BAIRD FUNDS, INC. PROXY VOTING POLICIES AND PROCEDURES … · 2019-09-05 · BAIRD FUNDS, INC. PROXY VOTING POLICIES AND PROCEDURES Revised Effective August 25, 2016 The Board of

BAIRD FUNDS, INC.

PROXY VOTING POLICIES AND PROCEDURES

Revised Effective August 25, 2016

The Board of Directors of Baird Funds, Inc. (the “Company”) recognizes that our right to

vote proxies for portfolio holdings of each series of Baird Funds (each a “Fund”) is an important responsibility and a significant Fund asset. We also recognize that the Funds’ investment advisor (the “Advisor”) or the investment subadvisor (a “Subadvisor”) managing a Fund, as the case may be, is in a better position to monitor corporate actions, analyze proxy proposals, make voting decisions and ensure that proxies are submitted in a timely fashion. We therefore delegate our authority to vote proxies to the Advisor or Subadvisor, as the case may be, subject to our supervision. Moreover, we authorize the Advisor and Subadvisor to retain a third party proxy voting service, such as Institutional Shareholder Services (“ISS”), to provide recommendations on proxy votes.

The Baird Funds Board has approved the proxy voting policies and procedures of Baird Advisors and Baird Equity AM, departments of the Advisor, and each Subadvisor with respect to their respective proxy voting for the Baird Funds they manage. Copies of those proxy voting policies are attached to these Policies and Procedures. The Baird Funds’ Board will monitor the implementation of these policies to ensure that the Advisor’s and each Subadvisor’s voting decisions:

are consistent with the Advisor’s and Subadvisor’s fiduciary duty to the Funds and their shareholders;

seek to maximize shareholder return and the value of Fund investments;

promote sound corporate governance; and

are consistent with each Fund’s investment objective and policies.

In the event of a conflict between the interests of the Advisor or Subadvisor and the shareholders of a Fund with regard to a proxy vote, the Advisor’s and Subadvisor policies may provide one or more of the following methods of resolving the conflict, (i) disclosing the conflict to the Baird Funds’ Board or its delegate, who may provide direction to vote the proxies, (ii) voting in accordance with the recommendations of a third party proxy voting service or (iii) having the Advisor, Subadvisor or proxy voting committee of the Advisor or Subadvisor vote proxies in a manner it determines to be in the best interests of the Fund shareholders and not a product of the conflict. In the event the Advisor or Subadvisor chooses disclosure to the Baird Funds’ Board as the method of resolving the conflict, the Baird Funds’ Board has delegated this authority to the disinterested directors, and the proxy voting direction in such a case shall be determined by a majority of the disinterested directors. A conflict may exist, for example, if the Advisor or Subadvisor (i) manages or is pursuing management of accounts that are affiliated with the company soliciting proxies, (ii) is aware of investment banking or other relationships that the Advisor or Subadvisor has or is pursuing with the company soliciting proxies (or its

senior officers) that may give the Advisor or Subadvisor an incentive to vote as recommended by the company, or (iii) has been asked or directed by persons associated with the Advisor or Subadvisor or the company soliciting proxies to vote proxies in a certain manner in order to maintain or develop a relationship between the Advisor or Subadvisor and the company. The Committee may also determine if a conflict of interest exists between an Advisor or Subadvisor and the shareholders of a Fund with regard to a proxy vote for other reasons.

To the extent a Fund owns securities of another investment company (including without limitation a mutual fund, exchange-traded fund or closed-end fund) and, with respect to such ownership, seeks to rely on Section 12(d)(1)(F) of the Investment Company Act, the Fund will vote proxies for the securities of such other investment company in the same proportion as the vote of all other holders of such securities.

Each Fund will describe its proxy voting policies and procedures in its SAI in accordance with SEC requirements. Each Fund also will disclose in its annual and semi-annual reports to shareholders that a description (or copy) of the Fund’s proxy voting policies and procedures is available without charge, upon request, by calling toll-free, 866-44BAIRD, by accessing the Funds’ website at www.bairdfunds.com and by accessing the SEC’s website at http://www.sec.gov. The Funds will send a description of their proxy voting policies and procedures within three business days of receipt of a request.

Each Fund will file its complete proxy voting record with the SEC on Form N-PX on an annual basis, by no later than August 31 of each year (beginning August 31, 2004). Each Fund also will disclose in the SAI and annual and semi-annual reports to shareholders that its proxy voting record is available without charge, either upon request, by calling toll-free, 866-44BAIRD, or by accessing the ’Funds’ website, or both; and by accessing the SEC’s website. Each Fund must send the information disclosed in the Fund’s most recently filed Form N-PX within three business days of receipt of a request, and must post this information on its website as soon as reasonably practicable after filing the report with the SEC.

BAIRD ADVISORS

BAIRD ADVISORS’ PROXY VOTING POLICIES AND PROCEDURES

Revised Effective January 22, 2018

I. BACKGROUND

Rule 206(4)-6 under the Investment Advisers Act of 1940 (the “Advisers Act”) requires that, for an investment adviser to exercise voting authority with respect to client securities, the adviser must:

adopt and implement written policies and procedures that are reasonably designed to ensure that the adviser votes clients securities in the best interest of clients, which procedures must include how the adviser addresses material conflicts that may arise between the adviser’s interests and those of the adviser’s clients;

disclose to clients how they may obtain information from the adviser about how the adviser voted with respect to their securities; and

describe to clients the adviser’s proxy voting policies and procedures and, upon request, furnish a copy of the policies and procedures to the requesting client.

Rule 204-2 of the Advisers Act requires that registered investment advisers maintain records of its proxy voting policies and procedures; proxy statements received; votes cast on behalf of clients; client requests for proxy voting information; and documents prepared by the investment adviser that were material to making a voting decision.

II. POLICY

The Baird Advisors department of Robert W. Baird & Co. Incorporated (the “Advisor” or “Baird”) does not typically recommend or select securities for client accounts that have voting rights. However, to the extent securities with voting rights are held in client accounts, Baird Advisors exercises voting authority with respect to securities held by advisory clients that have executed advisory agreements with Baird and that have delegated proxy voting authority to Baird. Baird owes these clients duties of care and loyalty. Baird’s duty of loyalty requires Baird to vote the proxies in a manner consistent with the best interests of advisory clients. While Baird uses its best efforts to vote proxies, there are instances when voting is not practical or is not, in Baird or the portfolio manager’s view, in the best interest of clients.

As a fiduciary, Baird will ascertain whether the independent proxy voting service has the capacity and competency to analyze proxy issues, which may include considering: the adequacy and quality of the independent proxy voting service’s staffing and personnel; the robustness of its policies and procedures regarding its ability to (i) ensure that its proxy voting recommendations are based on current and accurate information and (ii) identify and address any conflicts of interest. Further, Baird should ensure that these voting guidelines or recommendation policies are generally appropriate for the clients whose proxies are being voted.

III. PROXY VOTING COMMITTEE

Baird has established a Proxy Voting Committee (the “Committee”) to oversee Baird’s proxy voting practices, including oversight of the independent proxy voting service. The Committee has established a Proxy Committee Charter to describe its responsibilities under these policies and procedures. The Committee will review, at least annually, these Proxy Voting Policies and Procedures and its Charter. Further, the Committee will appoint a Sub-Committee for Baird’s Asset Management groups to consider proxy voting challenges made by its portfolio managers.

IV. PROXY VOTING GUIDELINES

Baird utilizes an independent provider of proxy voting and corporate governance service to analyze proxy materials and make independent voting recommendations (the “independent proxy voting service”). Baird’s independent proxy voting service is currently Institutional Shareholder Services Inc. (“ISS”).The independent proxy voting service provides proxy voting guidelines regarding its position on various matters presented by companies to their shareholders for consideration. Baird will typically vote shares in accordance with the recommendations made by the independent proxy voting service. However, the independent proxy voting service’s guidelines are not exhaustive, do not address all potential voting issues, and do not necessarily correspond with the opinions of the portfolio managers.

