.


2.d

Mgmt For For Approve Dividends of EUR 0.867 Per Share 2.e

Mgmt For For Approve Discharge of Directors 2.f

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


Mgmt For For Reelect Piero Ferrari as Non-Executive Director 3.b

Mgmt Against For Reelect Delphine Arnault as Non-Executive

Director 3.c


Mgmt Against For Reelect Francesca Bellettini as Non-Executive

Director 3.d


Mgmt For For Reelect Eduardo H. Cue as Non-Executive

Director 3.e

Mgmt For For Reelect Sergio Duca as Non-Executive Director 3.f

Mgmt For For Reelect John Galantic as Non-Executive

Director 3.g

Mgmt For For Reelect Maria Patrizia Grieco as Non-Executive

Director 3.h

Mgmt Against For Reelect Adam Keswick as Non-Executive

Director 3.i


Mgmt For For Appoint Ernst & Young Accountants LLP as Auditors

4

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

5.1


5.2

Mgmt Against For Grant Board Authority to Issue Special Voting Shares

5.3

Voter Rationale: The issuance of shares with impaired/enhanced voting rights violates the principle of one share, one vote.



Page 110 of 303

Ferrari NV Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Approve Awards to Executive Director 7

Voter Rationale: Remuneration committee should not allow vesting of incentive awards for below median performance. Moreover, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.


Ferrovial SA



Ticker: FER

Primary ISIN: ES0118900010 Primary SEDOL: B038516

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Approve Consolidated and Standalone Financial Statements

Mgmt For For





Mgmt For For Approve Scrip Dividends 4



6

Mgmt For For Advisory Vote on Company's Greenhouse Gas Emissions Reduction Plan

7.1

Mgmt For For Advisory Vote, as from the 2022 AGM, on the Company's Climate Strategy Report

7.2





10


11

Page 111 of 303

Fiat Chrysler Automobiles NV



Ticker: FCA

Primary ISIN: XS2199351375 Primary SEDOL: BMHKD52

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Open Meeting 1

Mgmt For For Approve Merger and All Related Proposals in Connection with the Combination with Peugeot

S.A. (PSA)

2

Mgmt For For Amend Articles of Association to Increase and Subsequently Decrease the Combined

Company's Issued Share Capital

3


Fidelity Funds - Asian Special Situations Fund



Ticker: 12045

Primary ISIN: LU0054237671 Primary SEDOL: 4343400

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Receive Board's Report Mgmt




Mgmt For For Re-elect Yousef Al-Awadi as Director 5.1

Mgmt For For Re-elect Didier Cherpitel as Director 5.2

Mgmt For For Re-elect Carine Feipel as Director 5.3

Mgmt For For Re-elect Abby Johnson as Director 5.4

Mgmt For For Re-elect Glen Moreno as Director 5.5

Mgmt For For Re-elect Anne Richards as Director 5.6

Mgmt For For Re-elect Jon Skillman as Director 5.7

Mgmt For For Re-elect FIL (Luxembourg) S.A. as Corporate Director

5.8


Mgmt For For Renew Appointment of Deloitte Audit SARL as Auditor

7


Page 112 of 303

Fidelity Funds - Asian Special Situations Fund Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Fidelity Funds - European Dynamic Growth Fund



Ticker: 46856

Primary ISIN: LU0119124781 Primary SEDOL: B54GLG1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction













5.8



7



Fidelity Funds - World Fund



Ticker: HJNX6M.F


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Page 113 of 303

Fidelity Funds - World Fund Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction












5.8



7



FinecoBank SpA



Ticker: FBK

Primary ISIN: IT0000072170 Primary SEDOL: BNGN9Z1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1


Mgmt For For Elect Alessandra Pasini as Director 3

Mgmt For For Appoint Internal Statutory Auditors 4

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

5


Voter Rationale: All cash or share-based awards and payments that fall outside the company's remuneration policy should require ex-ante shareholder approval. Moreover, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.

Page 114 of 303

FinecoBank SpA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


7

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.

Mgmt For For Approve 2021 Incentive System for Employees 8

Mgmt Against For Approve 2021-2023 Long Term Incentive Plan for Employees

9

Voter Rationale: All cash or share-based awards and payments that fall outside the company's remuneration policy should require ex-ante shareholder approval. Moreover, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.

Mgmt For For Approve 2021 Incentive System for Personal

Financial Advisors 10

Mgmt For For Authorize Share Repurchase Program and Reissuance of Repurchased Shares to Service the 2021 PFA System

11


Mgmt For For Authorize Board to Increase Capital to Service

2021 Incentive System 1


2020 Incentive System 2

Mgmt Against For Authorize Board to Increase Capital to Service

2021-2023 Long Term Incentive Plan 3

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

FinecoBank SpA



Ticker: FBK

Primary ISIN: IT0000072170 Primary SEDOL: BNGN9Z1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Approve Dividend Distribution 1

First Trust Global Funds plc - First Trust Eurozone AlphaDEX UCITS ETF



Ticker: FEUZ

Primary ISIN: IE00B8X9NY41 Primary SEDOL: BRK1120

Page 115 of 303

First Trust Global Funds plc - First Trust Eurozone AlphaDEX UCITS ETF

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For

Mgmt For For Review the Company's Affairs 2

Mgmt For For Ratify Deloitte as Auditors 3


4

Flutter Entertainment Plc



Ticker: FLTR

Primary ISIN: IE00BWT6H894 Primary SEDOL: BWXC0Z1

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For


Mgmt For For Conditional upon the Adoption of Resolutions 1 and 2, Adopt New Articles of Association

3A

Mgmt For For Conditional upon the Adoption of Resolution 1 and Resolution 2 not being Validly Adopted,

Adopt New Articles of Association

3B


4

Flutter Entertainment Plc



Ticker: FLTR

Primary ISIN: IE00BWT6H894 Primary SEDOL: BWXC0Z1

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For


Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilitiesof executive directors. Moreover, the terms of incentive schemes should not be amended retrospectively. Any significant amendment to the terms of incentive schemes should be subject to shareholder approval.

Page 116 of 303

Flutter Entertainment Plc Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Re-elect Zillah Byng-Thorne as Director 3a

Voter Rationale: Executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.Future plc, where she serves as CEO are in the process of acquiring GoCo plc, where she serves as NED, which will have the effect of reducing her number of external mandates by one.However, we consider her to be overboarded given the size of the companies involved and CEO commitments at Future. We are not supportive of er re-election on this basis.

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

Mgmt For For Re-elect Nancy Cruickshank as Director 3c

Mgmt For For Re-elect Richard Flint as Director 3d

Mgmt For For Re-elect Andrew Higginson as Director 3e

Mgmt For For Re-elect Jonathan Hill as Director 3f

Mgmt For For Re-elect Alfred Hurley Jr as Director 3g

Mgmt For For Re-elect Peter Jackson as Director 3h

Mgmt For For Re-elect David Lazzarato as Director 3i

Mgmt For For Re-elect Gary McGann as Director 3j

Mgmt For For Re-elect Mary Turner as Director 3k


4

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

5



7a

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

7b

Mgmt For For Authorise Market Purchase of Ordinary Shares 8

Mgmt For For Authorise the Company to Determine the Price Range at which Treasury Shares may be Re-issued Off-Market

9

Mgmt For For Approve Bonus Issue of Shares 10

Mgmt For For Approve Reduction of Capital 11

Fortum Oyj



Ticker: FORTUM


Page 117 of 303

Fortum Oyj

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Open Meeting Mgmt



3




6


7



8




Mgmt For For Approve Remuneration of Directors in the Amount of EUR 77,200 for Chair, EUR 57,500 for Deputy Chair and EUR 40,400 for Other Directors; Approve Remuneration for Committee Work; Approve Meeting Fees

11

Mgmt For For Fix Number of Directors at Seven 12

Mgmt For For Reelect Essimari Kairisto, Anja McAlister (Deputy Chair), Teppo Paavola, Veli-Matti Reinikkala (Chair), Philipp Rosler and Annette Stube as Directors; Elect Luisa Delgado as New Director

13







Mgmt For For Authorize Reissuance of Repurchased Shares 17

Mgmt For For Approve Charitable Donations 18

Page 118 of 303

Fortum Oyj Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Fresenius Medical Care AG & Co. KGaA



Ticker: FME


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Financial Statements and Statutory Reports for Fiscal Year 2020

Mgmt For For



2

Mgmt For For Approve Discharge of Personally Liable Partner for Fiscal Year 2020

3


4


5

Mgmt For For Elect Dieter Schenk to the Supervisory Board 6.1

Mgmt For For Elect Rolf Classon to the Supervisory Board and to the Joint Committee

6.2

Mgmt For For Elect Gregory Sorensen to the Supervisory Board

6.3

Mgmt For For Elect Dorothea Wenzel to the Supervisory Board and to the Joint Committee

6.4

Mgmt For For Elect Pascale Witz to the Supervisory Board 6.5

Mgmt For For Elect Gregor Zuend to the Supervisory Board 6.6


7

Fresenius SE & Co. KGaA



Ticker: FRE


Page 119 of 303

Fresenius SE & Co. KGaA

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Accept Financial Statements and Statutory Reports for Fiscal Year 2020

Mgmt For For



2


3


4


5


Voter Rationale: Remuneration committee should not allow vesting of incentive awards for below median performance. Moreover, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Also, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.


Mgmt For For Elect Michael Albrecht to the Supervisory Board 8.1

Mgmt For For Elect Michael Diekmann to the Supervisory Board

8.2

Mgmt For For Elect Wolfgang Kirsch to the Supervisory Board 8.3

Mgmt Against For Elect Iris Loew-Friedrich to the Supervisory Board

8.4


Mgmt Against For Elect Klaus-Peter Mueller to the Supervisory

Board 8.5

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

Mgmt For For Elect Hauke Stars to the Supervisory Board 8.6

Mgmt For For Elect Michael Diekmann as Member of the

Joint Committee 9.1

Mgmt For For Elect Hauke Stars as Member of the Joint

Committee 9.2

Galapagos NV



Ticker: GLPG

Primary ISIN: BE0003818359 Primary SEDOL: B07Q2V5

Page 120 of 303

Galapagos NV

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


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

1

Mgmt For For Approve Financial Statements and Allocation of Income

2

Mgmt Receive Auditors' Reports (Non-Voting) 3


4


Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, equity awards to executives should be linked to stretching performance targets rather than time-based vesting requirements. Additionally, in early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Futhermore, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Also, long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant. Consequently, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Lastly, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt For For Approve Discharge of Directors and Auditors 6

Mgmt Acknowledge Information on Auditors' Remuneration

7

Mgmt For For Reelect Katrine Bosley as Independent Member of the Supervisory Board

8(i)

Mgmt For For Reelect Raj Parekh as Member of the Supervisory Board

8(ii)


GAM Star Fund plc - GAM Star Credit Opportunities (EUR)



Ticker: B7481Q.F

Primary ISIN: IE00B567SW70 Primary SEDOL: B567SW7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Ratify PricewaterhouseCoopers as Auditors Mgmt For Against


Mgmt Against For Authorise Board to Fix Remuneration of

Auditors 2


Page 121 of 303

GEA Group AG



Ticker: G1A


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt


2


3


4


5

Mgmt For For Elect Juergen Fleischer to the Supervisory Board

6.1

Mgmt Against For Elect Colin Hall to the Supervisory Board 6.2


Mgmt For For Elect Klaus Helmrich to the Supervisory Board 6.3

Mgmt For For Elect Annette Koehler to the Supervisory Board 6.4

Mgmt For For Elect Holly Lei to the Supervisory Board 6.5

Mgmt For For Elect Molly Zhang to the Supervisory Board 6.6





9

Mgmt For For Approve Creation of EUR 52 Million Pool of Authorized Capital I with Preemptive Rights

10

Mgmt For For Approve Creation of EUR 52 Million Pool of Authorized Capital II with Partial Exclusion of

Preemptive Rights

11

Mgmt For For Approve Creation of EUR 52 Million Pool of Authorized Capital III with Partial Exclusion of

Preemptive Rights

12

Mgmt For For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds with Partial Exclusion of Preemptive Rights up to Aggregate Nominal Amount of EUR 750 Million; Approve Creation of EUR 52 Million

Pool of Capital to Guarantee Conversion Rights

13

Page 122 of 303

Grifols SA



Ticker: GRF

Primary ISIN: ES0171996087 Primary SEDOL: BYY3DX6

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Standalone Financial Statements, Allocation of Income, and Dividend Payment

for Class B Shares

Mgmt For For



Mgmt For For Approve Dividends Charged Against Reserves 4


Mgmt For For Appoint Deloitte as Auditor of Standalone Financial Statements

6

Mgmt Against For Renew Appointment of KPMG Auditores as Auditor of Consolidated Financial Statements

7


Mgmt For For Dismiss Ramon Riera Roca as Director 8.1

Mgmt For For Reelect Victor Grifols Roura as Director 8.2

Mgmt For For Fix Number of Directors at 12 8.3


9


Voter Rationale: Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt Against For Authorize Increase in Capital up to 50 Percent via Issuance of Equity or Equity-Linked Securities, Excluding Preemptive Rights of up to 20 Percent

11



12

Groupe Bruxelles Lambert SA



Ticker: GBLB


Page 123 of 303


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1


2.1

Mgmt For For Adopt Financial Statements 2.2



Mgmt Receive Information on Resignation of Gerard Lamarche as Director

5.1

Mgmt For For Elect Jacques Veyrat as Independent Director 5.2

Mgmt Against For Reelect Claude Genereux as Director 5.3.1


Mgmt Against For Reelect Jocelyn Lefebvre as Director 5.3.2

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

Mgmt For For Reelect Agnes Touraine as Independent Director

5.3.3

Mgmt Receive Information on Resignation of Deloitte as Auditor

6.1

Mgmt For For Ratify PricewaterhouseCoopers as Auditors and Approve Auditors' Remuneration

6.2



Mgmt Against For Approve Stock Option Plan Grants 8.1

Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Also, remuneration policy allows cliff-vesting of awards, thus failing to encourage progressive performance. Higher vesting levels should be linked to scaled performance targets.

Mgmt Against For Approve Stock Option Plan 8.2

Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Moreover, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Additionally, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Also, remuneration policy allows cliff-vesting of awards, thus failing to encourage progressive performance. Higher vesting levels should be linked to scaled performance targets.

Page 124 of 303

Groupe Bruxelles Lambert SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Receive Special Board Report Re: Article 7:227 of the Company Code with Respect to the

Guarantees in Item 8.4

8.3

Mgmt Against For Approve Guarantee to Acquire Shares under Stock Option Plan

8.4

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





Ticker: GBLB


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Extraordinary Shareholders' Meeting Agenda Mgmt

Mgmt For For Approve Cancellation of Own Shares 1.1

Mgmt Against For Elect Co-optation of Alexandra Soto as Director 2.1

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Also, executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.


Voter Rationale: The proposed remuneration policy does not provide clear and comprehensive disclosure on the applicable performance metrics under the STI and the cash-based LTI, in deviation of the Belgian Companies Code implementing SRD II. In addition, the proposed updated LTI would partially (50 percent) remove the conditionality to specific performance criteria and would mean time-vesting only for half of the LTI grant.



3

Gs Funds - Europe Core Equity Portfolio



Ticker: 36959


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Audited Financial Statements and Statutory Reports

Mgmt For For


Page 125 of 303

Gs Funds - Europe Core Equity Portfolio Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Re-Elect Jonathan Beinner as Director 4.1

Mgmt For For Re-Elect Glenn Thorpe as Director 4.2

Mgmt For For Re-Elect Katherine (Kaysie) Uniacke as Director 4.3

Mgmt For For Re-Elect Grainne Alexander as Director 4.4

Mgmt For For Re-Elect Frank Ennis as Director 4.5


4.6



Gs Funds - Global Core Equity Portfolio



Ticker: C8YY1V.F

Primary ISIN: LU0203365449 Primary SEDOL: B039218

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For









4.6



Gs Funds - Global Small Cap Core Equity Portfolio



Ticker: G2KXG5.F

Primary ISIN: LU0245330005 Primary SEDOL: 4H3T117

Page 126 of 303

Gs Funds - Global Small Cap Core Equity Portfolio

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For









4.6



Hannover Rueck SE



Ticker: HNR1


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt


2


3


4


Mgmt For For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds with Partial Exclusion of Preemptive Rights up to Aggregate Nominal Amount of EUR 2 Billion; Approve Creation of EUR 24.1 Million Pool of Capital to Guarantee Conversion Rights

5

Mgmt For For Approve Creation of EUR 24.1 Million Pool of Capital with Partial Exclusion of Preemptive

Rights

6

Page 127 of 303

Hannover Rueck SE Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve Creation of EUR 1 Million Pool of Capital for Employee Stock Purchase Plan

7


Voter Rationale: Remuneration committee should not allow vesting of incentive awards for below median performance. Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.


HeidelbergCement AG



Ticker: HEI


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt


2

Mgmt For For Approve Discharge of Management Board Member Bernd Scheifele for Fiscal Year 2020

3.1

Mgmt For For Approve Discharge of Management Board Member Dominik von Achten for Fiscal Year 2020

3.2

Mgmt For For Approve Discharge of Management Board Member Lorenz Naeger for Fiscal Year 2020

3.3

Mgmt For For Approve Discharge of Management Board Member Kevin Gluskie for Fiscal Year 2020

3.4

Mgmt For For Approve Discharge of Management Board Member Hakan Gurdal for Fiscal Year 2020

3.5

Mgmt For For Approve Discharge of Management Board Member Ernest Jelito for Fiscal Year 2020

3.6

Mgmt For For Approve Discharge of Management Board Member Jon Morrish for Fiscal Year 2020

3.7

Mgmt For For Approve Discharge of Management Board Member Christopher Ward for Fiscal Year 2020

3.8

Mgmt For For Approve Discharge of Supervisory Board Member Fritz-Juergen Heckmann for Fiscal Year 2020

4.1

Mgmt For For Approve Discharge of Supervisory Board Member Heinz Schmitt for Fiscal Year 2020

4.2

Mgmt For For Approve Discharge of Supervisory Board Member Barbara Breuninger for Fiscal Year 2020

4.3

Page 128 of 303

HeidelbergCement AG Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve Discharge of Supervisory Board Member Birgit Jochens for Fiscal Year 2020

4.4

Mgmt For For Approve Discharge of Supervisory Board Member Ludwig Merckle for Fiscal Year 2020

4.5

Mgmt For For Approve Discharge of Supervisory Board Member Tobias Merckle for Fiscal Year 2020

4.6

Mgmt For For Approve Discharge of Supervisory Board Member Luka Mucic for Fiscal Year 2020

4.7

Mgmt For For Approve Discharge of Supervisory Board Member Ines Ploss for Fiscal Year 2020

4.8

Mgmt For For Approve Discharge of Supervisory Board Member Peter Riedel for Fiscal Year 2020

4.9

Mgmt For For Approve Discharge of Supervisory Board Member Werner Schraeder for Fiscal Year 2020

4.10

Mgmt For For Approve Discharge of Supervisory Board Member Margret Suckale for Fiscal Year 2020

4.11

Mgmt For For Approve Discharge of Supervisory Board Member Marion Weissenberger-Eibl for Fiscal

Year 2020

4.12


5


Shares

6



Mgmt For For Amend Articles Re: Proof of Entitlement 9

Mgmt For For Amend Articles Re: Dividend in Kind 10


11

Mgmt For For Amend Affiliation Agreement with HeidelbergCement International Holding GmbH

12

Heineken Holding NV



Ticker: HEIO

Primary ISIN: NL0000008977 Primary SEDOL: B0CCH46

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Receive Board Report (Non-Voting) 1

Page 129 of 303

Heineken Holding NV Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Adopt Financial Statements 3



4



6.a


6.b


6.c

Mgmt Against For Reelect M. Das as Non-Executive Director 7.a

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Moreover, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt Against For Reelect Alexander de Carvalho as

Non-Executive Director 7.b



Heineken NV



Ticker: HEIA


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Receive Report of Management Board

(Non-Voting) 1.a


Voter Rationale: We note that the company is not paying out 2020 bonuses as a result of the Covid19 pandemic and upon request of executives to forfeit 2020 bonus payout. However, have some concerns regarding the level of severance pay former CEO Van Boxmeer received, which is in deviation of the current Dutch corporate governance code. Although this agreement was in place prior to the existence of the first Dutch corporate governance code, the company could have take steps to alight termination arrangements.

Mgmt For For Adopt Financial Statements 1.c

Mgmt Receive Explanation on Company's Dividend

Policy 1.d

Mgmt For For Approve Dividends of EUR 0.70 Per Share 1.e

Page 130 of 303

Heineken NV Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve Discharge of Management Board 1.f

Mgmt For For Approve Discharge of Supervisory Board 1.g


2.a


2.b

Mgmt For For Authorize Board to Exclude Preemptive Rights from Share Issuances under Item 2.b

2.c

Mgmt For For Elect Harold van den Broek to Management Board

3

Mgmt Against For Reelect Maarten Das to Supervisory Board 4.a

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

Mgmt For For Elect Nitin Paranjpe to Supervisory Board 4.b

Mgmt For For Ratify Deloitte Accountants B.V as Auditors 5

HelloFresh SE



Ticker: HFG

Primary ISIN: DE000A161408 Primary SEDOL: BYWH8S0

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt


2


3


4


5

Mgmt For For Reelect John Rittenhouse to the Supervisory Board

6.1

Mgmt For For Reelect Ursula Radeke-Pietsch to the Supervisory Board

6.2

Mgmt For For Reelect Derek Zissman to the Supervisory Board

6.3

Mgmt For For Reelect Susanne Schroeter-Crossan to the Supervisory Board

6.4

Mgmt For For Reelect Stefan Smalla to the Supervisory Board 6.5

Mgmt For For Amend Corporate Purpose 7

Page 131 of 303

HelloFresh SE Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Voter Rationale: The proposed remuneration policy contains significant scope for discretionary payments via special bonuses. Such payments represent a serious breach of good remuneration practices and falls short of market best practice standards. Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.


Mgmt For For Approve Creation of EUR 13.6 Million Pool of Capital without Preemptive Rights

10

Mgmt For For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 1 Billion; Approve Creation of EUR 17.4 Million Pool of Capital to Guarantee

Conversion Rights

11


12

Henkel AG & Co. KGaA



Ticker: HEN


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Approve Allocation of Income and Dividends of EUR 1.83 per Ordinary Share and EUR 1.85 per Preferred Share

2


3


4

Mgmt For For Approve Discharge of Shareholders' Committee for Fiscal Year 2020

5


6

Mgmt For For Elect James Rowan to the Shareholders' Committee

7


Page 132 of 303

Henkel AG & Co. KGaA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Moreover, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.