In the event the portfolio manager believes the independent proxy voting service recommendation is not in the best interest of the client, he/she will bring the issue (a “proxy challenge”) to the Sub-Committee by completing a Proxy Vote Challenge Form, which describes, among other things, the issue(s) up for vote and the portfolio manager’s rationale for voting against the voting recommendation of the independent proxy voting service. The Sub-Committee will consider what is in the best interest of clients when evaluating the proxy challenge, including an evaluation of the portfolio manager’s rationale and any potential conflicts of interest. The decision made by the Sub-Committee on the proxy challenge will apply to all advisory accounts managed by the portfolio manager (or team of portfolio managers) that submitted the Proxy Voting Challenge Form, unless the client has directed Baird to utilize specific voting guidelines (e.g., Taft-Hartley guidelines). The decision on the issue will be communicated to the portfolio manager and, if the proxy challenge is approved, the Baird’s Proxy Support team will be notified to cast the votes in accordance with the Sub-Committee’s instructions.

For those matters for which the independent proxy voting service does not provide a specific voting recommendation, the portfolio manager will be responsible for casting the vote in a manner he/she believes is in the best interest of clients.

V. PROXY VOTING EXCEPTIONS

There are instances when voting is not practical or is not, in Baird or the portfolio manager’s view, in the best interest of clients. Some examples of these types of situations are described below:

Certain Foreign Companies. Voting proxies of companies located in some jurisdictions may involve several issues that can restrict or prevent the ability to vote such proxies or

entail additional costs, including, but not limited to: (i) requirements to vote proxies in person; (ii) restrictions on the sale of the securities for a period of time in proximity to the shareholder meeting; (iii) proxy statements and ballots being written in a language other than English; (iv) untimely notice of shareholder meetings; (v) restrictions on a foreigner’s ability to exercise votes; and (vi) requirements to provide local agents with a power of attorney to facilitate voting instructions. Baird will use a best efforts basis to vote proxies in these situations after weighing the costs and benefits of voting such proxies. Securities Lending Program. The voting rights for shares that are out on loan are transferred to the borrower and therefore the lender is not entitled to vote the lent shares at the shareholder meeting. In general, Baird believes the revenue received from the lending program outweighs the ability to vote. Therefore, when a client has into a securities lending program, Baird generally will not seek to recall the securities on loan for the purpose of voting the securities; however, Baird reserves the right to recall the shares on loan on a best efforts basis if the portfolio manager becomes aware of a proxy proposal where the proxy vote is materially important to the client’s account.

VI. CONFLICTS OF INTEREST

There may be instances where Baird’s interests conflict, or appear to conflict, with advisory client interests. For example, Baird (or a Baird affiliate) may manage a pension plan, administer employee benefit plans, or provide brokerage, underwriting, insurance or banking services to a company whose management is soliciting proxies. Or, for example, Baird (or Baird’s senior executive officers) may have business or personal relationships with corporate directors or candidates for directorship. There may be a concern that we would vote in favor of management because of our relationship with the company.

We generally believe a material conflict exists if a portfolio manager (or team of portfolio managers) (i) manages or is pursuing management of accounts that are affiliated with the company soliciting proxies, (ii) is aware of investment banking or other relationships that the Advisor has or is pursuing with the company soliciting proxies (or its senior officers) that may give Baird an incentive to vote as recommended by the company, or (iii) has been asked or directed by persons associated with the Advisor or the company soliciting proxies to vote proxies in a certain manner in order to maintain or develop a relationship between the Advisor and the company. The Sub-Committee may also determine a material conflict of interest exists for other reasons.

Baird’s duty is to vote proxies in the best interests of advisory clients. As noted above under the Proxy Voting Guidelines section, Baird will typically vote shares in accordance with the recommendations made by the independent proxy voting service, which generally mitigates conflicts. However, in situations where there is a conflict of interest and the independent proxy voting service does not provide a recommendation or there is a proxy challenge, the Sub-Committee will determine the nature and materiality of the conflict.

If the conflict is determined to not be material, the Sub-Committee will vote the proxy in a manner the Sub-Committee believes is in the best interests of the client and without consideration of any benefit to the Advisor or its affiliates.

If the conflict is determined to be material, the Sub-Committee will take one of the following steps to resolve the conflict: 1. Vote the securities in accordance with the recommendations of an independent third

party, such as ISS;

2. Refer the proxy to the advisory client or to a fiduciary of the advisory client for voting purposes;

3. Suggest that the advisory client engage another party to determine how the proxy should be voted;

4. If the matter is not addressed by the independent proxy voting service, vote in accordance with management’s recommendation; or

5. Abstain from voting.

VII. PROCEDURES The portfolio managers (or portfolio manager team) are responsible for:

casting the vote in a manner he/she believes is in the best interest of clients;

reviewing the proxy voting recommendation of the independent proxy voting services prior to casting a vote; and

completing the Proxy Voting Challenge Form and submitting on a timely basis the Proxy Voting Challenge Form to the Proxy Voting Sub-Committee when he/she believes the independent proxy voting service recommendation is not in the best interest of the client.

Baird Advisors Operations is responsible for:

providing instructions to each client’s custodian to send any proxy statements and related proxy cards to a representative in Baird Advisors Operations;

coordinating with a portfolio manager to obtain a voting recommendation, including obtaining a copy of the recommendation from the independent proxy voting service;

coordinating, with the assistance of the Compliance Department as needed, any Proxy Voting Sub-Committee meetings;

ensuring a conflicts check, with the assistance of the Compliance Department, is performed; and

ensuring the votes are cast in a timely manner.

VIII. DISCLOSURE TO CLIENTS

Baird will disclose to clients how they can obtain information from us on how client portfolio securities were voted. At the same time, we will provide a summary of these proxy voting policies and procedures to clients and, upon request, will provide them with a copy of the same. These disclosures will be made in Baird’s Form ADV Part 2A (Brochure).

IX. RECORDKEEPING The applicable department or department unit will maintain the following records with respect to proxy voting:

a copy of the proxy voting policies and procedures is maintained by the Compliance Department;

a copy of all proxy statements received is maintained through the SEC’s EDGAR system or by the Baird Advisors Operations team;

a record of each vote cast on behalf of an advisory client is maintained by the Baird Advisors Operations team;

a copy of any document prepared by Baird that was material to making a voting decision or that memorializes the basis for that decision is maintained by Baird Advisors Operations team or as part of the records of the Proxy Voting Sub-Committee;

a copy of each written advisory client request for information on how Baird voted proxies on the advisory client’s behalf is maintained by the Baird Advisors Operations team; and

a copy of any written response to any advisory client request (written or oral) for information on how proxies were voted on behalf of the requesting advisory client is maintained by Baird Advisors Operations team.

These books and records shall be made and maintained in accordance with the requirements and time periods provided in Rule 204-2 of the Advisers Act.

BAIRD EQUITY ASSET MANAGEMENT

BAIRD EQUITY AM’S PROXY VOTING POLICIES AND PROCEDURES

Revised Effective January 22, 2018

I. BACKGROUND

Rule 206(4)-6 under the Investment Advisers Act of 1940 (the “Advisers Act”) requires that, for an investment adviser to exercise voting authority with respect to client securities, the adviser must:

adopt and implement written policies and procedures that are reasonably designed to ensure that the adviser votes clients securities in the best interest of clients, which procedures must include how the adviser addresses material conflicts that may arise between the adviser’s interests and those of the adviser’s clients;

disclose to clients how they may obtain information from the adviser about how the adviser voted with respect to their securities; and

describe to clients the adviser’s proxy voting policies and procedures and, upon request, furnish a copy of the policies and procedures to the requesting client.

Rule 204-2 of the Advisers Act requires that registered investment advisers maintain records of its proxy voting policies and procedures; proxy statements received; votes cast on behalf of clients; client requests for proxy voting information; and documents prepared by the investment adviser that were material to making a voting decision.

II. POLICY

The Baird Equity Asset Management department (“Baird Equity AM”) of Robert W. Baird & Co. Incorporated (the “Advisor” or “Baird”) exercises voting authority with respect to securities held by advisory clients that have executed advisory agreements with Baird and that have delegated proxy voting authority to Baird. Baird owes these clients duties of care and loyalty. Baird’s duty of loyalty requires Baird to vote the proxies in a manner consistent with the best interests of advisory clients. While Baird uses its best efforts to vote proxies, there are instances when voting is not practical or is not, in Baird or the portfolio manager’s view, in the best interest of clients.

As a fiduciary, Baird will ascertain whether the independent proxy voting service has the capacity and competency to analyze proxy issues, which may include considering: the adequacy and quality of the independent proxy voting service’s staffing and personnel; the robustness of its policies and procedures regarding its ability to (i) ensure that its proxy voting recommendations are based on current and accurate information and (ii) identify and address any conflicts of interest. Further, Baird should ensure that these voting guidelines or recommendation policies are generally appropriate for the clients whose proxies are being voted.

III. PROXY VOTING COMMITTEE

Baird has established a Proxy Voting Committee (the “Committee”) to oversee Baird’s proxy voting practices, including oversight of the independent proxy voting service. The Committee has established a Proxy Committee Charter to describe its responsibilities under these policies and procedures. The Committee will review, at least annually, these Proxy Voting Policies and Procedures and its Charter. Further, the Committee will appoint a Sub-Committee for Baird’s Asset Management groups to consider proxy voting challenges made by its portfolio managers.

IV. PROXY VOTING GUIDELINES

Baird utilizes an independent provider of proxy voting and corporate governance service to analyze proxy materials and votes and make independent voting recommendations (the “independent proxy voting service”). Baird’s independent proxy voting service is currently Institutional Shareholder Services Inc. (“ISS”).The independent proxy voting service provides proxy voting guidelines regarding its position on various matters presented by companies to their shareholders for consideration. Baird will typically vote shares in accordance with the recommendations made by the independent proxy voting service. However, the independent proxy voting service’s guidelines are not exhaustive, do not address all potential voting issues, and do not necessarily correspond with the opinions of the portfolio managers.

In the event the portfolio manager believes the independent proxy voting service recommendation is not in the best interest of the client, he/she will bring the issue (a “proxy challenge”) to the Sub-Committee by completing a Proxy Vote Challenge Form, which describes, among other things, the issue(s) up for vote and the portfolio manager’s rationale for voting against the voting recommendation of the independent proxy voting service. The Sub-Committee will consider what is in the best interest of clients when evaluating the proxy challenge, including an evaluation of the portfolio manager’s rationale and any potential conflicts of interest. The decision made by the Sub-Committee on the proxy challenge will apply to all advisory accounts managed by the portfolio manager (or team of portfolio managers) that submitted the Proxy Voting Challenge Form, unless the client has directed Baird to utilize specific voting guidelines (e.g., Taft-Hartley guidelines). The decision on the issue will be communicated to the portfolio manager and, if the proxy challenge is approved, the Baird’s Proxy Support team will be notified to cast the votes in accordance with the Sub-Committee’s instructions.

For those matters for which the independent proxy voting service does not provide a specific voting recommendation, the portfolio manager will be responsible for casting the vote in a manner he/she believes is in the best interest of clients.

V. PROXY VOTING EXCEPTIONS

There are instances when voting is not practical or is not, in Baird or the portfolio manager’s view, in the best interest of clients. Some examples of these types of situations are described below:

Certain Foreign Companies. Voting proxies of companies located in some jurisdictions may involve several issues that can restrict or prevent the ability to vote such proxies or

entail additional costs, including, but not limited to: (i) requirements to vote proxies in person; (ii) restrictions on the sale of the securities for a period of time in proximity to the shareholder meeting; (iii) proxy statements and ballots being written in a language other than English; (iv) untimely notice of shareholder meetings; (v) restrictions on a foreigner’s ability to exercise votes; and (vi) requirements to provide local agents with a power of attorney to facilitate voting instructions. Baird will use a best efforts basis to vote proxies in these situations after weighing the costs and benefits of voting such proxies. Securities Lending Program. The voting rights for shares that are out on loan are transferred to the borrower and therefore the lender is not entitled to vote the lent shares at the shareholder meeting. In general, Baird believes the revenue received from the lending program outweighs the ability to vote. Therefore, when a client has into a securities lending program, Baird generally will not seek to recall the securities on loan for the purpose of voting the securities; however, Baird reserves the right to recall the shares on loan on a best efforts basis if the portfolio manager becomes aware of a proxy proposal where the proxy vote is materially important to the client’s account.

VI. CONFLICTS OF INTEREST

There may be instances where Baird’s interests conflict, or appear to conflict, with advisory client interests. For example, Baird (or a Baird affiliate) may manage a pension plan, administer employee benefit plans, or provide brokerage, underwriting, insurance or banking services to a company whose management is soliciting proxies. Or, for example, Baird (or Baird’s senior executive officers) may have business or personal relationships with corporate directors or candidates for directorship. There may be a concern that we would vote in favor of management because of our relationship with the company.

We generally believe a material conflict exists if a portfolio manager (or team of portfolio managers) (i) manages or is pursuing management of accounts that are affiliated with the company soliciting proxies, (ii) is aware of investment banking or other relationships that the Advisor has or is pursuing with the company soliciting proxies (or its senior officers) that may give Baird an incentive to vote as recommended by the company, or (iii) has been asked or directed by persons associated with the Advisor or the company soliciting proxies to vote proxies in a certain manner in order to maintain or develop a relationship between the Advisor and the company. The Sub-Committee may also determine a material conflict of interest exists for other reasons.

Baird’s duty is to vote proxies in the best interests of advisory clients. As noted above under the Proxy Voting Guidelines section, Baird will typically vote shares in accordance with the recommendations made by the independent proxy voting service, which generally mitigates conflicts. However, in situations where there is a conflict of interest and the independent proxy voting service does not provide a recommendation or there is a proxy challenge, the Sub-Committee will determine the nature and materiality of the conflict.

If the conflict is determined to not be material, the Sub-Committee will vote the proxy in a manner the Sub-Committee believes is in the best interests of the client and without consideration of any benefit to the Advisor or its affiliates.

If the conflict is determined to be material, the Sub-Committee will take one of the following steps to resolve the conflict: 1. Vote the securities in accordance with the recommendations of an independent third

party, such as ISS;

2. Refer the proxy to the advisory client or to a fiduciary of the advisory client for voting purposes;

3. Suggest that the advisory client engage another party to determine how the proxy should be voted;

4. If the matter is not addressed by the independent proxy voting service, vote in accordance with management’s recommendation; or

5. Abstain from voting.

VII. PROCEDURES The portfolio managers (or portfolio manager team) are responsible for:

casting the vote in a manner he/she believes is in the best interest of clients;

being familiar with the proxy voting guidelines of the independent proxy voting services; and

completing the Proxy Voting Challenge Form and submitting on a timely basis the Proxy Voting Challenge Form to the Proxy Voting Sub-Committee when he/she believes the independent proxy voting service recommendation is not in the best interest of the client.

Baird Equity AM Operations is responsible for:

ensuring a copy of the proxy voting guidelines (and/or changes made to such guidelines) established by the independent proxy voting service are distributed, at least annually, to the portfolio managers (or portfolio management teams);

distributing periodic reports to the portfolio managers (or portfolio management teams) on upcoming shareholder meetings to assist the portfolio managers in identifying proposals that may not necessarily correspond with the opinions of the portfolio managers (e.g., recommendations against management);

coordinating with the portfolio manager (or portfolio manager team) the voting recommendation for those matters for which the independent proxy voting service does not provide a specific voting recommendation;

coordinating, with the assistance of the Compliance Department as needed, any Proxy Voting Sub-Committee meetings;

ensuring a conflicts check is performed in situations where there is a proxy challenge or the independent proxy voting service does not provide a recommendation or there is a proxy challenge;

ensuring the results of any Sub-Committee meetings are communicated to the portfolio manager (or portfolio manager teams) and, if the proxy challenge is approved by the Sub-Committee, notifying Baird’s Proxy Support team to cast the votes in accordance with the Sub-Committee’s instructions;

confirming, when possible prior to the voting cut-off date, that Baird’s Proxy Support team properly recorded into the voting instructions into the proxy voting system (currently, ISS) for any approved proxy challenge or for any matters where the independent proxy voting service did not provide a recommendation; and

notifying the Proxy Support area of Baird’s Operations group when advisory client request for information on how Baird voted proxies on the advisory client’s behalf.

The Proxy Support area of Baird’s Operations group is responsible for:

sending to the Baird Equity AM Operations any proposals in which the third party proxy voting services has not provided a recommendation, and

recording or updating, based on the instructions received, the voting instructions in the proxy voting system for (i) any approved proxy voting challenges and (ii) any matters where the proxy voting service did not provide instructions.

VIII. DISCLOSURE TO CLIENTS

Baird will disclose to clients how they can obtain information from us on how client portfolio securities were voted. At the same time, we will provide a summary of these proxy voting policies and procedures to clients and, upon request, will provide them with a copy of the same. These disclosures will be made in Baird’s Form ADV Part 2A (Brochure).