Mgmt For For Amend Articles Re: Remuneration of Supervisory Board and Shareholders' Committee

9

Mgmt For For Approve Remuneration of Supervisory Board and Shareholders' Committee

10

Mgmt For For Amend Articles Re: Electronic Participation in the General Meeting

11

Hermes International SCA



Ticker: RMS


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1


2

Mgmt For For Approve Discharge of General Managers 3


4


5



6


Mgmt Against For Approve Compensation of Corporate Officers 7


Mgmt Against For Approve Compensation of Axel Dumas, General Manager

8


Page 133 of 303

Hermes International SCA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Approve Compensation of Emile Hermes SARL, General Manager

9


Mgmt For For Approve Compensation of Eric de Seynes, Chairman of the Supervisory Board

10

Mgmt Against For Approve Remuneration Policy of General Managers

11


Mgmt For For Approve Remuneration Policy of Supervisory

Board Members 12

Mgmt Against For Reelect Matthieu Dumas as Supervisory Board

Member 13


Mgmt Against For Reelect Blaise Guerrand as Supervisory Board

Member 14


Mgmt Against For Reelect Olympia Guerrand as Supervisory

Board Member 15


Mgmt For For Reelect Alexandre Viros as Supervisory Board Member

16



17

Mgmt For For Authorize Capitalization of Reserves of up to 40 Percent of Issued Capital for Bonus Issue or

Increase in Par Value

18

Mgmt Against For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to 40

Percent of Issued Capital

19


Mgmt Against For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to 40


20



21


Page 134 of 303

Hermes International SCA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities up to 20 Percent of Issued Capital

Per Year for Private Placements

22



23


Mgmt Against For Delegate Powers to the Management Board to

Implement Spin-Off Agreements 24

Voter Rationale: These delegations are not in shareholders' interests.

Mgmt Against For Delegate Powers to the Management Board to Issue Shares in Connection with Item 24

Above

25

Voter Rationale: These delegations are not in shareholders' interests.

Mgmt For For Amend Articles of Bylaws Re. Change of

Corporate Form of Emile Hermes SARL 26


Formalities 27

Hochtief AG



Ticker: HOT


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction






Fiscal Year 2020 3


Fiscal Year 2020 4



5

Page 135 of 303

Hochtief AG Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Morover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Additionally, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.


Mgmt Against For Elect Pedro Jimenez to the Supervisory Board 8.1

Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. Moreover, this director is not an independent director, yet sits on a remuneration committee that is majority non-independent. The remuneration committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness. Also, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process. Additionally, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt Against For Elect Angel Altozano to the Supervisory Board 8.2

Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. Also, this director is not an independent director, yet sits on an audit committee that is majority non-independent. The audit committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness. The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.

Mgmt Against For Elect Beate Bell to the Supervisory Board 8.3


Mgmt Against For Elect Jose del Valle Perez to the Supervisory

Board 8.4

Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. Moreover, this director is not an independent director, yet sits on an audit committee that is majority non-independent. The audit committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness. Also, this director is not an independent director, yet sits on a remuneration committee that is majority non-independent. The remuneration committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness. The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process. Likewise, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Elect Francisco Sanz to the Supervisory Board 8.5


Mgmt Against For Elect Patricia Geibel-Conrad to the Supervisory Board

8.6


Page 136 of 303

Hochtief AG Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Luis Miguelsanz to the Supervisory Board 8.7

Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. Also, this director is not an independent director, yet sits on an audit committee that is majority non-independent. The audit committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness. The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.

Mgmt Against For Elect Christine Wolff to the Supervisory Board 8.8


HSBC ETFs PLC - HSBC MSCI World UCITS ETF



Ticker: HMWO

Primary ISIN: IE00B4X9L533 Primary SEDOL: B5BD198

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction






3

Iberdrola SA



Ticker: IBE

Primary ISIN: ES0144580Y14 Primary SEDOL: B288C92

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Approve Consolidated and Standalone Management Reports

2



Page 137 of 303

Iberdrola SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Amend Articles Re: Update of the Name of the Governance and Sustainability System and Incorporation of Other Technical Improvements

5

Mgmt For For Amend Article 10 to Reflect Changes in Capital 6

Mgmt For For Amend Articles Re: New Regulations Regarding Long-Term Involvement of Shareholders

7


8


Mgmt For For Amend Article 32 Re: Climate Action Plan 9

Mgmt For For Amend Articles Re: Meetings of Board of Directors and its Committees

10

Mgmt For For Amend Articles Re: Annual Financial and Non-Financial Information

11

Mgmt For For Amend Articles Re: Technical Improvements 12

Mgmt For For Amend Articles of General Meeting Regulations Re: Update of the Name of the Governance and Sustainability System and Incorporation of

Other Technical Improvements

13

Mgmt For For Amend Articles of General Meeting Regulations Re: New Regulations Regarding Long-Term Involvement of Shareholders

14


15

Voter Rationale: In-person shareholder meetings enable essential scrutiny of boards and management. Post-pandemic and once, the public health situation permits it, there should be an annual physical meeting of the shareholders, and all the directors of the company should attend.


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




Mgmt For For Reelect Juan Manuel Gonzalez Serna as

Director 20

Mgmt For For Reelect Francisco Martinez Corcoles as Director 21

Mgmt For For Ratify Appointment of and Elect Angel Jesus

Acebes Paniagua as Director 22

Mgmt For For Fix Number of Directors at 14 23

Mgmt For For Authorize Issuance of Non-Convertible Bonds/Debentures and/or Other Debt Securities up to EUR 30 Billion and Issuance of

Notes up to EUR 6 Billion

24

Page 138 of 303

Iberdrola SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


25


Mgmt For For Advisory Vote on Company's Climate Action Plan

27

Iliad



Ticker: ILD


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1


2

Mgmt For For Approve Allocation of Income and Dividends of EUR 3 per Share

3

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


4


Mgmt For For Renew Appointment of Deloitte & Associes as

Auditor 5

Mgmt For For Renew Appointment of BEAS as Alternate

Auditor 6

Mgmt For For Reelect Xavier Niel as Director 7


Mgmt Against For Reelect Bertille Burel as Director 8

Voter Rationale: We voted against given repeated low attendance at board meetings and the absence of any rationale from the company. In addition the board member participated in a decision that the company continue to carry out transactions that were rejected by the 2020 AGM.

Mgmt Against For Reelect Virginie Calmels as Director 9

Voter Rationale: We voted against the non-independent nominee given that the level of independence of the remuneration committee is below expectations. In addition the board member participated in a decision that the company continue to carry out transactions that were rejected by the 2020 AGM.

Mgmt Against For Elect Esther Gaide as Director 10


Page 139 of 303

Iliad Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


11


Mgmt For For Approve Compensation of Xavier Niel, Vice-CEO Until March 16, 2020

13

Mgmt For For Approve Compensation of Xavier Niel, Chairman of the Board Since March 16, 2020

14

Mgmt Against For Approve Compensation of Maxime Lombardini, Chairman of the Board Until March 16, 2020

15

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.

Mgmt Against For Approve Compensation of Thomas Reynaud, CEO

16

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.

Mgmt Against For Approve Compensation of Rani Assaf, Vice-CEO 17


Mgmt Against For Approve Compensation of Antoine Levavasseur,

Vice-CEO 18



the Board 19


Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Last, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt Against For Approve Remuneration Policy of Vice-CEOs 21

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Last, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Page 140 of 303


Proponent

Proposal Text

Mgmt Rec

Vote Instruction



23




24


Mgmt Against For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights Up to 20 Percent of Issued Capital

25

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

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

26


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

27

Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration. Moreover, any issuance of shares at a significant discount to the market price should be approved by shareholders prior to such issuance and not as a part of routine share issuance authorities.

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

28



29


Mgmt Against For Authorize Capital Increase of Up to EUR 2 Million for Future Exchange Offers

30



31

Page 141 of 303


Proponent

Proposal Text

Mgmt Rec

Vote Instruction


32



33

Mgmt For For Amend Article 28 of Bylaws Re: Quorum and Votes at General Meetings

34


35

Industria de Diseno Textil SA



Ticker: ITX

Primary ISIN: ES0148396007 Primary SEDOL: BP9DL90


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Standalone Financial Statements Mgmt For Do Not Vote


and Discharge of Board 2

Mgmt Do Not Vote For Approve Non-Financial Information Statement 3

Mgmt Do Not Vote For Approve Allocation of Income and Dividends 4

Mgmt Do Not Vote For Reelect Jose Arnau Sierra as Director 5

Mgmt Do Not Vote For Renew Appointment of Deloitte as Auditor 6

Mgmt Do Not Vote For Amend Article 8 Re: Representation of Shares 7.a

Mgmt Do Not Vote For Amend Articles Re: Allow Shareholder Meetings

to be Held in Virtual-Only Format 7.b

Mgmt Do Not Vote For Amend Articles Re: Board of Directors and

Board Committees 7.c

Mgmt Do Not Vote For Amend Article 36 Re: Approval of Accounts and

Distribution of Dividends 7.d

Mgmt Do Not Vote For Approve Restated Articles of Association 7.e

Mgmt Do Not Vote For Approve Restated General Meeting Regulations Re: Allow Shareholder Meetings to be Held in Virtual-Only Format

8


Page 142 of 303

Industria de Diseno Textil SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Do Not Vote For Approve Long-Term Incentive Plan 10



12


13

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Standalone Financial Statements 1


and Discharge of Board 2



Mgmt Against For Reelect Jose Arnau Sierra as Director 5



Mgmt For For Amend Article 8 Re: Representation of Shares 7.a


7.b

Mgmt For For Amend Articles Re: Board of Directors and Board Committees

7.c

Mgmt For For Amend Article 36 Re: Approval of Accounts and Distribution of Dividends

7.d

Mgmt For For Approve Restated Articles of Association 7.e

Mgmt For For Approve Restated General Meeting Regulations Re: Allow Shareholder Meetings to be Held in

Virtual-Only Format

8



Mgmt Against For Approve Long-Term Incentive Plan 10



Voter Rationale: Going forward, we expect performance outcome information under each financial KPI to be disclosed as it has been in the past.



Page 143 of 303

Industria de Diseno Textil SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


13

Infineon Technologies AG



Ticker: IFX


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Receive Financial Statements and Statutory Reports for Fiscal 2020 (Non-Voting)

Mgmt


2

Mgmt For For Approve Discharge of Management Board Member Reinhard Ploss for Fiscal 2020

3.1

Mgmt For For Approve Discharge of Management Board Member Helmut Gassel for Fiscal 2020

3.2

Mgmt For For Approve Discharge of Management Board Member Jochen Hanebeck for Fiscal 2020

3.3

Mgmt For For Approve Discharge of Management Board Member Sven Schneider for Fiscal 2020

3.4

Mgmt Against For Approve Discharge of Supervisory Board Member Wolfgang Eder for Fiscal 2020

4.1


Mgmt For For Approve Discharge of Supervisory Board Member Peter Bauer (until Feb. 20, 2020) for Fiscal 2020

4.2

Mgmt For For Approve Discharge of Supervisory Board Member Xiaoqun Clever (from Feb. 20, 2020) for Fiscal 2020

4.3

Mgmt For For Approve Discharge of Supervisory Board Member Johann Dechant for Fiscal 2020

4.4

Mgmt For For Approve Discharge of Supervisory Board Member Herbert Diess (until Feb. 20, 2020) for Fiscal 2020

4.5

Mgmt For For Approve Discharge of Supervisory Board Member Friedrich Eichiner (from Feb. 20, 2020) for Fiscal 2020

4.6

Mgmt For For Approve Discharge of Supervisory Board Member Annette Engelfried for Fiscal 2020

4.7

Mgmt For For Approve Discharge of Supervisory Board Member Peter Gruber for Fiscal 2020

4.8

Mgmt For For Approve Discharge of Supervisory Board Member Gerhard Hobbach (until Feb. 20, 2020) for Fiscal 2020

4.9

Page 144 of 303

Infineon Technologies AG Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve Discharge of Supervisory Board Member Hans-Ulrich Holdenried for Fiscal 2020

4.10

Mgmt For For Approve Discharge of Supervisory Board Member Renate Koecher (until Feb. 20, 2020)

for Fiscal 2020

4.11

Mgmt For For Approve Discharge of Supervisory Board Member Susanne Lachenmann for Fiscal 2020

4.12

Mgmt For For Approve Discharge of Supervisory Board Member Geraldine Picaud for Fiscal 2020

4.13

Mgmt For For Approve Discharge of Supervisory Board Member Manfred Puffer for Fiscal 2020

4.14

Mgmt For For Approve Discharge of Supervisory Board Member Melanie Riedl (from Feb. 20, 2020) for

Fiscal 2020

4.15

Mgmt For For Approve Discharge of Supervisory Board Member Kerstin Schulzendorf for Fiscal 2020

4.16

Mgmt Against For Approve Discharge of Supervisory Board Member Juergen Scholz for Fiscal 2020

4.17


Mgmt For For Approve Discharge of Supervisory Board Member Ulrich Spiesshofer (from Feb. 20, 2020) for Fiscal 2020

4.18

Mgmt For For Approve Discharge of Supervisory Board Member Margret Suckale (from Feb. 20, 2020) for Fiscal 2020

4.19

Mgmt For For Approve Discharge of Supervisory Board Member Eckart Suenner (until Feb. 20, 2020) for Fiscal 2020

4.20

Mgmt For For Approve Discharge of Supervisory Board Member Diana Vitale for Fiscal 2020

4.21

Mgmt Against For Ratify KPMG AG as Auditors for Fiscal 2021 5



Voter Rationale: Remuneration committee should not allow vesting of incentive awards for below median performance. Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. We also have concerns regarding the modifier under the STI and the possibility for partial vesting at below peer median performance levels under the long-term incentive plan.



Capital for Employee Stock Purchase Plan 8

Mgmt For For Amend Articles Re: Information for

Registration in the Share Register 9

Mgmt For For Amend Articles Re: Supervisory Board's Rules

of Procedure 10

Page 145 of 303

ING Groep NV



Ticker: INGA

Primary ISIN: NL0011821202 Primary SEDOL: BZ57390

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Open Meeting 1

Mgmt Receive Report of Executive Board (Non-Voting)

2A

Mgmt Receive Announcements on Sustainability 2B

Mgmt Receive Report of Supervisory Board (Non-Voting)

2C

Mgmt For For Approve Remuneration Report 2D


2E

Mgmt Receive Explanation on Profit Retention and Distribution Policy

3A

Mgmt For For Approve Dividends of EUR 0.12 Per Share 3B

Mgmt For For Approve Discharge of Executive Board 4A

Mgmt For For Approve Discharge of Supervisory Board 4B

Mgmt For For Approve Increase Maximum Ratio Between Fixed and Variable Components of

Remuneration

5

Mgmt For For Amend Articles Re: Implementation of the Dutch Management and Supervision of Legal

Entities Act

6

Mgmt For For Reelect Steven van Rijswijk to Executive Board 7A

Mgmt For For Elect Ljiljana Cortan to Executive Board 7B

Mgmt For For Reelect Hans Wijers to Supervisory Board 8A

Mgmt For For Reelect Margarete Haase to Supervisory Board 8B

Mgmt For For Elect Lodewijk Hijmans van den Bergh to Supervisory Board

8C

Mgmt For For Grant Board Authority to Issue Shares 9A

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

Restricting/Excluding Preemptive Rights

9B


10

Page 146 of 303

Intesa Sanpaolo SpA



Ticker: ISP


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1a




Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Also, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

Mgmt For For Approve Second Section of the Remuneration

Report 2b


Mgmt For For Approve Fixed-Variable Compensation Ratio 2c

Mgmt For For Approve Annual Incentive Plan 2d

Mgmt For For Amend POP Long-Term Incentive Plan 2e

Voter Rationale: We voted for in view of the upward adjustment of the performance targets.

Mgmt For For Approve Director, Officer, and Internal Auditors

Liability and Indemnity Insurance 2f

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

3a

Mgmt For For Authorize Share Repurchase Program and

Reissuance of Repurchased Shares 3b


Mgmt For For Amend Company Bylaws 1

Intesa Sanpaolo SpA



Ticker: ISP


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Approve Partial Distribution of Reserves 1

Page 147 of 303

Intesa Sanpaolo SpA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Place Tax Suspension Constraint on Part of the Share Premium Reserve

2

INVESCO Funds - Invesco Pan European Focus Equity Fund



Ticker: B18VHX.F

Primary ISIN: LU0642795305 Primary SEDOL: B3YBGV2

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Receive Auditors' Report 2





Mgmt For For Approve Discharge of Directors and Auditors 6

Mgmt For For Re-elect Peter Carroll as Director 7

Mgmt For For Re-elect Timothy Caverly as Director 8

Mgmt For For Re-elect Bernhard Langer as Director 9

Mgmt For For Re-elect Rene Marston as Director 10

Mgmt For For Re-elect Fergal Dempsey as Director 11

Mgmt For For Ratify Co-optation and Elect Andrea Mornato as Director

12


13


Ipsen SA



Ticker: IPN

Primary ISIN: FR0010259150 Primary SEDOL: B0R7JF1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Page 148 of 303

Ipsen SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


1


2


3



4

Mgmt Against For Reelect Antoine Flochel as Director 5


Mgmt For For Reelect Margaret Liu as Director 6

Mgmt For For Reelect Carol Stuckley as Director 7

Mgmt For For Ratify Appointment David Loew as Director 8

Mgmt For For Reelect David Loew as Director 9


Mgmt Against For Approve Remuneration Policy of Chairman of the Board

11

Voter Rationale: Companies should provide sufficient information on directors' fees to enable shareholders to cast an informed vote. Moreover, retirement benefits should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.

Mgmt Against For Approve Remuneration Policy of CEO and

Executive Corporate Officers 12

Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. Moreover, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Also, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Further, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Additionally, all cash or share-based awards and payments that fall outside the company's remuneration policy should require ex-ante shareholder approval.


Officers 13

Mgmt For For Approve Compensation of Marc de Garidel,


Mgmt Against For Approve Compensation of Aymeric Le Chatelier,

CEO Until 30 June 2020 15

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Lastly, companies that received high levels of dissent on remuneration-related proposals should engage with their key shareholders to understand the rationale for opposition and explain in the next annual report how the company intends to address shareholder concerns.

Page 149 of 303

Ipsen SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Approve Compensation of David Loew, CEO Since 1 July 2020

16

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Additionally, the company's remuneration policy should provide for exceptional awards on recruitment. Companies should pay no more than necessary on recruitment of executive directors and ensure that recruitment-related awards are linked to long-term performance of the company. Lastly, companies that received high levels of dissent on remuneration-related proposals should engage with their key shareholders to understand the rationale for opposition and explain in the next annual report how the company intends to address shareholder concerns.


17



18

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

19

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

20

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

21

Mgmt For For Approve Issuance of up to 10 Percent of Issued Capital Per Year for a Private Placement

22


Under Items 20 to 22

23


24






Use in Stock Option Plans 26

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


Formalities 27

Page 150 of 303

iShares II Public Limited Company - iShares Core MSCI Europe UCITS ETF



Ticker: IMEU

Primary ISIN: IE00B1YZSC51 Primary SEDOL: B2422T8

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1



3

Mgmt For For Re-elect Ros O'Shea as Director 4

Mgmt For For Re-elect Jessica Irschick as Director 5

Mgmt For For Re-elect Barry O'Dwyer as Director 6

Mgmt For For Re-elect Paul McGowan as Director 7

Mgmt Against For Re-elect Paul McNaughton as Director 8


Mgmt For For Re-elect Deirdre Somers as Director 9

Mgmt Abstain For Re-elect Teresa O'Flynn as Director 10


Mgmt For For Approve Proposed Updates to the Constitution 1

iShares II Public Limited Company - iShares Corp Bond ESG 0-3yr UCITS ETF



Ticker: SUSS

Primary ISIN: IE00BYZTVV78 Primary SEDOL: BY7RGM5


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Do Not Vote For Accept Financial Statements and Statutory

Reports 1

Mgmt Do Not Vote For Ratify Deloitte as Auditors 2


3

Page 151 of 303

iShares II Public Limited Company - iShares Corp Bond ESG 0-3yr UCITS ETF Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Do Not Vote For Re-elect Ros O'Shea as Director 4

Mgmt Do Not Vote For Re-elect Jessica Irschick as Director 5

Mgmt Do Not Vote For Re-elect Barry O'Dwyer as Director 6

Mgmt Do Not Vote For Re-elect Paul McGowan as Director 7

Mgmt Do Not Vote For Re-elect Paul McNaughton as Director 8

Mgmt Do Not Vote For Re-elect Deirdre Somers as Director 9

Mgmt Do Not Vote For Re-elect Teresa O'Flynn as Director 10


Mgmt Do Not Vote For Approve Proposed Updates to the Constitution 1

iShares III plc - iShares Core Corp Bond UCITS ETF



Ticker: IEAC

Primary ISIN: IE00B3F81R35 Primary SEDOL: B3F81R3

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1



3










Page 152 of 303

iShares III plc - iShares Euro Aggregate Bond UCITS ETF



Ticker: IEAG

Primary ISIN: IE00B3DKXQ41 Primary SEDOL: B4KRPD6

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1



3










iShares IV plc - iShares Edge MSCI Europe Quality Factor UCITS ETF



Ticker: IEFQ

Primary ISIN: IE00BQN1K562 Primary SEDOL: BQN1K45

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1



3



Page 153 of 303

iShares IV plc - iShares Edge MSCI Europe Quality Factor UCITS ETF Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction








iShares IV plc - iShares Edge MSCI USA Momentum Factor UCITS ETF



Ticker: IUMO

Primary ISIN: IE00BD1F4N50 Primary SEDOL: BD1F4N5


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1


Mgmt Do Not Vote For Authorise Board to Fix Remuneration of

Auditors 3









Page 154 of 303

iShares IV plc - iShares Edge MSCI World Momentum Factor UCITS ETF



Ticker: IWFM

Primary ISIN: IE00BP3QZ825 Primary SEDOL: BP3QZ93

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1



3










iShares IV plc - iShares Ultrashort Bond UCITS ETF



Ticker: ERNE

Primary ISIN: IE00BCRY6557 Primary SEDOL: BCRY655


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1



3


Page 155 of 303

iShares IV plc - iShares Ultrashort Bond UCITS ETF Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction








iShares plc - iShares MSCI World UCITS ETF



Ticker: IWRD

Primary ISIN: IE00B0M62Q58 Primary SEDOL: B0M62Q5


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1



Auditors 3









Page 156 of 303

iShares Public Limited Company - iShares Core S&P 500 UCITS ETF USD (Dist)



Ticker: IUSA



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Do Not Vote For Accept Financial Statements and Statutory Reports

1



3









Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Ordinary Resolutions


1



3





Page 157 of 303

iShares Public Limited Company - iShares Core S&P 500 UCITS ETF USD (Dist) Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction






iShares VI Public Limited Company - iShares Edge MSCI Europe Mini Volatility UCI



Ticker: MVEU

Primary ISIN: IE00B86MWN23 Primary SEDOL: B86MWN2

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Reports 1



Auditors 3








iShares VI Public Limited Company - iShares Edge MSCI World Minimum Volatility U



Ticker: MVOL

Primary ISIN: IE00B8FHGS14 Primary SEDOL: B8FHGS1

Page 158 of 303

iShares VI Public Limited Company - iShares Edge MSCI World Minimum Volatility U

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1



Auditors 3








iShares VII plc - iShares Core MSCI Pacific ex-Japan UCITS ETF



Ticker: CSPXJ

Primary ISIN: IE00B52MJY50 Primary SEDOL: B4ZYLW3


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Reports 1



Auditors 3





Page 159 of 303

iShares VII plc - iShares Core MSCI Pacific ex-Japan UCITS ETF Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction





iShares VII plc - iShares Core S&P 500 UCITS ETF



Ticker: CSP1

Primary ISIN: IE00B5BMR087 Primary SEDOL: B50YWZ5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1



3










Janus Henderson Fund - Janus Henderson Pan European Fund



Ticker: QGF1S2.F

Primary ISIN: LU0201075453 Primary SEDOL: B035CR2

Page 160 of 303

Janus Henderson Fund - Janus Henderson Pan European Fund

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Receive and Approve Board's and Auditor's Reports

Mgmt For For





Mgmt For For Re-Elect Kevin Adams as Director 6.a

Mgmt For For Re-Elect Les Aitkenhead as Director 6.b

Mgmt For For Re-Elect Jean-Claude Wolter as Director 6.c

Mgmt For For Re-Elect Joanna Dentskevich as Director 6.d

Mgmt For For Elect Ian Dyble as Director 6.e

Mgmt For For Elect Matteo Candolfini as Director 6.f

Mgmt For For Approve Remuneration of Director Kevin Adams

7.a

Mgmt For For Approve Remuneration of Director Les Aitkenhead

7.b

Mgmt For For Approve Remuneration of Director Jean-Claude Wolter

7.c

Mgmt For For Approve Remuneration of Director Joanna Dentskevich

7.d


8

Mgmt For For Approve Remuneration of Director Steven de Vries

9



JDE Peet's NV



Ticker: JDEP

Primary ISIN: NL0014332678 Primary SEDOL: BMC4ZZ3

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Open Meeting 1

Mgmt Receive Board Report (Non-Voting) 2.a

Page 161 of 303

JDE Peet's NV Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, equity awards to executives should be linked to stretching performance targets rather than time-based vesting requirements. Moreover, the company's remuneration policy should provide for exceptional awards on recruitment. Companies should pay no more than necessary on recruitment of executive directors and ensure that recruitment-related awards are linked to long-term performance of the company. Furthermore, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Likewise, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Lastly, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.