IX. RECORDKEEPING The applicable department or department unit will maintain the following records with respect to proxy voting:

a copy of the proxy voting policies and procedures is maintained by the Compliance Department;

a copy of all proxy statements received is maintained through the proxy voting system (currently, ISS), the SEC’s EDGAR system or by the Proxy Support team;

a record of each vote cast on behalf of an advisory client is maintained through the proxy voting system (currently, ISS) or by the Proxy Support team

a copy of any document prepared by Baird that was material to making a voting decision or that memorializes the basis for that decision is maintained as part of the records of the Proxy Voting Sub-Committee;

a copy of each written advisory client request for information on how Baird voted proxies on the advisory client’s behalf is maintained by Baird Equity AM Operations; and

a copy of any written response to any advisory client request (written or oral) for information on how proxies were voted on behalf of the requesting advisory client is maintained by Baird Equity AM Operations.

These books and records shall be made and maintained in accordance with the requirements and time periods provided in Rule 204-2 of the Advisers Act.

Investment Company ReportMeeting Date Range: Report Date: 30-Aug-201901-Jul-2018 - 30-Jun-2019

Page 1 of 402

A.O. SMITH CORPORATION

Security: 831865209

Ticker: AOS

ISIN: US8318652091

Meeting Type: Annual

09-Apr-19Meeting Date:

Prop. # Proposal Proposedby

For/AgainstManagement's

Recommendation

Proposal Vote

Agenda Number: 934932991

BAIRD MIDCAP FUND

1. DIRECTOR

1 William P . Greubel For ForMgmt

2 Dr. Ilham Kadri For ForMgmt

3 Idelle K. Wolf For ForMgmt

4 Gene C. Wulf For ForMgmt

For ForMgmt2. Proposal to approve, by nonbinding advisoryvote, the compensation of our namedexecutive officers.

For ForMgmt3. Proposal to ratify the appointment of Ernst &Young LLP as the independent registeredpublic accounting firm of the corporation.


Page 2 of 402

AFFILIATED MANAGERS GROUP, INC.

Security: 008252108

Ticker: AMG

ISIN: US0082521081


29-May-19Meeting Date:



Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1a. Election of Director: Samuel T. Byrne

For ForMgmt1b. Election of Director: Dwight D. Churchill

For ForMgmt1c. Election of Director: Nathaniel Dalton

For ForMgmt1d. Election of Director: Glenn Earle

For ForMgmt1e. Election of Director: Niall Ferguson

For ForMgmt1f. Election of Director: Sean M. Healey

For ForMgmt1g. Election of Director: Tracy P. Palandjian

For ForMgmt1h. Election of Director: Patrick T. Ryan

For ForMgmt1i. Election of Director: Karen L. Yerburgh

For ForMgmt1j. Election of Director: Jide J. Zeitlin


Page 3 of 402


Proposal Vote For/AgainstManagement's

Recommendation

For ForMgmt2. To approve, by a non-binding advisory vote,the compensation of the Company's namedexecutive officers.

For ForMgmt3. To ratify the selection ofPricewaterhouseCoopers LLP as theCompany's independent registered publicaccounting firm for the current fiscal year.


Page 4 of 402

ALEXION PHARMACEUTICALS, INC.

Security: 015351109

Ticker: ALXN

ISIN: US0153511094





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

1. DIRECTOR

1 Felix J. Baker For ForMgmt

2 David R. Brennan For ForMgmt

3 Christopher J. Coughlin For ForMgmt

4 Deborah Dunsire For ForMgmt

5 Paul A. Friedman For ForMgmt

6 Ludwig N. Hantson For ForMgmt

7 John T. Mollen For ForMgmt

8 Francois Nader For ForMgmt

9 Judith A. Reinsdorf For ForMgmt

10 Andreas Rummelt For ForMgmt


Page 5 of 402



Recommendation

For ForMgmt2. Ratification of appointment by the Board ofDirectors of PricewaterhouseCoopers LLP asthe Company's independent registered publicaccounting firm.

For ForMgmt3. Approval of a non-binding advisory vote of the2018 compensation paid to Alexion's namedexecutive officers.

For AgainstShr4. Shareholder proposal requesting certainproxy access Bylaw amendments.


Page 6 of 402

ALIGN TECHNOLOGY, INC.

Security: 016255101

Ticker: ALGN

ISIN: US0162551016





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1a. Election of Director: Kevin J. Dallas

For ForMgmt1b. Election of Director: Joseph M. Hogan

For ForMgmt1c. Election of Director: Joseph Lacob

For ForMgmt1d. Election of Director: C. Raymond Larkin, Jr.

For ForMgmt1e. Election of Director: George J. Morrow

For ForMgmt1f. Election of Director: Thomas M. Prescott

For ForMgmt1g. Election of Director: Andrea L. Saia

For ForMgmt1h. Election of Director: Greg J. Santora

For ForMgmt1i. Election of Director: Susan E. Siegel

For ForMgmt1j. Election of Director: Warren S. Thaler


Page 7 of 402



Recommendation

For ForMgmt2. RATIFICATION OF APPOINTMENT OFINDEPENDENT REGISTERED PUBLICACCOUNTANTS: Proposal to ratify theappointment of PricewaterhouseCoopers LLPas Align Technology, Inc.'s independentregistered public accountants for the fiscalyear ending December 31, 2019.

Against AgainstMgmt3. ADVISORY VOTE TO APPROVE NAMEDEXECUTIVE OFFICER COMPENSATION.


Page 8 of 402

ARISTA NETWORKS, INC.

Security: 040413106

Ticker: ANET

ISIN: US0404131064





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

1. DIRECTOR

1 Charles Giancarlo Withheld AgainstMgmt

2 Ann Mather Withheld AgainstMgmt

3 Daniel Scheinman Withheld AgainstMgmt

For ForMgmt2. Approval on an advisory basis of thecompensation of the named executiveofficers.

For ForMgmt3. To ratify the appointment of Ernst & YoungLLP as our independent registered publicaccounting firm for our fiscal year endingDecember 31, 2019.


Page 9 of 402

ARTHUR J. GALLAGHER & CO.

Security: 363576109

Ticker: AJG

ISIN: US3635761097





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1a. Election of Director: Sherry S. Barrat

For ForMgmt1b. Election of Director: William L. Bax

For ForMgmt1c. Election of Director: D. John Coldman

For ForMgmt1d. Election of Director: Frank E. English, Jr.

For ForMgmt1e. Election of Director: J. Patrick Gallagher, Jr.

For ForMgmt1f. Election of Director: David S. Johnson

For ForMgmt1g. Election of Director: Kay W. McCurdy

For ForMgmt1h. Election of Director: Ralph J. Nicoletti

For ForMgmt1i. Election of Director: Norman L. Rosenthal

For ForMgmt2. Ratification of the Appointment of Ernst &Young LLP as our Independent Auditor for thefiscal year ending December 31, 2019.


Page 10 of 402



Recommendation

For ForMgmt3. Approval, on an Advisory Basis, of theCompensation of our Named ExecutiveOfficers.


Page 11 of 402

BROADRIDGE FINANCIAL SOLUTIONS, INC.

Security: 11133T103

Ticker: BR

ISIN: US11133T1034


08-Nov-18Meeting Date:



Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1a) Election of Director: Leslie A. Brun

For ForMgmt1b) Election of Director: Pamela L. Carter

For ForMgmt1c) Election of Director: Richard J. Daly

For ForMgmt1d) Election of Director: Robert N. Duelks

For ForMgmt1e) Election of Director: Brett A. Keller

For ForMgmt1f) Election of Director: Stuart R. Levine

For ForMgmt1g) Election of Director: Maura A. Markus

For ForMgmt1h) Election of Director: Thomas J. Perna

For ForMgmt1i) Election of Director: Alan J. Weber

For ForMgmt2) Advisory vote to approve the compensation ofthe Company's Named Executive Officers(the Say on Pay Vote).


Page 12 of 402



Recommendation

For ForMgmt3) To approve the 2018 Omnibus Award Plan.

For ForMgmt4) To ratify the appointment of Deloitte & ToucheLLP as the Company's independentregistered public accountants for the fiscalyear ending June 30, 2019.


Page 13 of 402

BURLINGTON STORES, INC.

Security: 122017106

Ticker: BURL

ISIN: US1220171060





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1.1 Election of Class III Director: John J.Mahoney

For ForMgmt1.2 Election of Class III Director: Laura J. Sen

For ForMgmt1.3 Election of Class III Director: Paul J. Sullivan

For ForMgmt2. Ratification of appointment of Deloitte &Touche LLP as the Company's independentregistered certified public accounting firm forthe fiscal year ending February 1, 2020.

For ForMgmt3. Approval, on a non-binding, advisory basis, ofthe compensation of the Company's namedexecutive officers.


Page 14 of 402

BWX TECHNOLOGIES, INC.

Security: 05605H100

Ticker: BWXT

ISIN: US05605H1005





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1a. Election of Class III Director: John A. Fees

For ForMgmt1b. Election of Class III Director: Robb A.LeMasters

For ForMgmt2. Amendment of the BWX Technologies, Inc.Restated Certificate of Incorporation todeclassify the Board of Directors and providefor the annual election of directors.

For ForMgmt3. Advisory vote on compensation of our NamedExecutive Officers.

For ForMgmt4. Ratification of Appointment of IndependentRegistered Public Accounting Firm for theyear ending December 31, 2019.


Page 15 of 402

CABLE ONE, INC.

Security: 12685J105

Ticker: CABO

ISIN: US12685J1051





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1a. Election of Director: Brad D. Brian

For ForMgmt1b. Election of Director: Julia M. Laulis

For ForMgmt1c. Election of Director: Katharine B. Weymouth

For ForMgmt2. To ratify the appointment ofPricewaterhouseCoopers LLP as theindependent registered public accounting firmof the Company for the year endingDecember 31, 2019

For ForMgmt3. To approve, on a non-binding advisory basis,the compensation of the Company's namedexecutive officers for 2018


Page 16 of 402

CDW CORP

Security: 12514G108

Ticker: CDW

ISIN: US12514G1085





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1a. Election of Class III Director: Lynda M.Clarizio

For ForMgmt1b. Election of Class III Director: Christine A.Leahy

For ForMgmt1c. Election of Class III Director: Thomas E.Richards

For ForMgmt1d. Election of Class III Director: Joseph R.Swedish

For ForMgmt2. To approve, on an advisory basis, namedexecutive officer compensation.

For ForMgmt3. To ratify the selection of Ernst & Young LLPas the Company's independent registeredpublic accounting firm for the year endingDecember 31, 2019.


Page 17 of 402

CINTAS CORPORATION

Security: 172908105

Ticker: CTAS

ISIN: US1729081059


30-Oct-18Meeting Date:



Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1a. Election of Director: Gerald S. Adolph

For ForMgmt1b. Election of Director: John F. Barrett

For ForMgmt1c. Election of Director: Melanie W. Barstad

For ForMgmt1d. Election of Director: Robert E. Coletti

For ForMgmt1e. Election of Director: Scott D. Farmer

For ForMgmt1f. Election of Director: James J. Johnson

For ForMgmt1g. Election of Director: Joseph Scaminace

For ForMgmt1h. Election of Director: Ronald W. Tysoe


For ForMgmt3. To ratify Ernst & Young LLP as ourindependent registered public accounting firmfor fiscal year 2019.


Page 18 of 402

D.R. HORTON, INC.

Security: 23331A109

Ticker: DHI

ISIN: US23331A1097


23-Jan-19Meeting Date:



Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1a. Election of Director: Donald R. Horton

For ForMgmt1b. Election of Director: Barbara K. Allen

For ForMgmt1c. Election of Director: Brad S. Anderson

For ForMgmt1d. Election of Director: Michael R. Buchanan

For ForMgmt1e. Election of Director: Michael W. Hewatt

For ForMgmt2. Approval of the advisory resolution onexecutive compensation.

For ForMgmt3. Ratify the appointment of Ernst & Young LLPas our independent registered publicaccounting firm.


Page 19 of 402

DIAMONDBACK ENERGY, INC.

Security: 25278X109

Ticker: FANG

ISIN: US25278X1090

Meeting Type: Special

27-Nov-18Meeting Date:



Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1. Proposal to approve the issuance ofDiamondback Energy, Inc. ("Diamondback")common stock in connection with the mergerbetween a wholly owned subsidiary ofDiamondback and Energen Corporation, ascontemplated by the merger agreement,dated August 14, 2018.


Page 20 of 402

DIAMONDBACK ENERGY, INC.

Security: 25278X109

Ticker: FANG

ISIN: US25278X1090


06-Jun-19Meeting Date:



Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1A Election of Director: Steven E. West

For ForMgmt1B Election of Director: Travis D. Stice

For ForMgmt1C Election of Director: Michael L. Hollis

For ForMgmt1D Election of Director: Michael P. Cross

For ForMgmt1E Election of Director: David L. Houston

For ForMgmt1F Election of Director: Mark L. Plaumann

For ForMgmt1G Election of Director: Melanie M. Trent

For ForMgmt2. Proposal to approve the Company's 2019Amended and Restated Equity Incentive Plan

For ForMgmt3. Proposal to approve, on an advisory basis,the compensation paid to the Company'snamed executive officers

For ForMgmt4. Proposal to ratify the appointment of GrantThornton LLP as the Company's independentauditors for the fiscal year ending December31, 2019


Page 21 of 402

DOLLAR GENERAL CORPORATION

Security: 256677105

Ticker: DG

ISIN: US2566771059





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1a. Election of Director: Warren F. Bryant

For ForMgmt1b. Election of Director: Michael M. Calbert

For ForMgmt1c. Election of Director: Sandra B. Cochran

For ForMgmt1d. Election of Director: Patricia D. Fili-Krushel

For ForMgmt1e. Election of Director: Timothy I. McGuire

For ForMgmt1f. Election of Director: William C. Rhodes, III

For ForMgmt1g. Election of Director: Ralph E. Santana

For ForMgmt1h. Election of Director: Todd J. Vasos

For ForMgmt2. To approve, on an advisory (non-binding)basis, the compensation of Dollar GeneralCorporation's named executive officers asdisclosed in the proxy statement.


Page 22 of 402



Recommendation

For ForMgmt3. To ratify the appointment of Ernst & YoungLLP as Dollar General Corporation'sindependent registered public accounting firmfor fiscal 2019.


Page 23 of 402

EAST WEST BANCORP, INC.

Security: 27579R104

Ticker: EWBC

ISIN: US27579R1041





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

1. DIRECTOR

1 Molly Campbell For ForMgmt

2 Iris S. Chan For ForMgmt

3 Rudolph I. Estrada For ForMgmt

4 Paul H. Irving For ForMgmt

5 Herman Y. Li For ForMgmt

6 Jack C. Liu For ForMgmt

7 Dominic Ng For ForMgmt

8 Lester M. Sussman For ForMgmt

For ForMgmt2. To approve, on an advisory basis, ourexecutive compensation for 2018.

For ForMgmt3. To ratify the appointment of KPMG LLP as theCompany's independent registered publicaccounting firm for the fiscal year endingDecember 31, 2019.


Page 24 of 402

EDWARDS LIFESCIENCES CORPORATION

Security: 28176E108

Ticker: EW

ISIN: US28176E1082





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1a. Election of Director: Michael A. Mussallem

For ForMgmt1b. Election of Director: Kieran T. Gallahue

For ForMgmt1c. Election of Director: Leslie S. Heisz

For ForMgmt1d. Election of Director: William J. Link, Ph.D.

For ForMgmt1e. Election of Director: Steven R. Loranger

For ForMgmt1f. Election of Director: Martha H. Marsh

For ForMgmt1g. Election of Director: Wesley W. von Schack

For ForMgmt1h. Election of Director: Nicholas J. Valeriani

For ForMgmt2. ADVISORY VOTE TO APPROVECOMPENSATION OF NAMED EXECUTIVEOFFICERS

For ForMgmt3. RATIFICATION OF APPOINTMENT OFINDEPENDENT REGISTERED PUBLICACCOUNTING FIRM


Page 25 of 402



Recommendation

Against ForShr4. ADVISORY VOTE ON A STOCKHOLDERPROPOSAL REGARDING ANINDEPENDENT CHAIR POLICY


Page 26 of 402

EPAM SYSTEMS, INC.

Security: 29414B104

Ticker: EPAM

ISIN: US29414B1044





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

1. DIRECTOR

1 Richard Michael Mayoras For ForMgmt

2 Karl Robb For ForMgmt

3 Helen Shan For ForMgmt

For ForMgmt2. To ratify the appointment of Deloitte & ToucheLLP as the Company's IndependentRegistered Public Accounting Firm for thefiscal year ending December 31, 2019.

For ForMgmt3. To approve, on an advisory and non-bindingbasis, the compensation for our namedexecutive officers as disclosed in this ProxyStatement.