Mgmt For For Adopt Financial Statements 2.c



3.a

Mgmt For For Approve Dividends of EUR 0.70 Per Share 3.b

Mgmt For For Approve Discharge of Executive Directors 4.a

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



6.a

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

Pre-emptive Rights

6.b

Mgmt For For Grant Board Authority to Issue Shares Up To 40 Percent of Issued Capital in Connection with

a Rights Issue

6.c


Mgmt Discuss Voting Results 8


Jeronimo Martins SGPS SA



Ticker: JMT

Primary ISIN: PTJMT0AE0001 Primary SEDOL: B1Y1SQ7

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Individual and Consolidated Financial Statements and Statutory Reports

Mgmt For For



Page 162 of 303

Jeronimo Martins SGPS SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Appraise Management and Supervision of Company and Approve Vote of Confidence to

Corporate Bodies

3

Mgmt For For Approve Statement on Remuneration Policy 4


JPMorgan Funds - US Value Fund



Ticker: 44263


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Approve Audited Annual Report for the Fund 2


Mgmt For For Approve Remuneration of Directors for the Accounting Year Ended 30 June 2022

4

Mgmt For For Re-Elect Jacques Elvinger, Massimo Greco and Marion Mulvey as Directors for 3 Years

5


Mgmt For For Renew Appointment of PricewaterhouseCoopers as Auditor and Authorize Board to Agree on Their Terms of

Appointment

6


Just Eat Takeaway.com NV



Ticker: TKWY

Primary ISIN: NL0012015705 Primary SEDOL: BYQ7HZ6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Open Meeting 1

Mgmt Receive Report of Management Board

(Non-Voting) 2.a

Page 163 of 303

Just Eat Takeaway.com NV Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve Remuneration Report 2.b


2.c



Mgmt For For Reelect Jitse Groen to Management Board 4.a

Mgmt For For Reelect Brent Wissink to Management Board 4.b

Mgmt For For Reelect Jorg Gerbig to Management Board 4.c

Mgmt For For Reelect Matthew Maloney to Management Board

4.d

Mgmt For For Reelect Adriaan Nuhn to Supervisory Board 5.a

Mgmt For For Reelect Corinne Vigreux to Supervisory Board 5.b

Mgmt For For Reelect Ron Teerlink to Supervisory Board 5.c

Mgmt For For Reelect Gwyn Burr to Supervisory Board 5.d

Voter Rationale: Our expectation is that female directors should comprise at least 30% of the board.

Mgmt For For Reelect Jambu Palaniappan to Supervisory

Board 5.e

Mgmt For For Reelect Lloyd Frink to Supervisory Board 5.f

Voter Rationale: We will expect that executive officers at other companies hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For For Reelect David Fisher to Supervisory Board 5.g

Voter Rationale: We will expect that executive officers at other companies hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.


Mgmt For For Grant Board Authority to Issue Shares 7


8


9



KBC Group SA/NV



Ticker: KBC


Page 164 of 303

KBC Group SA/NV

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Annual/Special Meeting Mgmt

Mgmt Annual Meeting Agenda

Mgmt Receive Directors' Reports (Non-Voting) 1



3


Mgmt For For Approve Allocation of Income 5a


5b







Mgmt For For Approve Auditors' Remuneration 10

Mgmt For For Elect Luc Popelier as Director 11a

Mgmt Against For Elect Katelijn Callewaert as Director 11b


Mgmt Against For Elect Philippe Vlerick as Director 11c




Mgmt Receive Special Board Report Re: Article 7:154

of the Code of Companies and Associations 1

Mgmt For For Amend Articles Re: Replace Article 2,

Paragraphs 1 to 4 2

Mgmt For For Amend Articles Re: Delete Last Sentence of

Article 3, Paragraph 1 3

Mgmt For For Amend Articles Re: Delete Article 4, Paragraph

2 4

Mgmt For For Amend Articles Re: Replace Article 8,

Paragraph 3 5

Mgmt For For Amend Articles Re: Replace Article 10 6

Page 165 of 303

KBC Group SA/NV Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Amend Articles Re: Replace Article 12, Paragraphs 2 and 3

7


Mgmt For For Amend Articles Re: Add to Article 15, Last Paragraph

9

Mgmt For For Amend Articles Re: Replace Last Sentence of Article 16, Paragraph 1

10

Mgmt For For Amend Articles Re: Add to Article 16, Last Paragraph

11

Mgmt For For Amend Articles Re: Replace Article 20, Paragraphs 2 to 4

12

Mgmt For For Amend Articles Re: Replace Article 22 and Delete Last Paragraph

13

Mgmt For For Amend Articles Re: Add Sentence to Article 27, Paragraph 1

14

Mgmt For For Amend Articles Re: Complete the First Sentence of Article 27, Paragraph 2

15

Mgmt For For Amend Articles Re: Insert New Article 28bis 16

Mgmt For For Amend Articles Re: Add Sentence to Article 30 1

Mgmt For For Amend Articles Re: Delete Article 32, Paragraph 3

18

Mgmt For For Amend Articles Re: Completion of the First Sentence of Article 35

19

Mgmt For For Amend Articles Re: Textual Change and Deletion of Article 36, Paragraphs 2 to 4

20


Mgmt For For Cancellation of Repurchased Shares 22



23

Mgmt For For Authorize Implementation of Approved Resolutions

24

Mgmt For For Authorize Filing of Required Documents/Formalities at Trade Registry

25

Kering SA



Ticker: KER


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Page 166 of 303

Kering SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


1


2


3

Mgmt For For Reelect Francois-Henri Pinault as Director 4

Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.

Mgmt For For Reelect Jean-Francois Palus as Director 5


Mgmt Against For Reelect Financiere Pinault as Director 6


Mgmt For For Reelect Baudouin Prot as Director 7


Mgmt For For Approve Compensation of Francois-Henri

Pinault, Chairman and CEO 9

Mgmt For For Approve Compensation of Jean-Francois Palus,

Vice-CEO 10

Mgmt For For Approve Remuneration Policy of Executive

Corporate Officers 11


Mgmt For For Approve Remuneration Policy of Corporate

Officers 12


Aggregate Amount of EUR 1.4 Million 13







16


17


18

Page 167 of 303

Kering SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

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

19

Mgmt For For Authorize Board to Set Issue Price for 5 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights Under Items 18 and 19

20

Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 16, 18 and 19

21


22


23



24

Kering SA



Ticker: KER


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1

Kerry Group Plc



Ticker: KRZ


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Migration of the Participating Securities to Euroclear Bank's Central Securities Depository

Mgmt For For


Page 168 of 303

Kerry Group Plc Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


3

Kerry Group Plc



Ticker: KRZ


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Approve Final Dividend 2

Mgmt For For Elect Emer Gilvarry as Director 3a

Mgmt For For Elect Jinlong Wang as Director 3b

Mgmt For For Re-elect Gerry Behan as Director 4a

Mgmt For For Re-elect Dr Hugh Brady as Director 4b

Mgmt For For Re-elect Gerard Culligan as Director 4c

Mgmt For For Re-elect Dr Karin Dorrepaal as Director 4d

Mgmt For For Re-elect Marguerite Larkin as Director 4e

Mgmt For For Re-elect Tom Moran as Director 4f

Mgmt For For Re-elect Con Murphy as Director 4g

Mgmt For For Re-elect Christopher Rogers as Director 4h

Mgmt For For Re-elect Edmond Scanlon as Director 4i

Mgmt For For Re-elect Philip Toomey as Director 4j

Voter Rationale: A vote FOR this candidate is warranted as no significant concerns have been identified.


Auditors 5




Mgmt For For Authorise Issue of Equity without Pre-emptive

Rights 9

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

10

Mgmt For For Authorise Market Purchase of A Ordinary

Shares 11

Mgmt For For Approve Long Term Incentive Plan 12

Page 169 of 303

Kesko Oyj



Ticker: KESKOB


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Open Meeting Mgmt



3



Mgmt Receive CEO's Review 6


7


8


9




Mgmt For For Approve Remuneration of Directors in the Amount of EUR 102,000 for Chairman; EUR 63,000 for Vice Chairman, and EUR 47,500 for Other Directors; Approve Meeting Fees;

Approve Remuneration for Committee Work

12

Mgmt For For Fix Number of Directors at Seven 13

Mgmt Against For Reelect Esa Kiiskinen, Peter Fagernas, Jennica Fagerholm, Piia Karhu and Toni Pokela as Directors; Elect Timo Ritakallio and Jussi Perala as New Directors

14

Voter Rationale: The Company should put in place a policy to increase gender diversity on the board. Our expectation is that female directors should comprise at least 30% of the board. Moreover, the board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance. Also, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.



Mgmt For For Approve Issuance of up to 40 Million Class B Shares without Preemptive Rights

17

Mgmt For For Approve Charitable Donations of up to EUR 300,000

18


Page 170 of 303

Kingspan Group Plc



Ticker: KRX


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For



3

Kingspan Group Plc



Ticker: KRX


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For


Mgmt Abstain For Re-elect Gene Murtagh as Director 3a

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

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

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

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

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

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

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

Mgmt For For Re-elect Anne Heraty as Director 3i


4


Mgmt For For Approve Increase in the Limit for Non-executive Directors' Fees

6



8

Page 171 of 303

Kingspan Group Plc Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

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

Other Capital Investment

9

Mgmt For For Authorise Market Purchase of Shares 10

Mgmt For For Authorise Reissuance of Treasury Shares 11

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

12

KION GROUP AG



Ticker: KGX

Primary ISIN: DE000KGX8881 Primary SEDOL: BB22L96

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt


2


3


4



5



Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.



8

Mgmt For For Amend Articles Re: AGM Convocation; Participation and Voting Rights; Proof of Entitlement

9

Page 172 of 303

Klepierre SA



Ticker: LI


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1


2

Mgmt For For Approve Treatment of Losses 3

Mgmt For For Approve Payment of EUR 1 per Share by Distribution of Equity Premiums

4



5

Mgmt For For Reelect David Simon as Supervisory Board Member

6


Mgmt For For Reelect John Carrafiell as Supervisory Board Member

7

Mgmt For For Reelect Steven Fivel as Supervisory Board Member

8

Mgmt For For Reelect Robert Fowlds as Supervisory Board Member

9

Mgmt For For Approve Remuneration Policy of Chairman and Supervisory Board Members

10

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

11

Voter Rationale: Remuneration committee should not allow vesting of incentive awards for below median performance. Moreover, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt Against For Approve Remuneration Policy of Management Board Members

12

Voter Rationale: Remuneration committee should not allow vesting of incentive awards for below median performance. Moreover, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.


Officers 13

Mgmt For For Approve Compensation of Chairman of the Supervisory Board

14

Page 173 of 303

Klepierre SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve Compensation of Chairman of the Management Board

15

Voter Rationale: Votes FOR these remuneration reports are warranted because they do not raise any significant concern.

Mgmt For For Approve Compensation of CFO, Management

Board Member 16


Mgmt For For Approve Compensation of COO, Management

Board Member 17



18



19

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


20



21

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


22

Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 20 to 22

23


24


Par Value

25

Mgmt For For Set Total Limit for Capital Increase to Result from Issuance Requests Under Items 20 to 25

at EUR 120 Million

26


27

Knorr-Bremse AG



Ticker: KBX

Primary ISIN: DE000KBX1006 Primary SEDOL: BD2P9X9

Page 174 of 303

Knorr-Bremse AG

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt


2


3


4



5

Mgmt Against For Elect Klaus Mangold to the Supervisory Board 6.1


Mgmt Against For Elect Kathrin Dahnke to the Supervisory Board 6.2


Mgmt Against For Elect Thomas Enders to the Supervisory Board 6.3


Mgmt Against For Elect Stefan Sommer to the Supervisory Board 6.4


Mgmt Against For Elect Julia Thiele-Schuerhoff to the Supervisory

Board 6.5


Mgmt Against For Elect Theodor Weimer to the Supervisory Board

6.6

Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.


Voter Rationale: Remuneration committee should not allow vesting of incentive awards for below median performance. Also, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Furthermore, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.

Mgmt For For Approve US-Employee Share Purchase Plan 8

Page 175 of 303

Kone Oyj



Ticker: KNEBV

Primary ISIN: FI0009013403 Primary SEDOL: B09M9D2

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Open Meeting Mgmt


Mgmt For For Designate Inspector or Shareholder Representative(s) of Minutes of Meeting

3

Mgmt For For Acknowledge Proper Convening of Meeting 4

Mgmt For For Prepare and Approve List of Shareholders 5


6


7

Mgmt For For Approve Allocation of Income and Dividends of EUR 1.7475 per Class A Share and EUR 1.75 per Class B Share; Approve Extra Dividends of EUR 0.4975 per Class A Share and EUR 0.50

per Class B Share

8




Mgmt Against For Approve Remuneration of Directors in the Amount of EUR 220,000 for Chairman, EUR 125,000 for Vice Chairman, and EUR 110,000 for Other Directors

11

Voter Rationale: The proposed director fees are increased excessively without rationale and deviate significantly from comparable domestic peers.

Mgmt For For Fix Number of Directors at Eight 12

Mgmt Against For Reelect Matti Alahuhta, Susan Duinhoven, Antti Herlin, Iiris Herlin, Jussi Herlin, Ravi Kant and Juhani Kaskeala as Directors; Elect Jennifer Xin-Zhe Li as New Director

13

Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board. Additionally, the audit committee should be fully independent from the company and majority independent from its major shareholder(s). Moreover, in the context of increasingly complex international accounting standards, the audit committee benefits from members who have a good and recent understanding of the accounting rules and of the audit process.


Mgmt For For Elect One Auditor for the Term Ending on the Conclusion of AGM 2020

15



Mgmt For For Approve Issuance of Shares and Options


Page 176 of 303

Kone Oyj Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Koninklijke Ahold Delhaize NV



Ticker: AD

Primary ISIN: NL0011794037 Primary SEDOL: BD0Q398

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Open Meeting 1


2


3




Voter Rationale: In future, we will expect full disclosure on the performance achievement relative to the pre-set targets on a number of metrics under the STI and LTI (Although the relative TSR metric is transparent, the ROC performance relative to the pre-set targets remains unknown).



Mgmt For For Elect Jan Zijderveld to Supervisory Board 9

Mgmt For For Elect Bala Subramanian to Supervisory Board 10

Mgmt For For Ratify PricewaterhouseCoopers Accountants N.V as Auditors

11


12


13

Mgmt For For Authorize Board to Acquire Common Shares 14

Mgmt For For Approve Cancellation of Repurchased Shares 15


Koninklijke DSM NV



Ticker: DSM

Primary ISIN: NL0000009827 Primary SEDOL: B0HZL93

Page 177 of 303

Koninklijke DSM NV

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Open Meeting 1



3


Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Moreover, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.


5


6.a




Mgmt For For Reelect Dimitri de Vreeze to Management Board

8

Mgmt For For Reelect Frits van Paasschen to Supervisory Board

9.a

Mgmt For For Reelect John Ramsay to Supervisory Board 9.b

Mgmt Against For Elect Carla Mahieu to Supervisory Board 9.c


Mgmt For For Elect Corien M. Wortmann-Kool to Supervisory Board

9.d

Mgmt For For Ratify KPMG Accountants N.V as Auditors 10


Pre-emptive Rights

11.a

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

a Rights Issue

11.b


12

Mgmt For For Approve Reduction in Share Capital through Cancellation of Shares

13


Mgmt Discuss Voting Results 15


Page 178 of 303

Koninklijke Philips NV



Ticker: PHIA


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt President's Speech 1


2.a


2.b



Mgmt Against For Approve Remuneration Report 2.d


Mgmt For For Approve Discharge of Management Board 2.e

Mgmt For For Approve Discharge of Supervisory Board 2.f

Mgmt For For Reelect Marnix van Ginneken to Management

Board 3

Mgmt For For Elect Chua Sock Koong to Supervisory Board 4.a

Mgmt For For Elect Indra Nooyi to Supervisory Board 4.b

Mgmt For For Grant Board Authority to Issue Shares 5.a

Mgmt For For Authorize Board to Exclude Preemptive Rights

from Share Issuances 5.b





La Francaise des Jeux SA



Ticker: FDJ

Primary ISIN: FR0013451333 Primary SEDOL: BG0SC10

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Approve Financial Statements and Discharge

Directors 1

Page 179 of 303

La Francaise des Jeux SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


2


3



4

Mgmt For For Ratify Appointment of Francoise Gri as Director 5

Mgmt For For Renew Appointment of Deloitte & Associes as Auditor

6


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

7


8

Mgmt For For Approve Compensation of Stephane Pallez, Chairman and CEO

9

Mgmt For For Approve Compensation of Charles Lantieri, Vice-CEO

10


11

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Futheremore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Lastly, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.

Mgmt Against For Authorize Repurchase of Up to 10 Percent of




Mgmt For For Amend Article 16 of Bylaws Re: Written

Consultation 13

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

14

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

15

Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for Qualified Investors, up to 10 Percent of Issued Capital

16


17


Above

18

Mgmt For For Authorize Capitalization of Reserves for Bonus

Issue or Increase in Par Value 19

Page 180 of 303

La Francaise des Jeux SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


20

Mgmt For For Authorize Capital Increase of up to 10 Percent of Issued Capital for Future Exchange Offers

21


22



23



24

LANXESS AG



Ticker: LXS

Primary ISIN: DE0005470405 Primary SEDOL: B05M8B7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt


2


3


4


Mgmt For For Ratify PricewaterhouseCoopers GmbH as

Auditors for Fiscal Year 2021 5.1


Mgmt For For Ratify PricewaterhouseCoopers GmbH as Auditors for Half-Year and Quarterly Reports 2021

5.2



Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.

Page 181 of 303

LANXESS AG Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


LEG Immobilien AG



Ticker: LEG

Primary ISIN: DE000LEG1110 Primary SEDOL: B9G6L89

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt


2


3


4



5


Mgmt For For Elect Sylvia Eichelberg to the Supervisory

Board 6


Legrand SA



Ticker: LR

Primary ISIN: FR0010307819 Primary SEDOL: B11ZRK9

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1





Page 182 of 303

Legrand SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


4

Mgmt For For Approve Compensation of Gilles Schnepp, Chairman of the Board Until 30 June 2020

5

Mgmt For For Approve Compensation of Angeles Garcia-Poveda, Chairman of the Board Since 1

July 2020

6

Mgmt For For Approve Compensation of Benoit Coquart, CEO 7

Voter Rationale: Also, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Likewise, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.


8


Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Likewise, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.

Mgmt For For Approve Remuneration Policy of Board

Members 10

Mgmt For For Reelect Annalisa Loustau Elia as Director 11

Mgmt For For Elect Jean-Marc Chery as Director 12






Mgmt For For Authorize up to 1.5 Percent of Issued Capital


Voter Rationale: The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Likewise, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.

Mgmt For For Amend Article 12.4 of Bylaws Re: Vote

Instructions 16



Formalities 17

L'Oreal SA



Ticker: OR


Page 183 of 303

L'Oreal SA

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1


2

Mgmt For For Approve Allocation of Income and Dividends of EUR 4 per Share and an Extra of EUR 0.40 per

Share to Long Term Registered Shares

3

Mgmt For For Elect Nicolas Hieronimus as Director 4

Mgmt For For Elect Alexandre Ricard as Director 5

Mgmt For For Reelect Francoise Bettencourt Meyers as Director

6

Mgmt For For Reelect Paul Bulcke as Director 7

Mgmt Against For Reelect Virginie Morgon as Director 8



9

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

10



Mgmt Against For Approve Remuneration Policy of Jean-Paul Agon, Chairman and CEO Until April 30, 2021

12

Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Also, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt Against For Approve Remuneration Policy of Nicolas Hieronimus, CEO Since May 1, 2021

13

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Moreover, any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations. In addition, if granted, payments to former executives should be subject to appropriate performance targets and triggering events that are in line with market best practice. Consequently, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Also, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Lastly, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.