Page 27 of 402

ETSY, INC.

Security: 29786A106

Ticker: ETSY

ISIN: US29786A1060





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

Abstain AgainstMgmt1a. Election of Class I Director: Jonathan D. Klein

Abstain AgainstMgmt1b. Election of Class I Director: Margaret M.Smyth

For ForMgmt2. Ratification of the appointment ofPricewaterhouseCoopers LLP as ourindependent registered public accounting firmfor the fiscal year ending December 31, 2019.

For ForMgmt3. Advisory vote to approve executivecompensation.


Page 28 of 402

EURONET WORLDWIDE, INC.

Security: 298736109

Ticker: EEFT

ISIN: US2987361092





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

1. DIRECTOR

1 Michael J. Brown For ForMgmt

2 Andrew B. Schmitt For ForMgmt

3 M. Jeannine Strandjord For ForMgmt

For ForMgmt2. Ratification of the appointment of KPMG LLPas Euronet's independent registered publicaccounting firm for the year ending December31, 2019.

For ForMgmt3. Advisory vote on executive compensation.


Page 29 of 402

FASTENAL COMPANY

Security: 311900104

Ticker: FAST

ISIN: US3119001044





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1a. Election of Director: Willard D. Oberton

For ForMgmt1b. Election of Director: Michael J. Ancius

For ForMgmt1c. Election of Director: Michael J. Dolan

For ForMgmt1d. Election of Director: Stephen L. Eastman

For ForMgmt1e. Election of Director: Daniel L. Florness

For ForMgmt1f. Election of Director: Rita J. Heise

For ForMgmt1g. Election of Director: Darren R. Jackson

For ForMgmt1h. Election of Director: Daniel L. Johnson

For ForMgmt1i. Election of Director: Scott A. Satterlee

For ForMgmt1j. Election of Director: Reyne K. Wisecup


Page 30 of 402



Recommendation

For ForMgmt2. Ratification of the appointment of KPMG LLPas independent registered public accountingfirm for the 2019 fiscal year.

For ForMgmt3. Approval, by non-binding vote, of executivecompensation.

For AgainstShr4. A shareholder proposal related to diversityreporting.


Page 31 of 402

FISERV, INC.

Security: 337738108

Ticker: FISV

ISIN: US3377381088





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1. To approve the issuance of shares of Fiserv,Inc. common stock in connection with thetransactions contemplated by the Agreementand Plan of Merger, dated January 16, 2019,by and among Fiserv, Inc., 300 Holdings, Inc.,and First Data Corporation.

For ForMgmt2. To adjourn the special meeting, if necessaryor appropriate, to solicit additional proxies if,immediately prior to such adjournment,sufficient votes to approve Proposal 1 havenot been obtained.


Page 32 of 402

FISERV, INC.

Security: 337738108

Ticker: FISV

ISIN: US3377381088





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

1. DIRECTOR

1 Alison Davis For ForMgmt

2 Harry F. DiSimone For ForMgmt

3 John Y. Kim For ForMgmt

4 Dennis F. Lynch For ForMgmt

5 Denis J. O'Leary For ForMgmt

6 Glenn M. Renwick For ForMgmt

7 Kim M. Robak For ForMgmt

8 JD Sherman For ForMgmt

9 Doyle R. Simons For ForMgmt

10 Jeffery W. Yabuki For ForMgmt

For ForMgmt2. To approve the Fiserv, Inc. Amended andRestated Employee Stock Purchase Plan.


Page 33 of 402



Recommendation

For ForMgmt3. To approve, on an advisory basis, thecompensation of the named executive officersof Fiserv, Inc.

For ForMgmt4. To ratify the appointment of Deloitte & ToucheLLP as the independent registered publicaccounting firm of Fiserv, Inc. for 2019.

For AgainstShr5. A shareholder proposal requesting thecompany provide a political contributionreport.


Page 34 of 402

GARTNER, INC.

Security: 366651107

Ticker: IT

ISIN: US3666511072





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1a. Election of Director: Peter E. Bisson

For ForMgmt1b. Election of Director: Richard J. Bressler

For ForMgmt1c. Election of Director: Raul E. Cesan

For ForMgmt1d. Election of Director: Karen E. Dykstra

For ForMgmt1e. Election of Director: Anne Sutherland Fuchs

For ForMgmt1f. Election of Director: William O. Grabe

For ForMgmt1g. Election of Director: Eugene A. Hall

For ForMgmt1h. Election of Director: Stephen G. Pagliuca

For ForMgmt1i. Election of Director: Eileen Serra

For ForMgmt1j. Election of Director: James C. Smith


Page 35 of 402



Recommendation

For ForMgmt2. Approve, on an advisory basis, thecompensation of our named executiveofficers.

For ForMgmt3. Ratify the appointment of KPMG LLP as theCompany's independent registered publicaccounting firm for fiscal 2019.


Page 36 of 402

GLOBAL PAYMENTS INC.

Security: 37940X102

Ticker: GPN

ISIN: US37940X1028





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1A Election of Class I Director: Mitchell L. Hollin

For ForMgmt1B Election of Class I Director: Ruth AnnMarshall

Against AgainstMgmt2. To approve, on an advisory basis, thecompensation of our named executive officersfor 2018.

For ForMgmt3. To ratify the reappointment of Deloitte &Touche LLP as the Company's independentpublic accounting firm for the year endingDecember 31, 2019.


Page 37 of 402

GRACO INC.

Security: 384109104

Ticker: GGG

ISIN: US3841091040





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1a. Election of Director: Eric P. Etchart

For ForMgmt1b. Election of Director: Jody H. Feragen

For ForMgmt1c. Election of Director: J. Kevin Gilligan

For ForMgmt2. Ratification of appointment of Deloitte &Touche LLP as the Company's independentregistered accounting firm.

For ForMgmt3. Approval, on an advisory basis, of thecompensation paid to our named executiveofficers as disclosed in the Proxy Statement.

For ForMgmt4. Approval of the Graco Inc. 2019 StockIncentive Plan.


Page 38 of 402

HASBRO, INC.

Security: 418056107

Ticker: HAS

ISIN: US4180561072





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1a. Election of Director For Term Expiring in 2020:Kenneth A. Bronfin

For ForMgmt1b. Election of Director For Term Expiring in 2020:Michael R. Burns

For ForMgmt1c. Election of Director For Term Expiring in 2020:Hope F. Cochran

For ForMgmt1d. Election of Director For Term Expiring in 2020:Crispin H. Davis

For ForMgmt1e. Election of Director For Term Expiring in 2020:John A. Frascotti

For ForMgmt1f. Election of Director For Term Expiring in 2020:Lisa Gersh

For ForMgmt1g. Election of Director For Term Expiring in 2020:Brian D. Goldner

For ForMgmt1h. Election of Director For Term Expiring in 2020:Alan G. Hassenfeld

For ForMgmt1i. Election of Director For Term Expiring in 2020:Tracy A. Leinbach

For ForMgmt1j. Election of Director For Term Expiring in 2020:Edward M. Philip


Page 39 of 402



Recommendation

For ForMgmt1k. Election of Director For Term Expiring in 2020:Richard S. Stoddart

For ForMgmt1l. Election of Director For Term Expiring in 2020:Mary Beth West

For ForMgmt1m. Election of Director For Term Expiring in 2020:Linda K. Zecher

For ForMgmt2. The adoption, on an advisory basis, of aresolution approving the compensation of theNamed Executive Officers of Hasbro, Inc., asdescribed in the "Compensation Discussionand Analysis" and "Executive Compensation"sections of the 2019 Proxy Statement.

For ForMgmt3. Ratification of the selection of KPMG LLP asHasbro, Inc.'s independent registered publicaccounting firm for fiscal 2019.