Page 184 of 303

L'Oreal SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Approve Remuneration Policy of Jean-Paul Agon, Chairman of the Board Since May 1,

2021

14

Voter Rationale: A vote AGAINST this remuneration policy is warranted because the proposed remuneration is deemed high and exceeds market practice with no compelling rationale to support such a level of compensation for a non-executive board chairman.

Mgmt Against For Approve Amendment of Employment Contract of Nicolas Hieronimus, CEO Since May 1, 2021

15

Voter Rationale: If granted, payments to former executives should be no greater than two times base salary and should be linked to meaningful performance conditions.




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

156,764,042.40

17

Mgmt For For Authorize Capitalization of Reserves for Bonus

Issue or Increase in Par Value 18






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

21

Mgmt For For Amend Article 9.2 of Bylaws Re: Written

Consultation 22


Formalities 23

LVMH Moet Hennessy Louis Vuitton SE



Ticker: MC



Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1


2

Page 185 of 303

LVMH Moet Hennessy Louis Vuitton SE Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


3

Mgmt Do Not Vote For Approve Auditors' Special Report on Related-Party Transactions

4

Mgmt Do Not Vote For Reelect Antoine Arnault as Director 5

Mgmt Do Not Vote For Reelect Nicolas Bazire as Director 6

Mgmt Do Not Vote For Reelect Charles de Croisset as Director 7

Mgmt Do Not Vote For Reelect Yves-Thibault de Silguy as Director 8

Mgmt Do Not Vote For Appoint Olivier Lenel as Alternate Auditor 9

Mgmt Do Not Vote For Approve Amendment of Remuneration Policy of Directors Re: FY 2020

10

Mgmt Do Not Vote For Approve Amendment of Remuneration Policy of Executive Corporate Officers Re: FY 2020

11


Mgmt Do Not Vote For Approve Compensation of Bernard Arnault, Chairman and CEO

13

Mgmt Do Not Vote For Approve Compensation of Antonio Belloni, Vice-CEO

14


Mgmt Do Not Vote For Approve Remuneration Policy of Chairman and CEO

16

Mgmt Do Not Vote For Approve Remuneration Policy of Vice-CEO 17


18



19


Par Value

20



21



22

Mgmt Do Not Vote For Approve Issuance of Equity or Equity-Linked Securities for Qualified Investors, up to


23

Page 186 of 303


Proponent

Proposal Text

Mgmt Rec

Vote Instruction


24


25


26

Mgmt Do Not Vote For Authorize up to 1 Percent of Issued Capital for Use in Stock Option Plans

27


28

Mgmt Do Not Vote For Set Total Limit for Capital Increase to Result from Issuance Requests Under Items 21-26 at

EUR 20 Million

29

Mgmt Do Not Vote For Amend Article 22 of Bylaws Re: Auditors 30

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Reports 1





Mgmt Against For Approve Auditors' Special Report on


Voter Rationale: Non-executive directors should not provide consulting services to the company as this may compromise their independence and ability to hold management accountable. Moreover, shareholders should be given relevant and sufficient information to make an informed decision.

Mgmt For For Reelect Antoine Arnault as Director 5

Mgmt Against For Reelect Nicolas Bazire as Director 6

Voter Rationale: * The number of outside mandates held by Nicolas Bazire is in excess of recommended guidelines for executive directors. Therefore, his (re)election warrants a vote AGAINST (Item 6). Furthermore, the company failed to indicate how it took into account the fact that, in June 2020, he was sentenced to five years in jail — two of them suspended — and also fined €300,000 in the "Karachi affair" (court's ruling was appealed).* Votes AGAINST the (re)elections of these non-independent nominees are warranted given the lack of independence at the board level (including all board members: 41.2 percent vs 33.3 percent recommended; excluding government representatives, employee representatives, and employee shareholder representatives (if any): 46.7 percent vs 50 percent recommended) (Items 5-7).* A vote FOR the (re)election of this independent nominee is warranted in the absence of specific concerns (Item 8).

Mgmt Against For Reelect Charles de Croisset as Director 7

Voter Rationale: Companies that received high levels of dissent on remuneration-related proposals should engage with their key shareholders to understand the rationale for opposition and explain in the next annual report how the company intends to address shareholder concerns.

Mgmt For For Reelect Yves-Thibault de Silguy as Director 8

Mgmt For For Appoint Olivier Lenel as Alternate Auditor 9

Page 187 of 303


Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve Amendment of Remuneration Policy of Directors Re: FY 2020

10

Mgmt Against For Approve Amendment of Remuneration Policy of Executive Corporate Officers Re: FY 2020

11

Voter Rationale: * A vote FOR the amendment to the non-executive directors' 2020 remuneration policy is warranted as it is not deemed contentious (Item 10).* A vote AGAINST the amendment to the 2020 executive directors' remuneration policy is warranted because of the potential misalignment between performance and payout resulting from the amended LTIP structure (Item 11).

Mgmt Against For Approve Compensation of Corporate Officers 12

Voter Rationale: A vote AGAINST this remuneration report is warranted in regard of* the high level of dissent recorded at last year AGM and the lack of response from the company.* the limited perimeter used for the pay ratio.

Mgmt Against For Approve Compensation of Bernard Arnault,

Chairman and CEO 13


Mgmt Against For Approve Compensation of Antonio Belloni,

Vice-CEO 14




CEO 16

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


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


18



19


Par Value

20



21

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


22


Page 188 of 303


Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities for Qualified Investors, up to


23


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

Above

24


Mgmt Against For Authorize Capital Increase of Up to EUR 20

Million for Future Exchange Offers 25





Use in Stock Option Plans 27





Mgmt For For Set Total Limit for Capital Increase to Result from Issuance Requests Under Items 21-26 at

EUR 20 Million

29

Mgmt For For Amend Article 22 of Bylaws Re: Auditors 30




Ticker: MC



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1

Page 189 of 303


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1

Mediobanca SpA



Ticker: MB


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1.1








Report 3.2

Mgmt For For Approve Severance Payments Policy 3.3

Mgmt For For Approve 2022 Performance Share Scheme; Approve Partial Withdrawal of 2021-2025 Incentivization Scheme

3.4

Mgmt For For Approve Director, Officer, and Internal Auditors

Liability and Indemnity Insurance 4


Mgmt For For Authorize Cancellation of Treasury Shares without Reduction of Share Capital; Amend Article 4

1

Mgmt For For Approve Cancellation of Capital Authorization

Approved on October 28, 2020 2

Mgmt For For Amend Company Bylaws Re: Articles 15, 18,

and 23 3




Page 190 of 303

Merck KGaA



Ticker: MRK


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt

Mgmt For For Accept Financial Statements and Statutory Reports for Fiscal Year 2020

2

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


3

Mgmt For For Approve Discharge of Executive Board Fiscal Year 2020

4


5



6


Mgmt For For Amend Articles Re: Supervisory Board Approval

of Transactions with Related Parties 7




Mgmt For For Approve Eleven Affiliation Agreements 10

Moncler SpA



Ticker: MONC

Primary ISIN: IT0004965148 Primary SEDOL: BGLP232

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Approve Issuance of Shares for a Private Placement Reserved to Rivetex Srl, Mattia Rivetti Riccardi, Ginevra Alexandra Shapiro, Pietro Brando Shapiro, Alessandro Gilberti and

Venezio Investments Pte Ltd

1

Page 191 of 303

Moncler SpA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Amend Company Bylaws Re: Article 8, 12 and 13

2

Moncler SpA



Ticker: MONC

Primary ISIN: IT0004965148 Primary SEDOL: BGLP232

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1.1



2

Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Moreover, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.

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

3


4

Mgmt For For Fix Number of Directors 5.1

Mgmt For For Elect Director 5.2

Mgmt For For Approve Remuneration of Directors 5.3


A


Morgan Stanley Investment Funds - Global Opportunity Fund



Ticker: LK5NNX.F

Primary ISIN: LU0552385295 Primary SEDOL: B56QY82

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Receive and Approve Board's and Auditor's


Page 192 of 303

Morgan Stanley Investment Funds - Global Opportunity Fund Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


2



Mgmt For For Elect Arthur J. Lev as Director 5

Mgmt For For Re-elect Andrew Mack as Director 6.1

Mgmt For For Re-elect Susanne van Dootingh as Director 6.2

Mgmt For For Re-elect Diane Hosie as Director 6.3

Mgmt For For Re-elect William Jones as Director 6.4

Mgmt For For Re-elect Henry Kelly as Director 6.5

Mgmt For For Re-elect Zoe Parish as Director 6.6




8

Morgan Stanley Investment Funds - US Advantage Fund



Ticker: XTS9

Primary ISIN: LU0225737302 Primary SEDOL: B8K3K59

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


2



Mgmt For For Elect Arthur J. Lev as Director 5

Mgmt For For Re-elect Andrew Mack as Director 6.1

Mgmt For For Re-elect Susanne van Dootingh as Director 6.2

Mgmt For For Re-elect Diane Hosie as Director 6.3

Mgmt For For Re-elect William Jones as Director 6.4

Mgmt For For Re-elect Henry Kelly as Director 6.5

Mgmt For For Re-elect Zoe Parish as Director 6.6


Page 193 of 303

Morgan Stanley Investment Funds - US Advantage Fund Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



8

MTU Aero Engines AG



Ticker: MTX

Primary ISIN: DE000A0D9PT0 Primary SEDOL: B09DHL9

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt


2


3


4



5

Mgmt Against For Elect Rainer Martens to the Supervisory Board 6

Voter Rationale: For widely held companies, the supervisory board should include at least 50% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent.


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


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

9

Mgmt For For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds with Partial Exclusion of Preemptive Rights up to Aggregate Nominal Amount of EUR 600 Million; Approve Creation of EUR 2.6 Million Pool of Capital to Guarantee Conversion Rights

10

Mgmt For For Amend Articles Re: Registration Moratorium 11

Page 194 of 303

Muenchener Rueckversicherungs-Gesellschaft AG



Ticker: MUV2


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt


2


3


4


Mgmt For For Elect Carinne Knoche-Brouillon to the Supervisory Board

5


Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Moreover, remuneration committee should not allow vesting of incentive awards for below median performance.


Mgmt For For Approve Creation of EUR 117.5 Million Pool of Capital with Partial Exclusion of Preemptive

Rights

8

Mgmt For For Approve Affiliation Agreement with MR Beteiligungen 20. GmbH

9.1


9.2


9.3

Naturgy Energy Group SA



Ticker: NTGY


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Standalone Financial Statements Mgmt For For



Mgmt For For Approve Consolidated Non-Financial Information Statement

3

Page 195 of 303

Naturgy Energy Group SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt Against For Approve Remuneration Policy for FY 2021, 2022 and 2023

6

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


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

Mgmt For For Appoint KPMG Auditores as Auditor for FY

2021, 2022 and 2023 8

Mgmt Receive Amendments to Board of Directors

Regulations 9



Nemetschek SE



Ticker: NEM


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction






Fiscal Year 2020 3

Mgmt Against For Approve Discharge of Supervisory Board

Member Kurt Dobitsch for Fiscal Year 2020 4.1


Mgmt For For Approve Discharge of Supervisory Board Member Georg Nemetschek for Fiscal Year 2020

4.2


Member Ruediger Herzog for Fiscal Year 2020 4.3


Member Bill Krouch for Fiscal Year 2020 4.4


Fiscal Year 2021 5

Page 196 of 303

Nemetschek SE Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Furthermore, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.


Mgmt For For Approve Creation of EUR 11.6 Million Pool of Capital without Preemptive Rights

8

Mgmt For For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 700 Million; Approve Creation of EUR 11.6 Million Pool of Capital to

Guarantee Conversion Rights

9


Neste Corp.



Ticker: NESTE

Primary ISIN: FI0009013296 Primary SEDOL: B06YV46

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt



3



Mgmt Receive Financial Statements and Statutory Reports; Receive Board's Report; Receive Auditor's Report

6


7


8



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

Mgmt Shareholder Proposal Submitted by The Finnish

State

Page 197 of 303

Neste Corp. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

SH For None Approve Remuneration of Directors in the Amount of EUR 67,900 for Chairman, EUR 49,600 for Vice Chairman, and EUR 35,700 for Other Directors; Approve Remuneration for

Committee Work; Approve Meeting Fees

11


Mgmt For For Fix Number of Directors at Nine 12

Mgmt For For Reelect Matti Kahkonen (Chair), Sonat Burman Olsson, Nick Elmslie, Martina Floel, Jean-Baptiste Renard, Jari Rosendal, Johanna Soderstrom and Marco Wiren (Vice Chair) as

Directors; Elect John Abbott as New Director

13





Mgmt For For Amend Articles Re: Number of Directors; Auditors; Notice of General Meeting; Remuneration Policy and Report on the Agenda

of AGMs

17


Nexi SpA



Ticker: NEXI

Primary ISIN: IT0005366767 Primary SEDOL: BJ1F880

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Approve Merger by Incorporation of Nets Topco 2 Sarl into Nexi SpA

1


Mgmt Against For Approve Increase in Size of Board from 13 to 15

1.1


Mgmt Against For Elect Bo Nilsson and Stefan Goetz as Directors 1.2


Mgmt Against For Fix Board Terms for New Directors 1.3


Page 198 of 303

Nexi SpA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Approve Remuneration of New Directors 1.4


Nexi SpA



Ticker: NEXI

Primary ISIN: IT0005366767 Primary SEDOL: BJ1F880

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


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

1



2


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

3



A


Nokia Oyj



Ticker: NOKIA


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt


Mgmt Designate Inspector or Shareholder

Representative(s) of Minutes of Meeting 3


Page 199 of 303

Nokia Oyj Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



6


7





Mgmt For For Approve Remuneration of Directors in the Amount of EUR 440,000 to Chair, EUR 185,000 to Vice Chair and EUR 160,000 to Other Directors; Approve Remuneration for Committee Work; Approve Meeting Fees

11


Mgmt For For Reelect Sari Baldauf, Bruce Brown, Thomas Dannenfeldt, Jeanette Horan, Edward Kozel, Soren Skou, Carla Smits-Nusteling, and Kari

Stadigh as Directors

13

Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance. Moreover, directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.







Nomura Fds. Ireland Plc - Global Dynamic Bond Fund



Ticker: V6ZZFR.F

Primary ISIN: IE00BTL1G064 Primary SEDOL: BTL1G06

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Ratify Ernst & Young as Auditors Mgmt For Abstain

Mgmt Abstain For Authorise Board to Fix Remuneration of

Auditors 2

Page 200 of 303

Nomura Funds Ireland plc - Japan High Conviction Fund



Ticker: N/A

Primary ISIN: IE00BBT38139 Primary SEDOL: BBT3813

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Abstain For Authorise Board to Fix Remuneration of Auditors

2

Nomura Funds Ireland plc - Japan Strategic Value Fund



Ticker: D91JR1.F

Primary ISIN: IE00B3VTHJ49 Primary SEDOL: B3VTHJ4

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Abstain For Authorise Board to Fix Remuneration of Auditors

2

Nordea 1, SICAV - Emerging Market Bond Fund



Ticker: QRGVGR.F

Primary ISIN: LU0772926670 Primary SEDOL: B8972K1

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Amend Article 7 Re: Issue of Shares Mgmt For For

Mgmt For For Amend Article 9 Re: Shareholder Restrictions 2

Mgmt For For Amend Article 15 Re: Investment Restrictions 3

Mgmt For For Amend Article 18 Re: Net Asset Value 4

Nordea 1, SICAV - European Covered Bond Fund



Ticker: N135RZ.F


Page 201 of 303

Nordea 1, SICAV - European Covered Bond Fund

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Amend Article 7 Re: Issue of Shares Mgmt For For

Mgmt For For Amend Article 9 Re: Shareholder Restrictions 2

Mgmt For For Amend Article 15 Re: Investment Restrictions 3

Mgmt For For Amend Article 18 Re: Net Asset Value 4

OMV AG



Ticker: OMV


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Elect Christine Catasta as Supervisory Board Member

Mgmt For For

Orange SA



Ticker: ORA



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1


2


3



4

Mgmt Do Not Vote For Reelect Bpifrance Participations as Director 5

Mgmt Do Not Vote For Renew Appointment of KPMG as Auditor 6

Page 202 of 303

Orange SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Do Not Vote For Renew Appointment of Salustro Reydel as Alternate Auditor

7

Mgmt Do Not Vote For Appoint Deloitte as Auditor 8

Mgmt Do Not Vote For Appoint Beas as Alternate Auditor 9

Mgmt Do Not Vote For Ratify Change Location of Registered Office to 111 Quai du President Roosevelt, 92130

Issy-les-Moulineaux

10

Mgmt Do Not Vote For Approve Compensation Report 11

Mgmt Do Not Vote For Approve Compensation of Stephane Richard, Chairman and CEO

12

Mgmt Do Not Vote For Approve Compensation of Ramon Fernandez, Vice-CEO

13

Mgmt Do Not Vote For Approve Compensation of Gervais Pellissier, Vice-CEO

14

Mgmt Do Not Vote For Approve Remuneration Policy of the Chairman and CEO

15

Mgmt Do Not Vote For Approve Remuneration Policy of Vice-CEOs 16



18



Aggregate Nominal Amount of EUR 2 Billion

19

Mgmt Do Not Vote For Allow Board to Use Delegations under Item 19 Above in the Event of a Public Tender Offer

20



21


22

Mgmt Do Not Vote For Approve Issuance of Equity or Equity-Linked Securities for up to 20 Percent of Issued Capital Per Year for Private Placements, up to Aggregate Nominal Amount of EUR 1 Billion

23


24

Mgmt Do Not Vote For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 19-24

25

Page 203 of 303


Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Do Not Vote For Authorize Capital Increase of Up to EUR 1 Billion for Future Exchange Offers

26


27


28


29

Mgmt Do Not Vote For Set Total Limit for Capital Increase to Result from All Issuance Requests at EUR 3 Billion

30

Mgmt Do Not Vote For Authorize up to 0.07 Percent of Issued Capital for Use in Restricted Stock Plans Under Performance Conditions Reserved for Some Employees and Executive Corporate Officers

31


32

Mgmt Do Not Vote For Authorize Capitalization of Reserves of Up to EUR 2 Billion for Bonus Issue or Increase in

Par Value

33


34


35

Mgmt Shareholder Proposals Submitted by Fonds Commun de Placement d Entreprise Orange

Actions

SH Do Not Vote Against Amending Item 31 of Current Meeting to Align the Allocation of Free Shares to the Group Employees with that of LTIP Incentives for Executives

A

SH Do Not Vote Against Amend Article 13 of Bylaws Re: Plurality of Directorships

B

SH Access of Women to Positions of Responsibility and Equal Pay

C

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Reports 1





Page 204 of 303


Proponent

Proposal Text

Mgmt Rec

Vote Instruction



4

Mgmt Against For Reelect Bpifrance Participations as Director 5


Mgmt For For Renew Appointment of KPMG as Auditor 6

Mgmt For For Renew Appointment of Salustro Reydel as Alternate Auditor

7

Mgmt For For Appoint Deloitte as Auditor 8

Mgmt For For Appoint Beas as Alternate Auditor 9

Mgmt For For Ratify Change Location of Registered Office to 111 Quai du President Roosevelt, 92130 Issy-les-Moulineaux

10


Mgmt Against For Approve Compensation of Stephane Richard, Chairman and CEO

12

Voter Rationale: Remuneration policy allows cliff-vesting of awards, thus failing to encourage progressive performance. Higher vesting levels should be linked to scaled performance targets.

Mgmt Against For Approve Compensation of Ramon Fernandez,

Vice-CEO 13


Mgmt Against For Approve Compensation of Gervais Pellissier,

Vice-CEO 14


Mgmt Against For Approve Remuneration Policy of the Chairman

and CEO 15


Mgmt Against For Approve Remuneration Policy of Vice-CEOs 16




18




19

Mgmt Against For Allow Board to Use Delegations under Item 19 Above in the Event of a Public Tender Offer

20


Page 205 of 303


Proponent

Proposal Text

Mgmt Rec

Vote Instruction



21


22


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


23


24


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

Under Items 19-24

25


Mgmt For For Authorize Capital Increase of Up to EUR 1

Billion for Future Exchange Offers 26

Mgmt Against For Allow Board to Use Delegations under Item 26

Above in the Event of a Public Tender Offer 27




Mgmt Against For Allow Board to Use Delegations under Item 28

Above in the Event of a Public Tender Offer 29


Mgmt For For Set Total Limit for Capital Increase to Result from All Issuance Requests at EUR 3 Billion

30

Mgmt Against For Authorize up to 0.07 Percent of Issued Capital for Use in Restricted Stock Plans Under Performance Conditions Reserved for Some Employees and Executive Corporate Officers

31

Voter Rationale: Remuneration policy allows cliff-vesting of awards, thus failing to encourage progressive performance. Higher vesting levels should be linked to scaled performance targets. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.


32

Page 206 of 303


Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Authorize Capitalization of Reserves of Up to EUR 2 Billion for Bonus Issue or Increase in

Par Value

33


34


35

Mgmt Shareholder Proposals Submitted by Fonds Commun de Placement d Entreprise Orange

Actions

SH Against Against Amending Item 31 of Current Meeting to Align the Allocation of Free Shares to the Group Employees with that of LTIP Incentives for Executives

A


SH Against Against Amend Article 13 of Bylaws Re: Plurality of Directorships

B


SH Access of Women to Positions of Responsibility

and Equal Pay C

Orion Oyj



Ticker: ORNBV

Primary ISIN: FI0009014377 Primary SEDOL: B17NY40

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt







Reports 6


Reports 7

Mgmt For For Approve Allocation of Income and Dividends of EUR 1.50 Per Share; Approve Charitable Donations of up to EUR 350,000

8


Page 207 of 303

Orion Oyj Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt For For Approve Remuneration of Directors in the Amount of EUR 90,000 for Chairman, EUR 55,000 for Vice Chairman and Chairmen of the Committees, and EUR 45,000 for Other Directors; Approve Meeting Fees

11


Mgmt For For Reelect Mikael Silvennoinen (Chair), Kari Jussi Aho, Pia Kalsta, Ari Lehtoranta, Timo Maasilta, Hilpi Rautelin and Eija Ronkainen as Directors;

Elect Veli-Matti Mattila as New Director

13




Mgmt For For Approve Issuance of up to 14 Million Class B

Shares without Preemptive Rights 16


Pernod Ricard SA



Ticker: RI


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1





Mgmt For For Reelect Anne Lange as Director 4

Mgmt Against For Reelect Societe Paul Ricard as Director 5


Page 208 of 303

Pernod Ricard SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Reelect Veronica Vargas as Director 6


Mgmt For For Elect Namita Shah as Director 7

Mgmt For For Approve Compensation of Alexandre Ricard, Chairman and CEO

8


9

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

10

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Also, all cash or share-based awards and payments that fall outside the company's remuneration policy should require ex-ante shareholder approval. Further, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.