Page 40 of 402

ICON PLC

Security: G4705A100

Ticker: ICLR

ISIN: IE0005711209


24-Jul-18Meeting Date:



Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1.1 Election of Director: Mr. Ciaran Murray

For ForMgmt1.2 Election of Director: Mr. Declan McKeon

For ForMgmt1.3 Election of Director: Mr. Eugene McCague

For ForMgmt1.4 Election of Director: Ms. Joan Garahy

For ForMgmt2 To review the Company's affairs and considerthe Accounts and Reports

For ForMgmt3 To authorise the fixing of the Auditors'Remuneration

For ForMgmt4 To authorise the Company to allot shares

For ForMgmt5 To disapply the statutory pre-emption rights

For ForMgmt6 To disapply the statutory pre-emption rightsfor funding capital investment or acquisitions

For ForMgmt7 To authorise the Company to make marketpurchases of Shares


Page 41 of 402



Recommendation

For ForMgmt8 To authorise the price range at which theCompany can reissue shares that it holds astreasury shares


Page 42 of 402

IDEX CORPORATION

Security: 45167R104

Ticker: IEX

ISIN: US45167R1041





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

1. DIRECTOR

1 ERNEST J. MROZEK For ForMgmt

2 L. L. SATTERTHWAITE For ForMgmt

3 DAVID C. PARRY For ForMgmt

For ForMgmt2. Advisory vote to approve named executiveofficer compensation.

For ForMgmt3. Ratification of the appointment of Deloitte &Touche LLP as our independent registeredaccounting firm for 2019.


Page 43 of 402

IDEXX LABORATORIES, INC.

Security: 45168D104

Ticker: IDXX

ISIN: US45168D1046





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1a. Election of Director: Jonathan W. Ayers

For ForMgmt1b. Election of Director: Stuart M. Essig, PhD

For ForMgmt1c. Election of Director: M. Anne Szostak

For ForMgmt2. Ratification of Appointment of IndependentRegistered Public Accounting Firm. To ratifythe selection of PricewaterhouseCoopers LLPas the Company's independent registeredpublic accounting firm for the current fiscalyear.

For ForMgmt3. Advisory Vote on Executive Compensation. Toapprove a nonbinding advisory resolution onthe Company's executive compensation.


Page 44 of 402

INSULET CORPORATION

Security: 45784P101

Ticker: PODD

ISIN: US45784P1012





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

1. DIRECTOR

1 Jessica Hopfield, Ph.D. For ForMgmt

2 David Lemoine For ForMgmt

For ForMgmt2. To approve, on a non-binding, advisory basis,the compensation of certain executiveofficers.

For ForMgmt3. To approve an amendment to the Company's2007 Employee Stock Purchase Plan to,among other things, increase the aggregatenumber of shares authorized for issuanceunder such plan by 500,000 shares.

For ForMgmt4. To ratify the appointment of Grant ThorntonLLP as the Company's independentregistered public accounting firm for the fiscalyear ending December 31, 2019.


Page 45 of 402

JAZZ PHARMACEUTICALS PLC

Security: G50871105

Ticker: JAZZ

ISIN: IE00B4Q5ZN47


02-Aug-18Meeting Date:



Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1a. Election of Director: Peter Gray

For ForMgmt1b. Election of Director: Kenneth W. O'Keefe

For ForMgmt1c. Election of Director: Elmar Schnee

For ForMgmt1d. Election of Director: Catherine A. Sohn

For ForMgmt2. To ratify, on a non-binding advisory basis, theappointment of KPMG, Dublin as theindependent auditors of JazzPharmaceuticals plc for the fiscal year endingDecember 31, 2018 and to authorize, in abinding vote, the board of directors, actingthrough the audit committee, to determine theindependent auditors' remuneration.

For ForMgmt3. To approve, on a non-binding advisory basis,the compensation of Jazz Pharmaceuticalsplc's named executive officers as disclosed inthe proxy statement.

1 Year ForMgmt4. To indicate, on a non-binding advisory basis,the preferred frequency of the advisory voteon the compensation of Jazz Pharmaceuticalsplc's named executive officers.


Page 46 of 402

KEYSIGHT TECHNOLOGIES, INC.

Security: 49338L103

Ticker: KEYS

ISIN: US49338L1035


21-Mar-19Meeting Date:



Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1.1 Election of Director: James G. Cullen

For ForMgmt1.2 Election of Director: Jean M. Halloran

For ForMgmt2. To ratify the Audit and Finance Committee'sappointment of PricewaterhouseCoopers LLPas Keysight's independent public accountingfirm.

For ForMgmt3. To approve, on an advisory basis, thecompensation of Keysight's named executiveofficers.


Page 47 of 402

LAMB WESTON HOLDINGS, INC.

Security: 513272104

Ticker: LW

ISIN: US5132721045


27-Sep-18Meeting Date:



Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1a. Election of Director: Peter J. Bensen

For ForMgmt1b. Election of Director: Charles A. Blixt

For ForMgmt1c. Election of Director: Andre J. Hawaux

For ForMgmt1d. Election of Director: W.G. Jurgensen

For ForMgmt1e. Election of Director: Thomas P. Maurer

For ForMgmt1f. Election of Director: Hala G. Moddelmog

For ForMgmt1g. Election of Director: Andrew J. Schindler

For ForMgmt1h. Election of Director: Maria Renna Sharpe

For ForMgmt1i. Election of Director: Thomas P. Werner

For ForMgmt2. Advisory Vote to Approve ExecutiveCompensation.


Page 48 of 402



Recommendation

For ForMgmt3. Ratification of the Appointment of KPMG LLPas Independent Auditors for Fiscal Year 2019.


Page 49 of 402

LITTELFUSE, INC.

Security: 537008104

Ticker: LFUS

ISIN: US5370081045





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1a. Election of Director: Kristina Cerniglia

For ForMgmt1b. Election of Director: T. J. Chung

For ForMgmt1c. Election of Director: Cary Fu

For ForMgmt1d. Election of Director: Anthony Grillo

For ForMgmt1e. Election of Director: David Heinzmann

For ForMgmt1f. Election of Director: Gordon Hunter

For ForMgmt1g. Election of Director: John Major

For ForMgmt1h. Election of Director: William Noglows

For ForMgmt1i. Election of Director: Nathan Zommer



Page 50 of 402



Recommendation

For ForMgmt3. Approve and ratify the appointment of GrantThornton LLP as the Company's independentauditors for 2019.


Page 51 of 402

MARKETAXESS HOLDINGS INC.

Security: 57060D108

Ticker: MKTX

ISIN: US57060D1081





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1a. Election of Director: Richard M. McVey

For ForMgmt1b. Election of Director: Nancy Altobello

For ForMgmt1c. Election of Director: Steven L. Begleiter

For ForMgmt1d. Election of Director: Stephen P. Casper

For ForMgmt1e. Election of Director: Jane Chwick

For ForMgmt1f. Election of Director: Christopher R.Concannon

For ForMgmt1g. Election of Director: William F. Cruger

For ForMgmt1h. Election of Director: Richard G. Ketchum

For ForMgmt1i. Election of Director: Emily H. Portney

For ForMgmt1j. Election of Director: John Steinhardt


Page 52 of 402



Recommendation

For ForMgmt2. To ratify the appointment ofPricewaterhouseCoopers LLP as theCompany's independent registered publicaccounting firm for the year ending December31, 2019.

Against AgainstMgmt3. To approve, on an advisory basis, thecompensation of the Company's namedexecutive officers as disclosed in the 2019Proxy Statement.


Page 53 of 402

MERCURY SYSTEMS, INC.

Security: 589378108

Ticker: MRCY

ISIN: US5893781089





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

1. DIRECTOR

1 George K. Muellner For ForMgmt

2 Vincent Vitto For ForMgmt

For ForMgmt2. To approve, on an advisory basis, thecompensation of our named executiveofficers.

For ForMgmt3. To approve our 2018 Stock Incentive Plan.

For ForMgmt4. To ratify the appointment of KPMG LLP as ourindependent registered public accounting firmfor fiscal year 2019.


Page 54 of 402

MICROCHIP TECHNOLOGY INCORPORATED

Security: 595017104

Ticker: MCHP

ISIN: US5950171042





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1.1 Election of Director: Steve Sanghi

For ForMgmt1.2 Election of Director: Matthew W. Chapman

For ForMgmt1.3 Election of Director: L.B. Day

For ForMgmt1.4 Election of Director: Esther L. Johnson

For ForMgmt1.5 Election of Director: Wade F. Meyercord

For ForMgmt2. Proposal to ratify the appointment of Ernst &Young LLP as the independent registeredpublic accounting firm of Microchip for thefiscal year ending March 31, 2019.

For ForMgmt3. Proposal to approve, on an advisory (non-binding) basis, the compensation of ournamed executives.


Page 55 of 402

MONOLITHIC POWER SYSTEMS, INC.

Security: 609839105

Ticker: MPWR

ISIN: US6098391054





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

1. DIRECTOR

1 Michael Hsing For ForMgmt

2 Herbert Chang For ForMgmt

For ForMgmt2. Ratify the appointment of Ernst & Young LLPas our independent registered publicaccounting firm for the fiscal year endingDecember 31, 2019.