13





15


16

Voter Rationale: Votes FOR these authorizations are warranted as the proposed volumes respect the recommended guidelines of 10/50-percent of the issued capital for issuances without/with preemptive rights and no other concerns were noted.


Under Items 15, 16 and 18

17


18



Mgmt For For Authorize Capital Increase of Up to 10 Percent

of Issued Capital for Future Exchange Offers 20


21

Page 209 of 303

Pernod Ricard SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

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

Employees and Executive Corporate Officers

22


23


24


Employees of the Group's Subsidiaries

25

Mgmt For For Amend Article 7 and 33 of Bylaws to Comply with Legal Changes

26


27

Pictet - Global Environmental Opportunities



Ticker: N/A

Primary ISIN: LU0503631714 Primary SEDOL: B3Q63R0

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For



Mgmt For For Ratify Payment of Dividends for Shares with a Monthly and Semi-Annual Dividend Distribution

Policy

4


Mgmt Acknowledge Resignation of Genevieve Lincourt as Director

6.1

Mgmt For For Elect Elisabeth Odman as Director 6.2

Mgmt For For Re-elect Olivier Ginguene as Director 6.3

Mgmt For For Re-elect John Sample as Director 6.4

Mgmt For For Re-elect Jerome Wigny as Director 6.5

Mgmt For For Re-elect Tracey Mc Dermott as Director 6.6



Page 210 of 303

PIMCO Funds Global Investors Series plc - Income Fund



Ticker: WLJ3ZB.F

Primary ISIN: IE00B7KFL990 Primary SEDOL: B7KFL99

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Ratify PricewaterhouseCoopers as Auditors Mgmt For For


2

Prosus NV



Ticker: PRX

Primary ISIN: NL0013654783 Primary SEDOL: BJDS7L3

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Against For Approve Proposed Transaction 1

Voter Rationale: A vote AGAINST is warranted at this time because:* The proposed group restructuring is not considered to fully address the substantial discount to NAV the company is trading at;* Absence of concrete and comprehensive evidence that this proposal will in fact address the NAV discount or what subsequent steps will be taken to address this concern in full;* The proposal entails increased complexity and an introduction of a cross-holding structure resulting in a governance that is considered to be a poor construct for management accountability and potentially perpetuates existing issues with the creation of disparity between economic and voting control at Prosus.However, this is not without recognizing that management suggests a well-intentioned solution which in theory should benefit both sides, whereas Naspers' control over Prosus remains similar (i.e. 72 percent voting control).


Prosus NV



Ticker: PRX

Primary ISIN: NL0013654783 Primary SEDOL: BJDS7L3

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1

Page 211 of 303

Prosus NV Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Voter Rationale: Equity awards to executives should be linked to stretching performance targets rather than time-based vesting requirements. Moreover, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Further, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Additionally, long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant. Consequently, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Lastly, remuneration committee should not allow vesting of incentive awards for below median performance.


Mgmt For For Approve Dividend Distribution in Relation to the Financial Year Ending March 31, 2021

4

Mgmt For For Approve Dividend Distribution in Relation to the Financial Year Ending March 31, 2022 and Onwards

5

Mgmt For For Approve Discharge of Executive Directors 6

Mgmt For For Approve Discharge of Non-Executive Directors 7

Mgmt Against For Approve Remuneration Policy for Executive and Non-Executive Directors

8

Voter Rationale: Equity awards to executives should be linked to stretching performance targets rather than time-based vesting requirements. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Further, long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant. Additionally, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Lastly, remuneration committee should not allow vesting of incentive awards for below median performance.

Mgmt For For Elect Angelien Kemna as Non-Executive

Director 9

Mgmt For For Reelect Hendrik du Toit as Non-Executive

Director 10.1

Mgmt For For Reelect Craig Enenstein as Non-Executive

Director 10.2

Mgmt For For Reelect Nolo Letele as Non-Executive Director 10.3

Mgmt For For Reelect Roberto Oliveira de Lima as

Non-Executive Director 10.4

Mgmt For For Ratify PricewaterhouseCoopers Accountants

N.V. as Auditors 11


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

12


Mgmt For For Approve Reduction in Share Capital through

Cancellation of Shares 14


Page 212 of 303

Proximus SA



Ticker: PROX

Primary ISIN: BE0003810273 Primary SEDOL: B00D9P6

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




Mgmt Receive Information Provided by the Joint Commission

3


4


5


Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.



Mgmt For For Approve Discharge of Members of the Board of Directors

8

Mgmt For For Approve Discharge of Members of the Board of Auditors

9


Mgmt For For Reelect Pierre Demuelenaere as Independent Director

11

Mgmt For For Reelect Karel De Gucht as Director as Proposed by the Belgian State

12

Mgmt For For Elect Ibrahim Ouassari as Director as Proposed by the Belgian State

13

Mgmt Acknowledge the Appointment of Dominique Guide and Renew the Mandate of Jan Debucquoy as Members of the Board of Auditors

14


Proximus SA



Ticker: PROX

Primary ISIN: BE0003810273 Primary SEDOL: B00D9P6

Page 213 of 303

Proximus SA

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


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

1


Mgmt Against For Authorize Repurchase of Issued Share Capital 2


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


3

Prysmian SpA



Ticker: PRY

Primary ISIN: IT0004176001 Primary SEDOL: B1W4V69

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1


Mgmt For For Fix Number of Directors 3

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

Mgmt For For Fix Board Terms for Directors 4

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

Mgmt For For Slate 1 Submitted by Management 5.1

Voter Rationale: Shareholders can support only one slate. With only two slates submitted, this is a non-contentious election and candidates are not competing for the same spots on the board.


5.2


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

7

Mgmt For For Amend Employee Stock Purchase Plan 8

Page 214 of 303

Prysmian SpA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


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


10

Voter Rationale: We are concerned about decisions that could lead in future to windfall gains deriving from share-based awards granted in 2020 at a reference price of EUR 18.46 per share. We will carefully monitor that any intended discretionary adjustments to actual results under the LTIP 2020-2022 take into account the Covid-19 impact.


Mgmt For For Authorize the Convertibility of the Equity-Linked Bond; Approve Capital Increase Without Preemptive Rights to the Service the

Conversion of Bonds

1




PUMA SE



Ticker: PUM


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction






Fiscal Year 2020 3


Fiscal Year 2020 4


Mgmt For For Ratify Deloitte GmbH as Auditors for Fiscal

Year 2021 5


Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Additionally, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.

Mgmt For For Approve Creation of EUR 30 Million Pool of Capital with Partial Exclusion of Preemptive

Rights

7

Page 215 of 303

PUMA SE Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Amend 2020 Share Repurchase Authorization to Allow Reissuance of Repurchased Shares to

Members of the Management Board

8

QIAGEN NV



Ticker: QGEN

Primary ISIN: NL0012169213 Primary SEDOL: BYXS688

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1




Mgmt For For Reelect Metin Colpan to Supervisory Board 5.a

Mgmt For For Reelect Thomas Ebeling to Supervisory Board 5.b

Mgmt For For Reelect Toralf Haag to Supervisory Board 5.c

Mgmt For For Reelect Ross L. Levine to Supervisory Board 5.d

Mgmt For For Reelect Elaine Mardis to Supervisory Board 5.e

Mgmt Against For Reelect Lawrence A. Rosen to Supervisory Board

5.f


Mgmt For For Reelect Elizabeth E. Tallett to Supervisory Board

5.g

Mgmt For For Reelect Thierry Bernard to Management Board 6.a

Mgmt For For Reelect Roland Sackers to Management Board 6.b

Mgmt For For Approve Remuneration Policy for Management Board

7

Mgmt For For Approve Partial Amendment of Remuneration Policy for Supervisory Board

8.a

Mgmt For For Approve Remuneration of Supervisory Board 8.b

Mgmt For For Ratify KPMG Accountants N.V. as Auditors 9

Mgmt For For Grant Board Authority to Issue Shares 10.a


10.b

Page 216 of 303

QIAGEN NV Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Authorize Board to Exclude Preemptive Rights from Share Issuances in Connection to

Mergers, Acquisitions or Strategic Alliances

10.c


Mgmt For For Authorize Repurchase of Issued Share Capital 11

Mgmt For For Amend Articles of Association in Connection with Changes to Dutch Law

12

Quoniam Funds Selection SICAV - European Equities



Ticker: H2H70C.F

Primary ISIN: LU0374936432 Primary SEDOL: 4DHNS83


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Change Location of Registered Office to 3, rue Heienhaff, L-1736 Senningerberg Effective March 1, 2021 and Amend Article 2

Accordingly

Mgmt For Do Not Vote

Mgmt Do Not Vote For Transact Other Business (Voting) 2

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Change Location of Registered Office to 3, rue Heienhaff, L-1736 Senningerberg Effective March 1, 2021 and Amend Article 2

Accordingly

1






Ticker: H2H70C.F

Primary ISIN: LU0374936432 Primary SEDOL: 4DHNS83

Page 217 of 303



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Receive and Approve Board's Report Mgmt For Do Not Vote

Mgmt Do Not Vote For Receive and Approve Auditor's Report 2

Mgmt Do Not Vote For Approve Financial Statements 3

Mgmt Do Not Vote For Approve Allocation of Income 4

Mgmt Do Not Vote For Approve Discharge of Directors 5

Mgmt Do Not Vote For Appoint Auditor 6

Mgmt Do Not Vote For Re-elect Directors 7

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Receive and Approve Board's Report 1

Mgmt For For Receive and Approve Auditor's Report 2




Mgmt For For Appoint Auditor 6

Mgmt Against For Re-elect Directors 7

Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. Moreover, the board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.

Randstad NV



Ticker: RAND


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Open Meeting 1

Page 218 of 303

Randstad NV Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Receive Reports of Management Board and Supervisory Board (Non-Voting)

2a

Mgmt Against For Approve Remuneration Report 2b

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

Mgmt For For Adopt Financial Statements 2c


2d

Mgmt For For Approve Regular Dividends of EUR 1.62 Per Share

2e

Mgmt For For Approve Special Dividends of EUR 1.62 Per Share

2f

Mgmt For For Approve Discharge of Management Board 3a

Mgmt For For Approve Discharge of Supervisory Board 3b

Mgmt For For Amend Remuneration Policy 4

Mgmt For For Elect Sander van't Noordende to Supervisory Board

5

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

6a


6b

Mgmt For For Authorize Cancel Repurchase of Up to 10 Percent of Issued Share Capital under Item 6b

6c




Randstad NV



Ticker: RAND


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Open Meeting 1

Mgmt For For Elect Sander van 't Noordende as Member of the Executive Board

2


Page 219 of 303

Randstad NV Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Rational AG



Ticker: RAA


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt


2


3


4



5


Voter Rationale: Long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant. Also, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Furthermore, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.



Recordati SpA



Ticker: REC

Primary ISIN: IT0003828271 Primary SEDOL: B07DRZ5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Page 220 of 303

Recordati SpA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


1a

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



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


Report 2b

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


Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.






Remy Cointreau SA



Ticker: RCO


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1


2

Page 221 of 303

Remy Cointreau SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


3


4


Mgmt Against For Reelect Guylaine Saucier as Director 5

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

Mgmt For For Reelect Bruno Pavlovsky as Director 6

Mgmt For For Elect Marc Verspyck as Director 7

Mgmt For For Elect Elie Heriard Dubreuil as Director 8

Mgmt Against For Ratify Appointment of Caroline Bois as Director 9


Mgmt For For Reelect Caroline Bois as Director 10

Mgmt Against For Approve Remuneration Policy of Chairman of the Board

11



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



Officers 14

Mgmt For For Approve Compensation of Marc Heriard

Dubreuil, Chairman of the Board 15

Mgmt Against For Approve Compensation of Eric Vallat, CEO 16



Aggregate Amount of EUR 650,000 17







Use in Restricted Stock Plans 20

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

Page 222 of 303

Remy Cointreau SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Authorize up to 2 Percent of Issued Capital for Use in Stock Option Plans

21

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

Mgmt For For Authorize Capital Issuances Reserved for Employees and/or International Subsidiaries

22


23

Repsol SA



Ticker: REP


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For





5

Mgmt For For Approve Dividends Charged Against Reserves 6


7

Mgmt For For Authorize Issuance of Non-Convertible and/or Convertible Bonds, Debentures, Warrants, and Other Debt Securities up to EUR 8.4 Billion with Exclusion of Preemptive Rights up to 10 Percent of Capital

8

Mgmt For For Reelect Manuel Manrique Cecilia as Director 9

Mgmt For For Reelect Mariano Marzo Carpio as Director 10

Mgmt For For Reelect Isabel Torremocha Ferrezuelo as Director

11

Mgmt For For Reelect Luis Suarez de Lezo Mantilla as Director

12

Mgmt For For Ratify Appointment of and Elect Rene Dahan as Director

13

Mgmt For For Elect Aurora Cata Sala as Director 14

Mgmt For For Amend Articles 15

Page 223 of 303

Repsol SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Amend Articles of General Meeting Regulations 16




19

Royal KPN NV



Ticker: KPN


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Open Meeting and Announcements 1


2





5





9

Mgmt Opportunity to Make Recommendations 10

Mgmt For For Elect E.J.C. Overbeek to Supervisory Board 11

Mgmt For For Elect G.J.A. van de Aast to Supervisory Board 12

Mgmt Announce Vacancies on the Supervisory Board 13


14

Mgmt For For Approve Reduction in Share Capital through Cancellation of Shares

15


16

Page 224 of 303

Royal KPN NV Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


17



Royal Vopak NV



Ticker: VPK


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Open Meeting 1


2


Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Consequently, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.



5.a




Mgmt For For Elect Richard Hookway to Supervisory Board 8


9




Royal Vopak NV



Ticker: VPK


Page 225 of 303

Royal Vopak NV

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Open Meeting 1

Mgmt For For Elect D.J.M. Richelle as Member of the Executive Board

2



RWE AG



Ticker: RWE


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt


2


3


4


5


Mgmt For For Elect Werner Brandt to the Supervisory Board 6.1

Mgmt For For Elect Hans Buenting to the Supervisory Board 6.2

Mgmt For For Elect Ute Gerbaulet to the Supervisory Board 6.3

Mgmt For For Elect Hans-Peter Keitel to the Supervisory Board

6.4

Mgmt For For Elect Monika Kircher to the Supervisory Board 6.5

Mgmt For For Elect Guenther Schartz to the Supervisory Board

6.6

Mgmt For For Elect Erhard Schipporeit to the Supervisory Board

6.7

Mgmt For For Elect Ullrich Sierau to the Supervisory Board 6.8

Mgmt For For Elect Hauke Stars to the Supervisory Board 6.9

Page 226 of 303

RWE AG Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Helle Valentin to the Supervisory Board 6.10


Voter Rationale: Remuneration committee should not allow vesting of incentive awards for below median performance. Additionally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.



9

Mgmt For For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds with Partial Exclusion of Preemptive Rights up to Aggregate Nominal Amount of EUR 5 Billion; Approve Creation of EUR 173.1 Million Pool of

Capital to Guarantee Conversion Rights

10

Mgmt For For Amend Articles Re: By-elections to the Supervisory Board

11

Mgmt For For Amend Articles Re: Election of Chairman and Deputy Chairman of the Supervisory Board

12


Safran SA



Ticker: SAF

Primary ISIN: FR0000073272 Primary SEDOL: B058TZ6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1


2


3

Mgmt For For Approve Transaction with BNP Paribas 4

Mgmt For For Ratify Appointment of Olivier Andries as Director

5

Mgmt For For Reelect Helene Auriol Potier as Director 6

Mgmt Against For Reelect Sophie Zurquiyah as Director 7


Mgmt For For Reelect Patrick Pelata as Director 8

Page 227 of 303

Safran SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Fabienne Lecorvaisier as Director 9


Mgmt For For Approve Compensation of Ross McInnes, Chairman of the Board

10

Mgmt For For Approve Compensation of Philippe Petitcolin, CEO

11

Voter Rationale: x


12


13





16


Mgmt For For Amend Article 7,9,11 and 12 of Bylaws Re: Preferred Shares A

17



18



19


20



21

Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 18-21

22

Mgmt Against For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 8 Million, Only In the Event of a Public Tender Offer

23


Page 228 of 303

Safran SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 8 Million, Only In the Event of a Public Tender Offer

24


Mgmt Against For Authorize Capital Increase of Up to EUR 8 Million for Future Exchange Offers, Only In the Event of a Public Tender Offer

25


Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 8 Million,

Only In the Event of a Public Tender Offer

26


Mgmt Against For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 23-26, Only In the Event of a Public Tender Offer

27






29


30



31

Sampo Oyj



Ticker: SAMPO


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt


Page 229 of 303

Sampo Oyj Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


3



Mgmt Receive Financial Statements and Statutory Reports; Receive Board's Report; Receive

Auditor's Report

6


7


8




Mgmt For For Approve Remuneration of Directors in the Amount of EUR 184,000 for Chairman and EUR 95,000 for Other Directors; Approve

Remuneration for Committee Work

11


Mgmt For For Reelect Christian Clausen, Fiona Clutterbuck, Georg Ehrnrooth, Jannica Fagerholm, Johanna Lamminen, Risto Murto and Bjorn Wahlroos as Directors; Elect Markus Rauramo as New Director

13





Sanofi



Ticker: SAN



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1



Page 230 of 303

Sanofi Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Do Not Vote For Approve Treatment of Losses and Dividends of EUR 3.20 per Share

3

Mgmt Do Not Vote For Ratify Appointment of Gilles Schnepp as Director

4

Mgmt Do Not Vote For Reelect Fabienne Lecorvaisier as Director 5

Mgmt Do Not Vote For Reelect Melanie Lee as Director 6

Mgmt Do Not Vote For Elect Barbara Lavernos as Director 7


8

Mgmt Do Not Vote For Approve Compensation of Serge Weinberg, Chairman of the Board

9

Mgmt Do Not Vote For Approve Compensation of Paul Hudson, CEO 10



12



14



15



16



17



18

Mgmt Do Not Vote For Approve Issuance of Debt Securities Giving Access to New Shares of Subsidiaries and/or Debt Securities, up to Aggregate Amount of EUR 7 Billion

19


20


21


Par Value

22

Page 231 of 303


Proponent

Proposal Text

Mgmt Rec

Vote Instruction


23

Mgmt Do Not Vote For Authorize up to 5 Percent of Issued Capital for Use in Restricted Stock Plans

24

Mgmt Do Not Vote For Amend Article 13 of Bylaws Re: Written Consultation

25

Mgmt Do Not Vote For Amend Articles 14 and 17 of Bylaws Re: Board Powers and Censors

26


27

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Reports 1





Mgmt For For Ratify Appointment of Gilles Schnepp as

Director 4

Mgmt For For Reelect Fabienne Lecorvaisier as Director 5

Mgmt For For Reelect Melanie Lee as Director 6

Mgmt For For Elect Barbara Lavernos as Director 7


Officers 8

Mgmt For For Approve Compensation of Serge Weinberg,


Mgmt Against For Approve Compensation of Paul Hudson, CEO 10

Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Also, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.



12




14


Page 232 of 303


Proponent

Proposal Text

Mgmt Rec

Vote Instruction


15



16



17



18

Mgmt For For Approve Issuance of Debt Securities Giving Access to New Shares of Subsidiaries and/or Debt Securities, up to Aggregate Amount of EUR 7 Billion

19


20


21


Par Value

22


23


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

24

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

Mgmt For For Amend Article 13 of Bylaws Re: Written

Consultation 25

Mgmt For For Amend Articles 14 and 17 of Bylaws Re: Board

Powers and Censors 26


Formalities 27

SAP SE



Ticker: SAP


Page 233 of 303

SAP SE

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt


2


3


4



5


Mgmt For For Elect Qi Lu to the Supervisory Board 6.1

Mgmt For For Elect Rouven Westphal to the Supervisory Board

6.2

Mgmt For For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 10 Billion; Approve Creation of EUR 100 Million Pool of Capital to Guarantee

Conversion Rights

7

Mgmt For For Amend Corporate Purpose 8


Sartorius Stedim Biotech SA



Ticker: DIM

Primary ISIN: FR0013154002 Primary SEDOL: BYZ2QP5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Approve Financial Statements and Discharge Directors

1


2


3


4

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

Page 234 of 303

Sartorius Stedim Biotech SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


5


Mgmt Against For Approve Compensation of Joachim Kreuzburg, Chairman and CEO

7

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


8

Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. Moreover, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.

Mgmt Against For Authorize Repurchase of Up to 0.10 Percent of



Mgmt For For Reelect Anne-Marie Graffin as Director 10

Mgmt For For Reelect Susan Dexter as Director 11

Mgmt For For Renew Appointment of KPMG as Auditor 12

Mgmt For For Acknowledge End of Mandate of Salustro Reydel as Alternate Auditor and Decision to Neither Replace Nor Renew

13


Formalities 14





Formalities 16

Schneider Electric SE



Ticker: SU


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1





Page 235 of 303

Schneider Electric SE Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

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


4


5

Mgmt Against For Approve Compensation of Jean-Pascal Tricoire, Chairman and CEO

6

Voter Rationale: Remuneration committee should not allow vesting of incentive awards for below median performance.Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.Additionally, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Also, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.Furthermore, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.


7

Voter Rationale: Remuneration committee should not allow vesting of incentive awards for below median performance.Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Also, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.Likewise, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.


Mgmt For For Reelect Jean-Pascal Tricoire as Director 9

Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.Moreover, for maximum effectiveness a board should include between 5 and 15 directors.

Mgmt Against For Elect Anna Ohlsson-Leijon as Director 10


Mgmt Against Against Elect Thierry Jacquet as Representative of


Mgmt Against Against Elect Zennia Csikos as Representative of


Mgmt For For Reelect Xiaoyun Ma as Representative of


Mgmt Against Against Elect Malene Kvist Kristensen as Representative of Employee Shareholders to the Board

14





16


17

Page 236 of 303

Schneider Electric SE Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

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


18


19

Mgmt For For Authorize Capital Increase of up to 9.88 Percent of Issued Capital for Contributions in

Kind

20


Par Value

21


22



23




Mgmt For For Amend Article 13 of Bylaws Re: Editorial

Change 25


Formalities 26

Schroder International Selection Fund - Euro Corporate Bond



Ticker: ZPJS

Primary ISIN: LU0113257694 Primary SEDOL: B15HNN6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt For For Approve Financial Statements and Allocation of

Income 3



Page 237 of 303

Schroder International Selection Fund - Euro Corporate Bond Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Re-elect Ines Carla Bergareche Garcia-Minaur, Eric Bertrand, Mike Champion, Marie-Jeanne Chevremont-Lorenzini, Bernard Herman, Achim Kuessner, Richard Mountford, Hugh Mullan and

Neil Walton as Directors

6




8

Schroder International Selection Fund - US Small & Mid Cap Equity



Ticker: TRG2HM.F

Primary ISIN: LU0205193047 Primary SEDOL: B040SM3

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




3



Mgmt For For Re-elect Ines Carla Bergareche Garcia-Minaur, Eric Bertrand, Mike Champion, Marie-Jeanne Chevremont-Lorenzini, Bernard Herman, Achim Kuessner, Richard Mountford, Hugh Mullan and Neil Walton as Directors

6





Scout24 AG



Ticker: G24

Primary ISIN: DE000A12DM80 Primary SEDOL: BYT9340

Page 238 of 303

Scout24 AG

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt


2


3


4



5


Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Moreover, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.


Mgmt For For Change of Corporate Form to Societas Europaea (SE)

8


Shares

9

SEB SA



Ticker: SK


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1


2


3

Mgmt Against For Reelect Yseulys Costes as Director 4


Page 239 of 303

SEB SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Reelect PEUGEOT INVEST ASSETS as Director 5


Mgmt Against For Reelect Brigitte Forestier as Director 6


Mgmt For For Appoint Deloitte & Associes and KPMG as

Auditors 7

Mgmt Against For Approve Remuneration Policy of Executive

Corporate Officers 8

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, if granted, payments to former executives should be subject to appropriate performance targets and triggering events that are in line with market best practice. Additionally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Furthermore, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.



Officers 10

Mgmt Against For Approve Compensation of Chairman and CEO 11

Voter Rationale: Votes AGAINST these remuneration reports are warranted because:* The level of disclosure surrounding the bonus performance conditions and their achievement is limited;* The performance conditions attached to the granted LTIP are only vaguely disclosed; and* The company fails to disclose the achievement of the performance conditions attached to the LTIP that vested.

Mgmt Against For Approve Compensation of Vice-CEO 12

Voter Rationale: Votes AGAINST these remuneration reports are warranted because:* The level of disclosure surrounding the bonus performance conditions and their achievement is limited;* The performance conditions attached to the granted LTIP are only vaguely disclosed; and* The company fails to disclose the achievement of the performance conditions attached to the LTIP that vested.


13




14


Aggregate Nominal Amount of EUR 5.5 Million

15


Mgmt Against For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 5.5 Million

16


Page 240 of 303


Proponent

Proposal Text

Mgmt Rec

Vote Instruction

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

Aggregate Nominal Amount of EUR 5.5 Million

17

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

Mgmt For For Set Total Limit for Capital Increase to Result from Issuance Requests Under Items 15-17 at EUR 11 Million

18


19

Mgmt Against For Authorize up to 220,000 Shares for Use in Restricted Stock Plans with Performance Conditions Attached

20

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Additionally, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.




Mgmt Against For Amend Article 8 of Bylaws Re: Shareholding

Disclosure Thresholds 22

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



24

SEB SA



Ticker: SK


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Against For Revoke Federactive as Director 1



Formalities 2

Page 241 of 303


Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Shareholder Proposals Submitted by FEDERACTIVE, Delphine Bertrand, Pierre

Landrieu and Pascal Girardot

SH For Against Elect Pascal Girardot as Director A

Voter Rationale: A vote FOR this item is warrant, although the following concern is raised:* The level of independence at the board is deemed insufficient.The main reason for support is:* This item is only subject to the approval of item 1

SES SA



Ticker: SESG

Primary ISIN: LU0088087324 Primary SEDOL: B00ZQQ2

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Attendance List, Quorum, and Adoption of Agenda

1

Mgmt Accept Nomination of One Secretary and Two Meeting Scrutineers

2

Mgmt Receive Board's Report 3

Mgmt Receive Explanations on Main Developments During FY 2020 and the Outlook

4

Mgmt Receive Information on 2020 Financial Results 5





Mgmt For For Fix Number of Directors 10

Mgmt Against For Reelect Serge Allegrezza as B Director 11.1


Mgmt Against For Reelect Katrin Wehr-Seiter as A Director 11.2



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


Page 242 of 303

SES SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




15

Mgmt For For Approve Share Repurchase 16


Siemens AG



Ticker: SIE


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Receive Financial Statements and Statutory Reports for Fiscal 2019/20 (Non-Voting)

1


2

Mgmt For For Approve Discharge of Management Board Member Joe Kaeser for Fiscal 2019/20

3.1

Mgmt For For Approve Discharge of Management Board Member Roland Busch for Fiscal 2019/20

3.2

Mgmt For For Approve Discharge of Management Board Member Lisa Davis (until Feb. 29, 2020) for Fiscal 2019/20

3.3

Mgmt For For Approve Discharge of Management Board Member Klaus Helmrich for Fiscal 2019/20

3.4

Mgmt For For Approve Discharge of Management Board Member Janina Kugel (until Jan. 31, 2020) for Fiscal 2019/20

3.5

Mgmt For For Approve Discharge of Management Board Member Cedrik Neike for Fiscal 2019/20

3.6

Mgmt For For Approve Discharge of Management Board Member Michael Sen (until March 31, 2020) for Fiscal 2019/20

3.7

Mgmt For For Approve Discharge of Management Board Member Ralf Thomas for Fiscal 2019/20

3.8

Mgmt For For Approve Discharge of Supervisory Board Member Jim Snabe for Fiscal 2019/20

4.1

Mgmt For For Approve Discharge of Supervisory Board Member Birgit Steinborn for Fiscal 2019/20

4.2

Mgmt For For Approve Discharge of Supervisory Board Member Werner Wenning for Fiscal 2019/20

4.3

Page 243 of 303

Siemens AG Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve Discharge of Supervisory Board Member Werner Brandt for Fiscal 2019/20

4.4

Mgmt For For Approve Discharge of Supervisory Board Member Michael Diekmann for Fiscal 2019/20

4.5

Mgmt For For Approve Discharge of Supervisory Board Member Andrea Fehrmann for Fiscal 2019/20

4.6

Mgmt For For Approve Discharge of Supervisory Board Member Bettina Haller for Fiscal 2019/20

4.7

Mgmt For For Approve Discharge of Supervisory Board Member Robert Kensbock (until Sep. 25, 2020)

for Fiscal 2019/20

4.8

Mgmt For For Approve Discharge of Supervisory Board Member Harald Kern for Fiscal 2019/20

4.9

Mgmt For For Approve Discharge of Supervisory Board Member Juergen Kerner for Fiscal 2019/20

4.10

Mgmt For For Approve Discharge of Supervisory Board Member Nicola Leibinger-Kammueller for Fiscal

2019/20

4.11

Mgmt For For Approve Discharge of Supervisory Board Member Benoit Potier for Fiscal 2019/20

4.12

Mgmt For For Approve Discharge of Supervisory Board Member Hagen Reimer for Fiscal 2019/20

4.13

Mgmt For For Approve Discharge of Supervisory Board Member Norbert Reithofer for Fiscal 2019/20

4.14

Mgmt For For Approve Discharge of Supervisory Board Member Nemat Shafik for Fiscal 2019/20

4.15

Mgmt For For Approve Discharge of Supervisory Board Member Nathalie von Siemens for Fiscal

2019/20

4.16

Mgmt For For Approve Discharge of Supervisory Board Member Michael Sigmund for Fiscal 2019/20

4.17

Mgmt For For Approve Discharge of Supervisory Board Member Dorothea Simon for Fiscal 2019/20

4.18

Mgmt For For Approve Discharge of Supervisory Board Member Matthias Zachert for Fiscal 2019/20

4.19

Mgmt For For Approve Discharge of Supervisory Board Member Gunnar Zukunft for Fiscal 2019/20

4.20

Mgmt For For Ratify Ernst & Young GmbH as Auditors for Fiscal 2020/21

5


Mgmt For For Elect Grazia Vittadini to the Supervisory Board 6.1

Mgmt Against For Elect Kasper Rorsted to the Supervisory Board 6.2


Mgmt For For Reelect Jim Snabe to the Supervisory Board 6.3

Page 244 of 303

Siemens AG Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Approve Creation of EUR 90 Million Pool of Capital for Employee Stock Purchase Plan

8

Mgmt For For Amend Affiliation Agreement with Siemens Bank GmbH

9

Mgmt Shareholder Proposal Submitted by Verein von Belegschaftsaktionaeren in der Siemens AG,

e.V., Munich

SH For Against Amend Articles Re: Allow Shareholder Questions during the Virtual Meeting

10

Voter Rationale: The proposed article amendment would have a positive impact on shareholder rights.

Siemens Energy AG



Ticker: ENR

Primary ISIN: DE000ENER6Y0 Primary SEDOL: BMTVQK9

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Reports for Fiscal 2019/20 (Non-Voting) Mgmt


Fiscal 2019/20 2


Fiscal 2019/20 3


Fiscal 2020/21 4

Mgmt For For Elect Christine Bortenlaenger to the

Supervisory Board 5.1

Mgmt For For Elect Sigmar Gabriel to the Supervisory Board 5.2

Mgmt Against For Elect Joe Kaeser to the Supervisory Board 5.3

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

Mgmt For For Elect Hubert Lienhard to the Supervisory Board 5.4

Mgmt For For Elect Hildegard Mueller to the Supervisory Board

5.5

Mgmt For For Elect Laurence Mulliez to the Supervisory Board

5.6

Page 245 of 303

Siemens Energy AG Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Matthias Rebellius to the Supervisory Board

5.7

Mgmt Against For Elect Ralf Thomas to the Supervisory Board 5.8

Voter Rationale: This director is not an independent director, yet sits on an audit committee that is majority non-independent. The audit committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.

Mgmt For For Elect Geisha Williams to the Supervisory Board 5.9

Mgmt For For Elect Randy Zwirn to the Supervisory Board 5.10

Mgmt Against For Approve Remuneration Policy for the Management Board

6



Siemens Gamesa Renewable Energy SA



Ticker: SGRE

Primary ISIN: ES0143416115 Primary SEDOL: B01CP21

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt For For Approve Consolidated and Standalone

Management Reports 2




Mgmt For For Ratify Appointment of and Elect Tim

Dawidowsky as Director 6

Mgmt For For Reelect Mariel von Schumann as Director 7

Mgmt Against For Reelect Klaus Rosenfeld as Director 8


Mgmt For For Renew Appointment of Ernst & Young as

Auditor 9



Page 246 of 303

Siemens Gamesa Renewable Energy SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Approve Restricted Stock Plan 11

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


12


Voter Rationale: Companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a suffciently long period of time.Also, remuneration committee should not allow vesting of incentive awards for below median performance.

Siemens Healthineers AG



Ticker: SHL

Primary ISIN: DE000SHL1006 Primary SEDOL: BD594Y4

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports for Fiscal 2020 (Non-Voting) Mgmt



Mgmt For For Approve Discharge of Management Board

Member Bernhard Montag for Fiscal 2020 3.1


Member Jochen Schmitz for Fiscal 2020 3.2


Member Christoph Zindel for Fiscal 2020 3.3


Member Ralf Thomas for Fiscal 2020 4.1



Member Norbert Gaus for Fiscal 2020 4.2

Mgmt For For Approve Discharge of Supervisory Board Member Roland Busch (from Feb. 12, 2020) for Fiscal 2020

4.3


Member Marion Helmes for Fiscal 2020 4.4


Member Andreas Hoffmann for Fiscal 2020 4.5


Member Philipp Roesler for Fiscal 2020 4.6


Member Nathalie Von Siemens for Fiscal 2020 4.7

Page 247 of 303

Siemens Healthineers AG Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve Discharge of Supervisory Board Member Gregory Sorensen for Fiscal 2020

4.8

Mgmt For For Approve Discharge of Supervisory Board Member Karl-Heinz Streibich for Fiscal 2020

4.9

Mgmt For For Approve Discharge of Supervisory Board Member Michael Sen (until Feb. 12, 2020) for

Fiscal 2020

4.10

Mgmt For For Ratify Ernst & Young GmbH as Auditors for Fiscal 2021

5

Mgmt For For Amend Articles Re: Information for Registration in the Share Register

6

Mgmt For For Approve Increase in Size of Board to Ten Members

7

Mgmt For For Elect Peer Schatz to the Supervisory Board 8




Mgmt Against For Approve Creation of EUR 537.5 Million Pool of

Capital without Preemptive Rights 11


Mgmt For For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 6 Billion; Approve Creation of EUR 107.5 Million Pool of Capital to Guarantee Conversion Rights

12


Shares

13

Smurfit Kappa Group Plc



Ticker: SKG

Primary ISIN: IE00B1RR8406 Primary SEDOL: B1RR840

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For



3

Page 248 of 303

Smurfit Kappa Group Plc



Ticker: SKG

Primary ISIN: IE00B1RR8406 Primary SEDOL: B1RR840

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For




Mgmt For For Elect Kaisa Hietala as Director 5

Mgmt For For Re-elect Irial Finan as Director 6a

Voter Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.

Mgmt For For Re-elect Anthony Smurfit as Director 6b

Mgmt For For Re-elect Ken Bowles as Director 6c

Mgmt For For Re-elect Anne Anderson as Director 6d

Mgmt For For Re-elect Frits Beurskens as Director 6e

Mgmt For For Re-elect Carol Fairweather as Director 6f

Mgmt For For Re-elect James Lawrence as Director 6g

Mgmt For For Re-elect Dr Lourdes Melgar as Director 6h

Mgmt For For Re-elect John Moloney as Director 6i

Mgmt For For Re-elect Jorgen Rasmussen as Director 6j

Mgmt For For Re-elect Gonzalo Restrepo as Director 6k


Auditors 7


Mgmt For For Authorise Issue of Equity without Pre-emptive

Rights 9

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

10

Mgmt For For Authorise Market Purchase of Shares 11

Mgmt For For Authorise the Company to Call General Meeting

with Two Weeks' Notice 12

Mgmt For For Approve Increase in the Maximum Award Opportunity in the Rules of the 2018 Performance Share Plan

13

Page 249 of 303

SNAM SpA



Ticker: SRG


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Amend Company Bylaws Re: Article 2 1

Mgmt For For Amend Company Bylaws Re: Article 12 2

Mgmt For For Amend Company Bylaws Re: Articles 13 and 24 3

SNAM SpA



Ticker: SRG


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1








Report 4.2

Voter Rationale: Long-term incentive schemes should be based on forward-looking multi-year performance targets to ensure appropriate alignment between the interests of executives and shareholders.

Mgmt For For Approve Proposed Changes to the 2020-2022 Long Term Share Incentive Plan

5


A


Page 250 of 303

Societe Generale SA



Ticker: GLE


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1


2

Mgmt For For Approve Treatment of Losses and Dividends of EUR 0.55 per Share

3



4


5

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

6

Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.



8

Mgmt For For Approve Compensation of Lorenzo Bini Smaghi, Chairman of the Board

9

Mgmt Against For Approve Compensation of Frederic Oudea, CEO 10


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

11


Mgmt Against For Approve Compensation of Severin Cabannes,

Vice-CEO 12


Mgmt Against For Approve Compensation of Philippe Heim,

Vice-CEO 13


Mgmt Against For Approve Compensation of Diony Lebot,

Vice-CEO 14


Page 251 of 303

Societe Generale SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve the Aggregate Remuneration Granted in 2020 to Certain Senior Management,

Responsible Officers, and Risk-Takers

15

Mgmt For For Reelect William Connelly as Director 16

Mgmt For For Reelect Lubomira Rochet as Director 17

Mgmt For For Reelect Alexandra Schaapveld as Director 18

Mgmt For For Elect Henri Poupart-Lafarge as Director 19

Mgmt Against None Elect Helene Crinquant as Representative of Employee Shareholders to the Board

20

Voter Rationale: A vote for the election of Sebastien Wetter (item 21) as representative of the employee shareholders.

Mgmt For None Elect Sebastien Wetter as Representative of





Formalities 23

Sofina SA



Ticker: SOF


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Receive Directors' and Auditors' Reports

(Non-Voting) 1.1

Mgmt Receive Consolidated Financial Statements and

Statutory Reports (Non-Voting) 1.2

Mgmt For For Approve Financial Statements and Allocation of

Income 1.3

Mgmt Approve Remuneration Report Re: 2020 Financial Year and of the Remuneration Applicable to Non-Executive Directors and Members of the Executive Committee

2.1

Mgmt For For Approve Remuneration Report 2.2

Mgmt For For Approve Remuneration Policy 2.3

Mgmt For For Approve Discharge of Directors 3.1

Mgmt For For Approve Discharge of Auditors 3.2

Mgmt Against For Reelect Nicolas Boel as Director 4.1

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

Page 252 of 303

Sofina SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Reelect Laura Cioli as Independent Director 4.2

Mgmt For For Reelect Laurent de Meeus d'Argenteuil as Director

4.3

Mgmt For For Reelect Anja Langenbucher as Independent Director

4.4

Mgmt Against For Reelect Dominique Lancksweert as Director 4.5

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

Mgmt For For Reelect Catherine Soubie as Independent Director

4.6

Mgmt For For Reelect Gwill York as Independent Director 4.7


SSgA SPDR ETFs Europe I plc - SPDR BloomBarclays Euro Aggregate Bd UCITS ETF



Ticker: SYBA

Primary ISIN: IE00B41RYL63 Primary SEDOL: B3XL765

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Reports and Review the Company's Affairs Mgmt For For

Mgmt For For Ratify PricewaterhouseCoopers as Auditors and

Authorise Their Remuneration 2

Stellantis NV



Ticker: STLA

Primary ISIN: NL00150001Q9 Primary SEDOL: BMD8KX7

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Open Meeting 1

Mgmt For For Approve Faurecia Distribution 2


Page 253 of 303

Stellantis NV



Ticker: STLA

Primary ISIN: NL00150001Q9 Primary SEDOL: BMD8KX7

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Open Meeting 1


2.a


2.b

Mgmt Against For Approve Remuneration Report 2.c

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


2.d


Mgmt For For Approve Capital Distribution of EUR 0.32 per

Share 2.e

Mgmt For For Approve Discharge of Directors 2.f

Mgmt For For Ratify Ernst & Young Accountants LLP as

Auditors 3

Mgmt Against For Amend Remuneration Policy 4.a


Mgmt Against For Approve Equity Incentive Plan and Grant Board Authority to Issue Shares and Exclude Preemptive Rights in Connection with Equity Incentive Plan

4.b

Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Likewise, remuneration committee should not allow vesting of incentive awards for below median performance. Lastly, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.


5

Mgmt For For Approve Cancellation of Class B Special Voting Shares

6


STMicroelectronics NV



Ticker: STM


Page 254 of 303

STMicroelectronics NV

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1


2


Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant. Also, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Consequently, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt Against For Approve Remuneration Policy for Management Board

4

Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.


5




Mgmt For For Reelect Jean-Marc Chery to Management Board

9

Mgmt Against For Approve Grant of Unvested Stock Awards to Jean-Marc Chery as President and CEO

10

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt Against For Approve Unvested Stock Award Plan for Management and Key Employees

11

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt Against For Reelect Nicolas Dufourcq to Supervisory Board 12


Page 255 of 303

STMicroelectronics NV Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


13


Pre-emptive Rights

14

Mgmt Allow Questions 15

SUEZ SA



Ticker: SEV

Primary ISIN: FR0010613471 Primary SEDOL: B3B8D04

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1


2


3

Mgmt For For Ratify Appointment of Bertrand Meunier as Director

4

Mgmt For For Ratify Appointment of Jacques Richier as Director

5

Mgmt For For Ratify Appointment of Anthony R. Coscia as Director

6

Mgmt For For Ratify Appointment of Philippe Petitcolin as Director

7


8


9

Mgmt For For Approve Compensation of Jean-Louis Chaussade, Chairman of the Board Until May

12, 2020

10

Mgmt For For Approve Compensation of Philippe Varin, Chairman of the Board From May 12, 2020

Until December 31, 2020

11

Mgmt For For Approve Compensation of Bertrand Camus, CEO

12


13


Page 256 of 303

SUEZ SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction






Formalities 16

Symrise AG



Ticker: SY1

Primary ISIN: DE000SYM9999 Primary SEDOL: B1JB4K8

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction






Fiscal Year 2020 3


Fiscal Year 2020 4

Voter Rationale: We welcome the board's decision to shorten supervisory board terms.


5

Mgmt For For Elect Michael Koenig to the Supervisory Board 6.1

Mgmt For For Elect Ursula Buck to the Supervisory Board 6.2

Mgmt Against For Elect Bernd Hirsch to the Supervisory Board 6.3

Voter Rationale: Mr Hirsch is not an independent director, having been CFO in the past, yet sits on a audit committee that is majority non-independent. The audit committee requires full independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness. In addition, for widely held companies, the supervisory board should include at least 50% independent non-executive directors, to ensure appropriate balance of independence and objectivity.

Mgmt Abstain For Elect Horst-Otto Gerberding to the Supervisory Board

6.4

Voter Rationale: We abstained, rather than voting against because Mr Gerberding will be retiring form the board in the near future. For widely held companies, the supervisory board should include at least 50% independent non-executive directors, to ensure appropriate balance of independence and objectivity. Moreover, this director is not an independent director, yet sits on a remuneration committee that is majority non-independent. The remuneration committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.

Mgmt For For Elect Andrea Pfeifer to the Supervisory Board 6.5

Page 257 of 303

Symrise AG Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Peter Vanacker to the Supervisory Board 6.6

Mgmt Against For Amend Articles Re: Online Participation; Absentee Vote; Virtual General Meeting

7

Voter Rationale: In-person shareholder meetings enable essential scrutiny of boards and management. Post-Covid 19 pandemic, and once safe from a public health perspective, we would expect there to be physical option for the AGM, and that where possible all the directors of the company should attend.


Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Ideally, vesting periods for long-term incentive plans should be 5 years or longer, or as a minimum include an additional holding or deferral period.


T. Rowe Price Funds SICAV - US Large Cap Growth Equity Fund



Ticker: DPKDH1.F

Primary ISIN: LU0174119429 Primary SEDOL: B39LCQ4

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Financial Statements and Statutory


Mgmt For For Approve Discharge of Directors and Auditor 2

Mgmt For For Re-elect Emma Beal, Caron Carter-Ditchburn, Helen Ford, Justin T. Gerbereux, Robert Higginbotham, Scott Keller, Louise McDonald-Lenel and Alfred Brausch as Directors

3


Mgmt For For Elect Tracey McDermott as Director 4






TeamViewer AG



Ticker: TMV

Primary ISIN: DE000A2YN900 Primary SEDOL: BJ7WGS1

Page 258 of 303

TeamViewer AG

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt


2


3


4.1

Mgmt For For Ratify Ernst & Young GmbH as Auditors for Fiscal 2022 until the Next AGM

4.2




Telefonica Deutschland Holding AG



Ticker: O2D

Primary ISIN: DE000A1J5RX9 Primary SEDOL: B7VG6L8

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt


2


3


4



5.1

Mgmt For For Ratify PricewaterhouseCoopers GmbH as Auditors for the 2022 Interim Financial

Statements Until the 2022 AGM

5.2


Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.


Page 259 of 303

Telefonica Deutschland Holding AG Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Stefanie Oeschger to the Supervisory Board

8.1

Mgmt Against For Elect Ernesto Gardelliano to the Supervisory Board

8.2

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

Mgmt Against For Approve Creation of EUR 1.5 Billion Pool of Capital without Preemptive Rights

9


Telefonica SA



Ticker: TEF

Primary ISIN: ES0178430E18 Primary SEDOL: 5732524


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Approve Consolidated and Standalone Financial


Mgmt Do Not Vote For Approve Non-Financial Information Statement 1.2

Mgmt Do Not Vote For Approve Discharge of Board 1.3

Mgmt Do Not Vote For Approve Treatment of Net Loss 2

Mgmt Do Not Vote For Renew Appointment of


Mgmt Do Not Vote For Reelect Jose Maria Alvarez-Pallete Lopez as

Director 4.1

Mgmt Do Not Vote For Reelect Carmen Garcia de Andres as Director 4.2

Mgmt Do Not Vote For Reelect Ignacio Moreno Martinez as Director 4.3

Mgmt Do Not Vote For Reelect Francisco Jose Riberas Mera as

Director 4.4

Mgmt Do Not Vote For Approve Reduction in Share Capital via

Amortization of Treasury Shares 5

Mgmt Do Not Vote For Approve Scrip Dividends 6.1

Mgmt Do Not Vote For Approve Scrip Dividends 6.2

Page 260 of 303

Telefonica SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Do Not Vote For Amend Articles Re: Allow Shareholder Meetings to be Held in Virtual-Only Format

7.1

Mgmt Do Not Vote For Amend Articles Re: Possibility of Granting Proxies and Casting Votes Prior to the Meeting

by Telephone

7.2

Mgmt Do Not Vote For Amend Articles of General Meeting Regulations Re: Allow Shareholder Meetings to be Held in

Virtual-Only Format

8.1

Mgmt Do Not Vote For Amend Articles of General Meeting Regulations Re: Possibility of Granting Proxies and Casting

Votes Prior to the Meeting by Telephone

8.2


Mgmt Do Not Vote For Approve Restricted Stock Plan 10


11


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Consolidated and Standalone Financial

Statements 1.1


Mgmt For For Approve Discharge of Board 1.3




Mgmt For For Reelect Jose Maria Alvarez-Pallete Lopez as

Director 4.1

Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.

Mgmt For For Reelect Carmen Garcia de Andres as Director 4.2

Mgmt Against For Reelect Ignacio Moreno Martinez as Director 4.3

Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, the Company should put in place a policy to increase gender diversity on the board. Our expectation is that female directors should comprise at least 30% of the board.

Mgmt Against For Reelect Francisco Jose Riberas Mera as Director

4.4



5

Mgmt For For Approve Scrip Dividends 6.1

Page 261 of 303

Telefonica SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve Scrip Dividends 6.2


7.1


Mgmt For For Amend Articles Re: Possibility of Granting Proxies and Casting Votes Prior to the Meeting by Telephone

7.2


8.1


Mgmt For For Amend Articles of General Meeting Regulations Re: Possibility of Granting Proxies and Casting Votes Prior to the Meeting by Telephone

8.2


Voter Rationale: Substantial pay-outs under incentive schemes should only be available for superior performance. Reaching threshold targets may warrant vesting of only a small proportion of incentive awards. Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Also, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.

Mgmt Against For Approve Restricted Stock Plan 10

Voter Rationale: Substantial pay-outs under incentive schemes should only be available for superior performance. Reaching threshold targets may warrant vesting of only a small proportion of incentive awards.




Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Likewise, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Further, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.

Teleperformance SE



Ticker: TEP


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1


2

Page 262 of 303

Teleperformance SE Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


3



4


Mgmt Against For Approve Compensation of Daniel Julien, Chairman and CEO

6

Voter Rationale: Votes AGAINST these remuneration reports are warranted because:* The company amended targets for the bonus and the LTI given the pandemic following the guidance review but without lowering the maximum cap, which resulted in the full payout of the bonus (Items 6-7). As such, it is not possible to conclude that the executives' remuneration is aligned with the company's performance as it completely erased any Covid-19 effects.* The company awarded a full achievement for the bonus criterion related to the pandemic's management without considering any negative events occurred during FY2020 (Items 6-7);* The structure of some criteria of the bonus and LTIP raise concerns (Items 6-7);* The value of the 2020 LTIP granted appears beyond common market practices in France, and in increase compared to 2019 grant (Items 6-7); and* A significant part of the vice-CEO's cash remuneration, due under his employment contract, is not subject to shareholders' approval (Item 7).

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

7

Voter Rationale: Votes AGAINST these remuneration reports are warranted because:* The company amended targets for the bonus and the LTI given the pandemic following the guidance review but without lowering the maximum cap, which resulted in the full payout of the bonus (Items 6-7). As such, it is not possible to conclude that the executives' remuneration is aligned with the company's performance as it completely erased any Covid-19 effects.* The company awarded a full achievement for the bonus criterion related to the pandemic's management without considering any negative events occurred during FY2020 (Items 6-7);* The structure of some criteria of the bonus and LTIP raise concerns (Items 6-7);* The value of the 2020 LTIP granted appears beyond common market practices in France, and in increase compared to 2019 grant (Items 6-7); and* A significant part of the vice-CEO's cash remuneration, due under his employment contract, is not subject to shareholders' approval (Item 7).


Mgmt Against For Approve Remuneration Policy of the Chairman

and CEO 9


Mgmt Against For Approve Remuneration Policy of the Vice-CEO 10


Mgmt For For Reelect Daniel Julien as Director 11


Mgmt For For Reelect Emily Abrera as Director 12

Mgmt For For Reelect Alain Boulet as Director 13

Mgmt For For Reelect Robert Paszczak as Director 14

Mgmt For For Reelect Stephen Winningham as Director 15


16


Page 263 of 303

Teleperformance SE Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


17


Par Value

18

Mgmt For For Amend Article 21 of Bylaws Re: Transactions 19


20

TERNA Rete Elettrica Nazionale SpA



Ticker: TRN

Primary ISIN: IT0003242622 Primary SEDOL: B01BN57

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1



Mgmt For For Approve Long Term Incentive Plan 3




Voter Rationale: Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, retirement benefits should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.


5.2

Voter Rationale: Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.

Thales SA



Ticker: HO


Page 264 of 303

Thales SA

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1


2


3

Mgmt Against For Reelect French State as Director 4

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

Mgmt For For Renew Appointment Ernst & Young Audit as Auditor

5


Mgmt For For Approve Amendment of Remuneration Policy of Chairman and CEO Re: FY 2019

6

Mgmt For For Approve Amendment of Remuneration Policy of Chairman and CEO Re: FY 2020

7

Mgmt For For Approve Compensation of Patrice Caine, Chairman and CEO

8


9

Mgmt For For Approve Remuneration Policy of Chairman and CEO

10










14

Mgmt Against For Reelect Bernard Fontana as Director 15

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

Mgmt Against For Elect Delphine Geny-Stephann as Director 16


Page 265 of 303

Thales SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Anne Rigail as Director 17


Mgmt Against For Reelect Philippe Lepinay as Representative of Employee Shareholders to the Board

18


Total SE



Ticker: FP

Primary ISIN: FR0000120271 Primary SEDOL: B15C557


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Reports 1







Mgmt Do Not Vote For Approve Auditors' Special Report on Related-Party Transactions Mentioning the Absence of New Transactions

5

Mgmt Do Not Vote For Reelect Patrick Pouyanne as Director 6

Mgmt Do Not Vote For Reelect Anne-Marie Idrac as Director 7

Mgmt Do Not Vote For Elect Jacques Aschenbroich as Director 8

Mgmt Do Not Vote For Elect Glenn Hubbard as Director 9

Mgmt Do Not Vote For Approve Compensation Report of Corporate

Officers 10


Mgmt Do Not Vote For Approve Compensation of Patrick Pouyanne,

Chairman and CEO 12

Mgmt Do Not Vote For Approve Remuneration Policy of Chairman and

CEO 13

Mgmt Do Not Vote For Approve the Company's Sustainable

Development and Energy Transition 14

Page 266 of 303

Total SE Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Do Not Vote For Change Company Name to TotalEnergies SE and Amend Article 2 of Bylaws Accordingly

15


16


17

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Reports 1








5

Mgmt For For Reelect Patrick Pouyanne as Director 6


Mgmt For For Reelect Anne-Marie Idrac as Director 7

Mgmt Against For Elect Jacques Aschenbroich as Director 8


Mgmt For For Elect Glenn Hubbard as Director 9


10


Mgmt Against For Approve Compensation of Patrick Pouyanne, Chairman and CEO

12

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


13

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Likewise, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

Page 267 of 303

Total SE Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Abstain For Approve the Company's Sustainable Development and Energy Transition

14

Voter Rationale: We welcomed the company’s net zero commitments, the strong absolute reduction targets for 2030 in Europe and commitment to report to shareholders on progress against these targets. However, we abstained, rather than supporting the proposal, due to the absence of a clear pathway for global decarbonisation of its scope 3 impacts.


Mgmt For For Change Company Name to TotalEnergies SE and Amend Article 2 of Bylaws Accordingly

15


16

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Likewise, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Moreover, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.



Ubisoft Entertainment SA



Ticker: UBI

Primary ISIN: FR0000054470 Primary SEDOL: B1L3CS6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1





4


Officers 5

Mgmt For For Approve Compensation of Yves Guillemot,

Chairman and CEO 6

Voter Rationale: Although targets for the criteria related to the non-IFRS EBIT group and the net booking digital group were set under an updated guidance announced in October 2020 and the negative effects of the Covid-19 crisis were therefore partly erased, the bonus payouts related to these criteria were limited.

Mgmt For For Approve Compensation of Claude Guillemot,

Vice-CEO 7


Page 268 of 303

Ubisoft Entertainment SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve Compensation of Michel Guillemot, Vice-CEO

8


Mgmt For For Approve Compensation of Gerard Guillemot, Vice-CEO

9


Mgmt For For Approve Compensation of Christian Guillemot,

Vice-CEO 10


Mgmt For For Approve Remuneration Policy of Chairman and

CEO 11

Voter Rationale: The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.Moreover, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt For For Approve Remuneration Policy of Vice-CEOs 12

Voter Rationale: The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.Moreover, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.


Mgmt For For Ratify Appointment of Belen Essioux-Trujillo as Director

14

Mgmt For For Reelect Laurence Hubert-Moy as Director 15

Mgmt For For Reelect Didier Crespel as Director 16

Mgmt For For Reelect Claude Guillemot as Director 17


Mgmt For For Reelect Michel Guillemot as Director 18


Mgmt For For Reelect Christian Guillemot as Director 19


Mgmt For For Ratify Change Location of Registered Office to 2 rue Chene Heleuc, 56910 Carentoir and Amend Article 2 of Bylaws Accordingly

20



Page 269 of 303

Ubisoft Entertainment SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



22


23

Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans Reserved for Employees and/or Corporate Officers of International Subsidiaries

24

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

Specific Beneficiaries

25

Mgmt For For Authorize up to 2 Percent of Issued Capital for Use in Restricted Stock Plans

26


Mgmt For For Authorize up to 0.10 Percent of Issued Capital for Use in Restricted Stock Plans Reserved for Executive Corporate Officers

27



Formalities 28

UCB SA



Ticker: UCB


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Ordinary Part



Mgmt Receive Consolidated Financial Statements and

Statutory Reports (Non-Voting) 3

Mgmt For For Approve Financial Statements, Allocation of

Income, and Dividends of EUR 1.27 per Share 4

Page 270 of 303

UCB SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Moreover, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.





Mgmt For For Elect Stefan Oschmann as Director 9.1.A

Mgmt For For Indicate Stefan Oschmann as Independent

Director 9.1.B

Mgmt For For Elect Fiona du Monceau as Director 9.2

Mgmt For For Ratify the Co-optation of Susan Gasser as

Independent Director 9.3.A

Mgmt For For Elect Susan Gasser as Director 9.3.B

Mgmt For For Indicate Susan Gasser as Independent Director 9.3.C

Mgmt For For Elect Jonathan Peacock as Director 9.4.A


Mgmt For For Indicate Jonathan Peacock as Independent

Director 9.4.B

Mgmt For For Reelect Albrecht De Graeve as Director 9.5.A

Mgmt For For Indicate Albrecht De Graeve as Independent

Director 9.5.B

Mgmt For For Elect Viviane Monges as Director 9.6.A

Mgmt For For Indicate Viviane Monges as Independent

Director 9.6.B

Mgmt For For Ratify Mazars as Auditors 10

Mgmt Special Part

Mgmt Against For Approve Long-Term Incentive Plans - Program

of Free Allocation of Shares 11


Mgmt For For Approve Change-of-Control Clause Re: EMTN

Program 12.1

Page 271 of 303

Umicore



Ticker: UMI

Primary ISIN: BE0974320526 Primary SEDOL: BF44466

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Annual/Special Meeting Agenda Mgmt

Mgmt Ordinary Shareholders' Meeting Agenda


1




3

Mgmt For For Approve Grant of an Identical Profit Premium to Umicore Employees

4


5

Mgmt For For Approve Discharge of Members of the Supervisory Board

6


Mgmt For For Reelect Thomas Leysen as Member of the Supervisory Board

8.1


Mgmt For For Reelect Koenraad Debackere as an Independent Member of the Supervisory Board

8.2

Mgmt For For Reelect Mark Garrett as an Independent Member of the Supervisory Board

8.3

Mgmt For For Reelect Eric Meurice as an Independent Member of the Supervisory Board

8.4

Mgmt For For Elect Birgit Behrendt as an Independent Member of the Supervisory Board

8.5

Mgmt For For Approve Remuneration of the Members of the Supervisory Board

9

Mgmt For For Ratify EY BV as Auditors 10.1

Mgmt For For Approve Auditors' Remuneration 10.2


Mgmt For For Approve Change-of-Control Clause Re: Finance Contract with European Investment Bank

1.1

Page 272 of 303

Umicore Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve Change-of-Control Clause Re: Revolving Facility Agreement with J.P. Morgan

AG

1.2

Mgmt For For Approve Change-of-Control Clause Re: Convertible Bonds Maturing on 23 June 2025

(ISIN BE6322623669)

1.3

Unibail-Rodamco-Westfield NV



Ticker: N/A

Primary ISIN: NL0012846356 Primary SEDOL: N/A

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Discuss Annual Report i




2

Mgmt Receive Explanation on Dividend Policy ii



Mgmt For For Elect Dominic Lowe to Management Board 5

Mgmt Against For Elect Jean-Marie Tritant to Supervisory Board 6

Voter Rationale: Executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. Also, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Additionally, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Elect Fabrice Mouchel to Supervisory Board 7

Mgmt For For Elect Catherine Pourre to Supervisory Board 8

Mgmt For For Ratify Ernst & Young Accountants LLP as

Auditors 9

Mgmt For For Approve Remuneration Policy for Management

Board Members 10


Page 273 of 303

Unibail-Rodamco-Westfield NV Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve Remuneration Policy for Supervisory Board Members

11




Unibail-Rodamco-Westfield SE



Ticker: URW

Primary ISIN: FR0013326246 Primary SEDOL: BFYM460

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1


2

Mgmt For For Approve Allocation Treatment of Losses 3

Mgmt For For Approve Transaction with Christophe Cuvillier 4



5

Mgmt Against For Approve Compensation of Christophe Cuvillier, Chairman of the Management Board

6

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Also, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt Against For Approve Compensation of Jaap Tonckens, Member of the Management Board

7

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Also, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt For For Approve Compensation of Colin Dyer, Chairman of the Supervisory Board Until 13 November 2020

8

Mgmt For For Approve Compensation of Leon Bressler, Chairman of the Supervisory Board Since 13 November 2020

9


Page 274 of 303

Unibail-Rodamco-Westfield SE Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve Remuneration Policy for Chairman of the Management Board

11

Mgmt For For Approve Remuneration Policy for Management Board Members

12

Mgmt For For Approve Remuneration Policy for Supervisory Board Members

13

Mgmt For For Ratify Appointment of Julie Avrane-Chopard as Supervisory Board Member

14

Mgmt For For Ratify Appointment of Cecile Cabanis as Supervisory Board Member

15

Mgmt For For Reelect John McFarlane as Supervisory Board Member

16

Mgmt For For Elect as Aline Sylla-Walbaum as Supervisory Board Member

17


18



19



20



21

Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above Under Items 20-21

22


23


24

Mgmt For For Authorize up to 2.6 Percent of Issued Capital for Use in Stock Option Plans

25

Voter Rationale: Companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Moreover, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.


26

Voter Rationale: Companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Moreover, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.


Page 275 of 303

Unibail-Rodamco-Westfield SE Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Amend Article 15 of Bylaws Re: Written Consultation

28



29

UniCredit SpA



Ticker: UCG

Primary ISIN: IT0005239360 Primary SEDOL: BYMXPS7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




1


Mgmt For For Increase Legal Reserve 3

Mgmt For For Approve Elimination of Negative Reserves 4

Mgmt For For Approve Dividend Distribution 5


Mgmt Against For Fix Number of Directors 7

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

Mgmt Appoint Directors (Slate Election) - Choose

One of the Following Slates

Mgmt For For Slate 1 Submitted by Management 8.1

Voter Rationale: Shareholder can only support one slate. The outgoing board has undertaken a well-structured and overall transparent selection process. In addition, details on the candidates proposed by the board have been disclosed sufficiently in advance of the shareholder meeting, and most of the proposed candidates are independent with a strong professional background and track record.


8.2

Voter Rationale: Shareholder can only support one slate. The outgoing board has undertaken a well-structured and overall transparent selection process. In addition, details on the candidates proposed by the board have been disclosed sufficiently in advance of the shareholder meeting, and most of the proposed candidates are independent with a strong professional background and track record.


Mgmt Shareholder Proposal Submitted by Institutional Investors (Assogestioni)

SH For None Appoint Ciro Di Carluccio as Alternate Auditor 10


Page 276 of 303

UniCredit SpA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve 2021 Group Incentive System 11


Voter Rationale: Companies should pay no more than necessary on recruitment of executive directors and ensure that recruitment-related awards are linked to long-term performance of the company.Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt Against For Approve Severance Payments Policy 13

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


Report 14





2021 Group Incentive System 1

Mgmt For For Amend Company Bylaws Re: Clause 6 2





Uniper SE



Ticker: UN01

Primary ISIN: DE000UNSE018 Primary SEDOL: BZ6CZ43

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports for Fiscal Year 2020 (Non-Voting) 1




Fiscal Year 2020 3


Fiscal Year 2020 4


Mgmt For For Ratify PricewaterhouseCoopers GmbH as

Auditors for Fiscal Year 2021 5

Page 277 of 303

Uniper SE Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Judith Buss to the Supervisory Board 6.1

Mgmt Against For Elect Esa Hyvaerinen to the Supervisory Board 6.2

Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent.




Mgmt For For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds with Partial Exclusion of Preemptive Rights up to Aggregate Nominal Amount of EUR 1 Billion; Approve Creation of EUR 145.1 Million Pool of


9


10


11

Mgmt For For Amend Articles Re: Supervisory Board Term of

Office 12.1

Mgmt For For Amend Articles Re: Online Participation in the

General Meeting 12.2

Mgmt Shareholder Proposal Submitted by Fortum

Deutschland SE

SH Against For Elect Nora Steiner-Forsberg to the Supervisory

Board 13

Voter Rationale: A vote AGAINST the election of the shareholder's nominee Nora Steiner-Forsberg is warranted because of the failure to establish a sufficiently independent board.

United Internet AG



Ticker: UTDI


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction





Mgmt For For Approve Discharge of Management Board Member Ralph Dommermuth for Fiscal Year 2020

3.1

Page 278 of 303

United Internet AG Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve Discharge of Management Board Member Frank Krause for Fiscal Year 2020

3.2

Mgmt For For Approve Discharge of Management Board Member Martin Mildner for Fiscal Year 2020

3.3


4



5


Mgmt For For Elect Stefan Rasch to the Supervisory Board 6.1

Mgmt For For Elect Andreas Soeffing to the Supervisory

Board 6.2




UPM-Kymmene Oyj



Ticker: UPM


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt







Reports 6


Reports 7


EUR 1.30 Per Share 8


Page 279 of 303

UPM-Kymmene Oyj Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt For For Remuneration of Directors in the Amount of EUR 195,000 for Chairman, EUR 140,000 for Deputy Chairman and EUR 115,000 for Other Directors; Approve Compensation for Committee Work

11

Mgmt For For Fix Number of Directors at Nine 12

Mgmt For For Reelect Berndt Brunow, Henrik Ehrnrooth, Piia-Noora Kauppi, Marjan Oudeman, Kim Wahl, Bjorn Wahlroos, Emma FitzGerald and Martin a Porta as Directors; Elect Jari Gustafsson as New Director

13

Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance. Also, in the context of increasingly complex international accounting standards, the audit committee benefits from members who have a good and recent understanding of the accounting rules and of the audit process. Likewise, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt Against For Approve Remuneration of Auditors 14


Mgmt Against For Ratify PricewaterhouseCoopers as Auditors 15





Mgmt For For Authorize Charitable Donations 18


VINCI SA



Ticker: DG

Primary ISIN: FR0000125486 Primary SEDOL: B1XH026


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1


2

Page 280 of 303

VINCI SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


3

Mgmt Do Not Vote For Reelect Yannick Assouad as Director 4

Mgmt Do Not Vote For Reelect Graziella Gavezotti as Director 5


6


Mgmt Do Not Vote For Approve Remuneration Policy of Xavier Huillard, Chairman and CEO

8


9

Mgmt Do Not Vote For Approve Compensation of Xavier Huillard, Chairman and CEO

10

Mgmt Do Not Vote For Approve Company's Environmental Transition Plan

11



12

Mgmt Do Not Vote For Authorize Capitalization of Reserves for Bonus Issue or Increase in Par Value

13



14



15



16

Mgmt Do Not Vote For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 14-16

17


18


19



20


21


22

Page 281 of 303

VINCI SA

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1


2


3

Mgmt Against For Reelect Yannick Assouad as Director 4

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

Mgmt For For Reelect Graziella Gavezotti as Director 5


6


Mgmt For For Approve Remuneration Policy of Xavier Huillard, Chairman and CEO

8



9

Mgmt Against For Approve Compensation of Xavier Huillard, Chairman and CEO

10

Voter Rationale: Remuneration committee should not allow vesting of incentive awards for below median performance. Moreover, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Additionally, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.

Mgmt For For Approve Company's Environmental Transition

Plan 11



12

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

13


14


15


16

Page 282 of 303

VINCI SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


17


18


19



20


21

Voter Rationale: Remuneration committee should not allow vesting of incentive awards for below median performance. Moreover, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. In addition, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.


22

Vivendi SA



Ticker: VIV



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Do Not Vote For Amend Article 20 of Bylaws Re: Allocation of

Income and Dividends 1

Mgmt Do Not Vote For Authorize Filing of Required Documents/Other

Formalities 2

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Amend Article 20 of Bylaws Re: Allocation of Income and Dividends

1


2

Page 283 of 303

Vivendi SE



Ticker: VIV



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1


2



3


4

Mgmt Do Not Vote For Advisory Vote on Exceptional Distribution Project in kind of a Majority of the Capital of Universal Music Group N.V. to the Shareholders of Vivendi SE

5

Mgmt Do Not Vote For Exceptional Distribution in kind of Shares of Universal Music Group N.V. to the Shareholders

of Vivendi SE

6

Mgmt Do Not Vote For Approve Compensation Report 7

Mgmt Do Not Vote For Approve Compensation of Yannick Bollore, Chairman of the Supervisory Board

8

Mgmt Do Not Vote For Approve Compensation of Arnaud de Puyfontaine, Chairman of the Management

Board

9

Mgmt Do Not Vote For Approve Compensation of Gilles Alix, Management Board Member

10

Mgmt Do Not Vote For Approve Compensation of Cedric de Bailliencourt, Management Board Member

11

Mgmt Do Not Vote For Approve Compensation of Frederic Crepin, Management Board Member

12

Mgmt Do Not Vote For Approve Compensation of Simon Gillham, Management Board Member

13

Mgmt Do Not Vote For Approve Compensation of Herve Philippe, Management Board Member

14

Mgmt Do Not Vote For Approve Compensation of Stephane Roussel, Management Board Member

15

Mgmt Do Not Vote For Approve Remuneration Policy of Supervisory Board Members and Chairman

16

Mgmt Do Not Vote For Approve Remuneration Policy of Chairman of the Management Board

17

Mgmt Do Not Vote For Approve Remuneration Policy of Management Board Members

18

Mgmt Do Not Vote For Reelect Veronique Driot-Argentin as Supervisory Board Member

19

Page 284 of 303

Vivendi SE Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Do Not Vote For Reelect Sandrine Le Bihan as Representative of Employee Shareholders to the Board

20


21



22

Mgmt Do Not Vote For Authorize Specific Buyback Program and Cancellation of Repurchased Share

23



24

Mgmt Do Not Vote For Authorize Capitalization of Reserves of Up to EUR 327,5 Million for Bonus Issue or Increase

in Par Value

25


26


27


28

Mgmt Do Not Vote For Authorize Capital Issuances for Use in Employee Stock Purchase Plans for Employees

of International Subsidiaries

29


30

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Reports 1



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

3

Voter Rationale: The information disclosed in the auditor's special is too vague to guarantee the interest of minority shareholders in this agreement.


4

Mgmt For For Advisory Vote on Exceptional Distribution Project in kind of a Majority of the Capital of Universal Music Group N.V. to the Shareholders of Vivendi SE

5

Mgmt For For Exceptional Distribution in kind of Shares of Universal Music Group N.V. to the Shareholders

of Vivendi SE

6

Page 285 of 303


Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Approve Compensation Report 7

Voter Rationale: We have concerns that about the board responsiveness to minority shareholders' dissent over remuneration; Vincent Bollore remains a censor maintaining an employment contract as advisor of the management board chairman including a remuneration package equivalent to management board members.

Mgmt Against For Approve Compensation of Yannick Bollore, Chairman of the Supervisory Board

8

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Also, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Last, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt Against For Approve Compensation of Arnaud de Puyfontaine, Chairman of the Management Board

9

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Also, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt Against For Approve Compensation of Gilles Alix,

Management Board Member 10

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Last, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt Against For Approve Compensation of Cedric de

Bailliencourt, Management Board Member 11

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

Mgmt Against For Approve Compensation of Frederic Crepin, Management Board Member

12


Mgmt Against For Approve Compensation of Simon Gillham, Management Board Member

13


Page 286 of 303


Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Approve Compensation of Herve Philippe, Management Board Member

14


Mgmt Against For Approve Compensation of Stephane Roussel, Management Board Member

15


Mgmt Against For Approve Remuneration Policy of Supervisory

Board Members and Chairman 16

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

Mgmt Against For Approve Remuneration Policy of Chairman of

the Management Board 17


Mgmt Against For Approve Remuneration Policy of Management

Board Members 18


Mgmt Against For Reelect Veronique Driot-Argentin as Supervisory Board Member

19


Mgmt Against For Reelect Sandrine Le Bihan as Representative of Employee Shareholders to the Board

20



21



22

Mgmt Against For Authorize Specific Buyback Program and Cancellation of Repurchased Share

23


Page 287 of 303


Proponent

Proposal Text

Mgmt Rec

Vote Instruction



24

Mgmt For For Authorize Capitalization of Reserves of Up to EUR 327,5 Million for Bonus Issue or Increase

in Par Value

25


26


27



28


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

29



Formalities 30

voestalpine AG



Ticker: VOE


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports for Fiscal Year 2020/21 (Non-Voting) Mgmt




Fiscal Year 2020/21 3




Mgmt For For Ratify Deloitte Audit GmbH as Auditors for


Page 288 of 303

voestalpine AG Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


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

Mgmt For For Approve Supervisory Board Remuneration Policy

7

Mgmt For For Amend Articles Re: Remuneration of Supervisory Board

8


9

Mgmt New/Amended Proposals from Shareholders (Non-Voting)

10.1


Mgmt New/Amended Proposals from Management and Supervisory Board (Non-Voting)

10.2


Volkswagen AG



Ticker: VOW3


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt For For Approve Allocation of Income and Dividends of EUR 4.80 per Ordinary Share and EUR 4.86 per Preferred Share

2

Mgmt Against For Approve Discharge of Management Board

Member H. Diess for Fiscal Year 2020 3.1

Voter Rationale: Votes AGAINST the discharge of the management and supervisory board members are warranted because: - Despite the conclusion of company investigations, a low level of transparency is provided surrounding the underlying facts of the diesel scandal, which can be considered a poor governance practice. - Shareholders continue to bare monetary and reputational costs as a result of significant outstanding legal action. Nevertheless, some shareholders may wish to support these resolutions considering that the company appears to have identified the responsible individuals and has reached settlement agreements with them, as well as due to the continued improvements to the control function.

Mgmt Against For Approve Discharge of Management Board

Member O. Blume for Fiscal Year 2020 3.2


Page 289 of 303

Volkswagen AG Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Approve Discharge of Management Board Member M. Duesmann (from April 1, 2020) for

Fiscal Year 2020

3.3


Mgmt Against For Approve Discharge of Management Board Member G. Kilian for Fiscal Year 2020

3.4


Mgmt Against For Approve Discharge of Management Board Member A. Renschler (until July 15, 2020) for Fiscal Year 2020

3.5


Mgmt Against For Approve Discharge of Management Board Member A. Schot (until March 31, 2020) for Fiscal Year 2020

3.6


Mgmt Against For Approve Discharge of Management Board Member S. Sommer (until June 30, 2020) for Fiscal Year 2020

3.7


Mgmt Against For Approve Discharge of Management Board Member H. D. Werner for Fiscal Year 2020

3.8


Page 290 of 303


Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Approve Discharge of Management Board Member F. Witter for Fiscal Year 2020

3.9


Mgmt Against For Approve Discharge of Supervisory Board Member H.D. Poetsch for Fiscal Year 2020

4.1

Voter Rationale: Votes AGAINST the discharge of the management and supervisory board members are warranted because: - Despite the conclusion of company investigations, a low level of transparency is provided surrounding the underlying facts of the diesel scandal, which can be considered a poor governance practice. - Shareholders continue to bare monetary and reputational costs as a result of significant outstanding legal action. Nevertheless, some shareholders may wish to support these resolutions considering that the company appears to have identified the responsible individuals and has reached settlement agreements with them, as well as due to the continued improvements to the control function. Moreover, the company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.


Member J. Hofmann for Fiscal Year 2020 4.2



Member H.A. Al Abdulla for Fiscal Year 2020 4.3



Member H. S. Al Jaber for Fiscal Year 2020 4.4


Mgmt Against For Approve Discharge of Supervisory Board Member B. Althusmann for Fiscal Year 2020

4.5


Mgmt Against For Approve Discharge of Supervisory Board Member K. Bliesener (from June 20, 2020) for

Fiscal Year 2020

4.6


Page 291 of 303


Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Approve Discharge of Supervisory Board Member H.-P. Fischer for Fiscal Year 2020

4.7


Mgmt Against For Approve Discharge of Supervisory Board Member M. Heiss for Fiscal Year 2020

4.8


Mgmt Against For Approve Discharge of Supervisory Board Member J. Jaervklo (until May 29, 2020) for Fiscal Year 2020

4.9



Member U. Jakob for Fiscal Year 2020 4.10



Member L. Kiesling for Fiscal Year 2020 4.11


Mgmt Against For Approve Discharge of Supervisory Board Member P. Mosch for Fiscal Year 2020

4.12


Mgmt Against For Approve Discharge of Supervisory Board Member B. Murkovic for Fiscal Year 2020

4.13


Page 292 of 303


Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Approve Discharge of Supervisory Board Member B. Osterloh for Fiscal Year 2020

4.14


Mgmt Against For Approve Discharge of Supervisory Board Member H.M. Piech for Fiscal Year 2020

4.15



Member F.O. Porsche for Fiscal Year 2020 4.16



Member W. Porsche for Fiscal Year 2020 4.17



Member C. Schoenhardt for Fiscal Year 2020 4.18


Mgmt Against For Approve Discharge of Supervisory Board Member A. Stimoniaris for Fiscal Year 2020

4.19


Mgmt Against For Approve Discharge of Supervisory Board Member S. Weil for Fiscal Year 2020

4.20


Page 293 of 303


Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Approve Discharge of Supervisory Board Member W. Weresch for Fiscal Year 2020

4.21


Mgmt Against For Elect Louise Kiesling to the Supervisory Board 5.1

Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.

Mgmt Against For Elect Hans Poetsch to the Supervisory Board 5.2

Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. Also, this director is not an independent director, yet sits on a remuneration committee that is majority non-independent. The remuneration committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness. Likewise, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Finally, the company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.




Mgmt For For Amend Articles Re: Absentee Vote 8

Mgmt For For Amend Articles Re: Interim Dividend 9

Mgmt Against For Approve Dispute Settlement Agreement with Former Management Board Chairman Martin Winterkorn

10.1

Voter Rationale: The agreements with the former executives are not however without concerns given that they will waive compensation claims and the basis for these claims is not clear.

Mgmt Against For Approve Dispute Settlement Agreement with Former Management Board Member Rupert

Stadler

10.2

Voter Rationale: The agreements with the former executives are not however without concerns given that they will waive compensation claims and the basis for these claims is not clear.

Mgmt Against For Approve Dispute Settlement Agreement with D&O Insurers

11

Voter Rationale: he agreements with the former executives are not however without concerns given that they will waive compensation claims and the basis for these claims is not clear.


12

Voter Rationale: Auditors should undertake non-audit work in exceptional circumstances only. Any non-audit fees paid to the auditor should be clearly disclosed, justified and not exceed audit fees. Large non-audit fees could compromise objectivity of the audit.

Page 294 of 303

Vonovia SE



Ticker: VNA

Primary ISIN: DE000A1ML7J1 Primary SEDOL: BBJPFY1

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt


2


3


4



5


Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. We expect the company to align executive pension arrangement with those of the workforce.


Mgmt For For Approve Creation of EUR 283 Million Pool of Capital with Partial Exclusion of Preemptive

Rights

8

Mgmt For For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds with Partial Exclusion of Preemptive Rights up to Aggregate Nominal Amount of EUR 12 Billion; Approve Creation of EUR 283 Million Pool of


9

Vontobel Fund - TwentyFour Strategic Income Fund



Ticker: LLWG47.F

Primary ISIN: LU1322871390 Primary SEDOL: BYXDH57

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Page 295 of 303

Vontobel Fund - TwentyFour Strategic Income Fund Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt For For Approve Discharge of Director Dominic Gaillard 5.1

Mgmt For For Approve Discharge of Director Philippe Hoss 5.2

Mgmt For For Approve Discharge of Director Dorothee Wetzel 5.3

Mgmt For For Re-Elect Dominic Gaillard as Director 6.1

Mgmt For For Re-Elect Philippe Hoss as Director 6.2

Mgmt For For Re-Elect Dorothee Wetzel as Director 6.3


7


Wartsila Oyj Abp



Ticker: WRT1V


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt


Mgmt For For Designate Inspector or Shareholder Representative(s) of Minutes of Meeting

3

Mgmt For For Acknowledge Proper Convening of Meeting 4

Mgmt For For Prepare and Approve List of Shareholders 5


6


7


8


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

10



Page 296 of 303

Wartsila Oyj Abp Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve Remuneration of Directors in the Amount of EUR 140,000 for Chairman, EUR 105,000 for Vice Chairman, and EUR 70,000 for Other Directors; Approve Meeting Fees;

Approve Remuneration for Committee Work

12


Mgmt For For Reelect Maarit Aarni-Sirvio, Karen Bomba, Karin Falk, Johan Forssell, Tom Johnstone (Chair), Risto Murto (Vice Chair) and Mats Rahmstrom as Directors; Elect Tiina Tuomela

as New Director

14

Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance. Moreover, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Also, the remuneration committee should be fully independent from the company and majority independent from its major shareholder(s). Lastly, in the context of increasingly complex international accounting standards, the audit committee benefits from members who have a good and recent understanding of the accounting rules and of the audit process.


Mgmt For For Ratify PricewaterhouseCoopers as Auditors 16


Mgmt For For Approve Issuance of up to 57 Million Shares without Preemptive Rights

18


Wolters Kluwer NV



Ticker: WKL


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Open Meeting 1


2.a


2.b

Mgmt For For Approve Remuneration Report 2.c

Voter Rationale: We voted for in view of the material improvements to the proposed remuneration policy with are largely in line with our expectations. We continue to have concerns over the quantum of the CEO's pay package compared to peers but acknowledge the 10% reduction in target pay. We will expect the company to keep quantum under review.

Mgmt For For Adopt Financial Statements 3.a

Mgmt Receive Explanation on Company's Dividend

Policy 3.b

Page 297 of 303

Wolters Kluwer NV Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Mgmt For For Reelect Frans Cremers to Supervisory Board 5.a

Mgmt For For Reelect Ann Ziegler to Supervisory Board 5.b

Mgmt For For Reelect Kevin Entricken to Management Board 6

Mgmt For For Approve Remuneration Policy for Management Board

7

Voter Rationale: We voted for in view of the material improvements to the proposed remuneration policy with are largely in line with our expectations. We continue to have concerns over the quantum of the CEO's pay package compared to peers but acknowledge the 10% reduction in target pay. We will expect the company to keep quantum under review.


8.a


8.b


9




Worldline SA



Ticker: WLN

Primary ISIN: FR0011981968 Primary SEDOL: BNFWR44

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1


2


Mgmt For For Approve Transaction with SIX Group AG Re: Second Settlement Agreement and Lock-up Agreement

4

Mgmt For For Approve Transaction with Deutscher Sparkassen Verlag GmbH Re: Amendment to the Business Combination Agreement

5

Mgmt For For Reelect Agnes Audier as Director 6

Page 298 of 303

Worldline SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Reelect Nazan Somer Ozelgin as Director 7

Mgmt For For Reelect Danielle Lagarde as Director 8

Mgmt For For Reelect Lorenz von Habsburg Lothringen as Director

9

Mgmt Against For Reelect Daniel Schmucki as Director 10


Mgmt Against For Renew Appointment of Johannes Dijsselhof as Censor

11

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


Officers 12

Mgmt Against For Approve Compensation of Gilles Grapinet,

Chairman and CEO 13

Voter Rationale: The adjustment proposed under the 2018 2019 LTI plans decided by the board and intended under the 2020 LTI would erase entirely the effects of the Covid-19 crisis on the two years and enable a total acquisition of the performance shares and stock options 2018 plans. The long-term remuneration under these plans would therefore be in disconnection with the company's performance and shareholders' interests.

Mgmt Against For Approve Compensation of Marc-Henri

Desportes, Vice-CEO 14

Voter Rationale: The adjustment proposed under the 2018 2019 LTI plans decided by the board and intended under the 2020 LTI would erase entirely the effects of the Covid-19 crisis on the two years and enable a total acquisition of the performance shares and stock options 2018 plans. The long-term remuneration under these plans would therefore be in disconnection with the company's performance and shareholders' interests.


CEO 15

Voter Rationale: Substantial pay-outs under incentive schemes should only be available for superior performance. Reaching threshold targets may warrant vesting of only a small proportion of incentive awards. Also, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Last, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.


Voter Rationale: Substantial pay-outs under incentive schemes should only be available for superior performance. Reaching threshold targets may warrant vesting of only a small proportion of incentive awards. Also, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. In addition, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Last, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.


17

Mgmt For For Approve Remuneration Policy of Non-Executive Directors

18


19


Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights Up to 50


20

Page 299 of 303

Worldline SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights Up to 10


21

Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for Up to 10 Percent of Issued

Capital Per Year for Private Placements

22


23


24

Mgmt For For Approve Issuance of Equity or Equity-Linked Securities Reserved for Specific Beneficiaries, up to Aggregate Nominal Amount of EUR 1.5 Million

25

Voter Rationale: The authority is limited and for the specific purpose of acquiring Ingenico shares from beneficiaries of Ingenico share plans.


26


Mgmt Against For Authorize Capital Issuances for Use in Employee Stock Purchase Plans Reserved for Employees and Corporate Officers of

International Subsidiaries

27



for Use in Stock Option Plans 28

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, substantial pay-outs under incentive schemes should only be available for superior performance. Reaching threshold targets may warrant vesting of only a small proportion of incentive awards. In addition, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Last, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.



Voter Rationale: Substantial pay-outs under incentive schemes should only be available for superior performance. Reaching threshold targets may warrant vesting of only a small proportion of incentive awards. In addition, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Last, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt For For Approve Acquisition of Worldline France SAS, its Valuation and Remuneration

30


31

Page 300 of 303

Xtrackers (IE) plc - Xtrackers MSCI USA UCITS ETF



Ticker: XD9U

Primary ISIN: IE00BJ0KDR00 Primary SEDOL: BJ0KDR0


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Ratify Auditors Mgmt For Do Not Vote


2

Xtrackers (IE) plc - Xtrackers MSCI World Quality UCITS ETF



Ticker: XDEQ

Primary ISIN: IE00BL25JL35 Primary SEDOL: BL25JL3

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Ratify Auditors Mgmt For For


2

Xtrackers Euro Stoxx 50 UCITS ETF



Ticker: DBXE

Primary ISIN: LU0274211217 Primary SEDOL: B1HPXN8

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For



Mgmt For For Appoint KPMG as Auditor 4


Mgmt For For Re-elect Philippe Ah-Sun as Director 6

Mgmt For For Re-elect Freddy Brausch as Director 7

Mgmt For For Re-elect Alex McKenna as Director 8

Page 301 of 303

Xtrackers Euro Stoxx 50 UCITS ETF Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Re-elect Thilo Wendenburg as Director 9

Mgmt For For Elect Julien Boulliat as Director 10

Mgmt For For Approve Remuneration of Directors Freddy Brausch and Thilo Wendenburg

11

Xtrackers MSCI EMU UCITS ETF



Ticker: XD5E

Primary ISIN: LU0846194776 Primary SEDOL: B8FMT76

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For



Mgmt For For Appoint KPMG as Auditor 4


Mgmt For For Re-elect Philippe Ah-Sun as Director 6

Mgmt For For Re-elect Freddy Brausch as Director 7

Mgmt For For Re-elect Alex McKenna as Director 8

Mgmt For For Re-elect Thilo Wendenburg as Director 9

Mgmt For For Elect Julien Boulliat as Director 10

Mgmt For For Approve Remuneration of Directors Freddy Brausch and Thilo Wendenburg

11

Zalando SE



Ticker: ZAL

Primary ISIN: DE000ZAL1111 Primary SEDOL: BQV0SV7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt


2


3

Page 302 of 303

Zalando SE Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


4


5.1


Mgmt For For Ratify Ernst & Young GmbH as Auditors Until the 2022 AGM

5.2


Mgmt For For Elect Kelly Bennett to the Supervisory Board as

Shareholder Representative 6.1

Mgmt For For Elect Jennifer Hyman to the Supervisory Board

as Shareholder Representative 6.2

Mgmt Against For Elect Niklas Oestberg to the Supervisory Board

as Shareholder Representative 6.3


Mgmt For For Elect Anders Holch Povlsen to the Supervisory

Board as Shareholder Representative 6.4

Mgmt For For Elect Mariella Roehm-Kottmann to the Supervisory Board as Shareholder Representative

6.5

Mgmt For For Elect Cristina Stenbeck to the Supervisory

Board as Shareholder Representative 6.6


Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.


Page 303 of 303