For ForMgmt3. Approve, on an advisory basis, the executivecompensation.


Page 56 of 402

O'REILLY AUTOMOTIVE, INC.

Security: 67103H107

Ticker: ORLY

ISIN: US67103H1077





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1a. Election of Director: David O'Reilly

For ForMgmt1b. Election of Director: Larry O'Reilly

For ForMgmt1c. Election of Director: Rosalie O'Reilly Wooten

For ForMgmt1d. Election of Director: Greg Henslee

For ForMgmt1e. Election of Director: Jay D. Burchfield

For ForMgmt1f. Election of Director: Thomas T. Hendrickson

For ForMgmt1g. Election of Director: John R. Murphy

For ForMgmt1h. Election of Director: Dana M. Perlman

For ForMgmt1i. Election of Director: Andrea M. Weiss



Page 57 of 402



Recommendation

For ForMgmt3. Ratification of appointment of Ernst & YoungLLP, as independent auditors for the fiscalyear ending December 31, 2019.

For AgainstShr4. Shareholder proposal entitled "SpecialShareholder Meetings."


Page 58 of 402

OLLIE'S BARGAIN OUTLET HOLDINGS, INC.

Security: 681116109

Ticker: OLLI

ISIN: US6811161099





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1A. Election of Class I Director: StanleyFleishman

For ForMgmt1B. Election of Class I Director: Stephen White

For ForMgmt2. To approve named executive officercompensation.

For ForMgmt3. To approve amendments to the Company'scertificate of incorporation to declassify theBoard by the 2022 Annual Meeting ofStockholders.

For ForMgmt4. To approve amendments to the Company'scertificate of incorporation to eliminatesupermajority voting provisions

For ForMgmt5. To approve amendments to the Company'scertificate of incorporation to eliminateobsolete provisions

For ForMgmt6. Ratification of the appointment of KPMG LLPas the Company's independent registeredpublic accounting firm for the fiscal yearending February 1, 2020


Page 59 of 402

POOL CORPORATION

Security: 73278L105

Ticker: POOL

ISIN: US73278L1052





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1a. Election of Director: Andrew W. Code

For ForMgmt1b. Election of Director: Timothy M. Graven

For ForMgmt1c. Election of Director: Debra S. Oler

For ForMgmt1d. Election of Director: Manuel J. Perez de laMesa

For ForMgmt1e. Election of Director: Harlan F. Seymour

For ForMgmt1f. Election of Director: Robert C. Sledd

For ForMgmt1g. Election of Director: John E. Stokely

For ForMgmt1h. Election of Director: David G. Whalen

For ForMgmt2. Ratification of the retention of Ernst & YoungLLP, certified public accountants, as ourindependent registered public accounting firmfor the 2019 fiscal year.

For ForMgmt3. Say-on-pay vote: Advisory vote to approveexecutive compensation as disclosed in theproxy statement.


Page 60 of 402

REALPAGE, INC.

Security: 75606N109

Ticker: RP

ISIN: US75606N1090





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

1. DIRECTOR

1 Stephen T. Winn For ForMgmt

2 Jason A. Wright For ForMgmt

For ForMgmt2. Proposal to ratify independent publicaccounting firm for 2019.

For ForMgmt3. Say on Pay - An advisory (non-binding) voteon the approval of executive compensation.


Page 61 of 402

RED HAT, INC.

Security: 756577102

Ticker: RHT

ISIN: US7565771026





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1.1 Election of Director: Sohaib Abbasi

For ForMgmt1.2 Election of Director: W. Steve Albrecht

For ForMgmt1.3 Election of Director: Charlene T. Begley

For ForMgmt1.4 Election of Director: Narendra K. Gupta

For ForMgmt1.5 Election of Director: Kimberly L. Hammonds

For ForMgmt1.6 Election of Director: William S. Kaiser

For ForMgmt1.7 Election of Director: James M. Whitehurst

For ForMgmt1.8 Election of Director: Alfred W. Zollar

For ForMgmt2. To approve, on an advisory basis, a resolutionrelating to Red Hat's executive compensation

For ForMgmt3. To ratify the selection ofPricewaterhouseCoopers LLP as Red Hat'sindependent registered public accounting firmfor the fiscal year ending February 28, 2019


Page 62 of 402

ROCKWELL AUTOMATION, INC.

Security: 773903109

Ticker: ROK

ISIN: US7739031091


05-Feb-19Meeting Date:



Recommendation

Proposal Vote


BAIRD MIDCAP FUND

A. DIRECTOR

1 Blake D. Moret For ForMgmt

2 Thomas W. Rosamilia For ForMgmt

3 Patricia A. Watson For ForMgmt

For ForMgmtB. To approve the selection of Deloitte & ToucheLLP as the Corporation's independentregistered public accounting firm.

For ForMgmtC. To approve, on an advisory basis, thecompensation of the Corporation's namedexecutive officers.


Page 63 of 402

SERVICENOW, INC.

Security: 81762P102

Ticker: NOW

ISIN: US81762P1021





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1a. Election of director: Teresa Briggs

For ForMgmt1b. Election of director: Paul E. Chamberlain

For ForMgmt1c. Election of director: Tamar O. Yehoshua

For ForMgmt2. To approve, on an advisory basis, thecompensation of our Named ExecutiveOfficers ("Say-on-Pay").

For ForMgmt3. Ratification of PricewaterhouseCoopers LLPas the independent registered publicaccounting firm for 2019.


Page 64 of 402

SYNOPSYS, INC.

Security: 871607107

Ticker: SNPS

ISIN: US8716071076





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

1. DIRECTOR

1 Aart J. de Geus For ForMgmt

2 Chi-Foon Chan For ForMgmt

3 Janice D. Chaffin For ForMgmt

4 Bruce R. Chizen For ForMgmt

5 Mercedes Johnson For ForMgmt

6 Chrysostomos L. Nikias For ForMgmt

7 John Schwarz For ForMgmt

8 Roy Vallee For ForMgmt

9 Steven C. Walske For ForMgmt

For ForMgmt2. To approve our 2006 Employee EquityIncentive Plan, as amended, in order to,among other items, increase the number ofshares available for issuance under the planby 3,200,000 shares.


Page 65 of 402



Recommendation

For ForMgmt3. To approve, on an advisory basis, thecompensation of our named executiveofficers, as disclosed in the Proxy Statement.

For ForMgmt4. To ratify the selection of KPMG LLP as ourindependent registered public accounting firmfor the fiscal year ending November 2, 2019.


Page 66 of 402

THE COOPER COMPANIES, INC.

Security: 216648402

Ticker: COO

ISIN: US2166484020





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1A. Election of Director: A. Thomas Bender

For ForMgmt1B. Election of Director: Colleen E. Jay

For ForMgmt1C. Election of Director: Michael H. Kalkstein

For ForMgmt1D. Election of Director: William A. Kozy

For ForMgmt1E. Election of Director: Jody S. Lindell

For ForMgmt1F. Election of Director: Gary S. Petersmeyer

For ForMgmt1G. Election of Director: Allan E. Rubenstein, M.D.

For ForMgmt1H. Election of Director: Robert S. Weiss

For ForMgmt1I. Election of Director: Albert G. White III

For ForMgmt2. Ratification of the appointment of KPMG LLPas the independent registered publicaccounting firm for The Cooper Companies,Inc. for the fiscal year ending October 31,2019


Page 67 of 402



Recommendation

For ForMgmt3. Approve the 2019 Employee Stock PurchasePlan.

For ForMgmt4. An advisory vote on the compensation of ournamed executive officers as presented in theProxy Statement.


Page 68 of 402

THE ULTIMATE SOFTWARE GROUP, INC.

Security: 90385D107

Ticker: ULTI

ISIN: US90385D1072





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1. To adopt the Agreement and Plan of Merger,dated as of February 3, 2019 (as it may beamended from time to time, the mergeragreement), by and among The UltimateSoftware Group, Inc., a Delaware corporation(the Company), Unite Parent Corp., aDelaware corporation (Parent), and UniteMerger Sub Corp., a Delaware corporationand an indirect wholly owned subsidiary ofParent (Merger Sub), pursuant to whichMerger Sub will be merged with and into theCompany (the merger).

Against AgainstMgmt2. To approve, on an advisory (non-binding)basis, certain compensation that may be paidor become payable to the Companys namedexecutive officers in connection with themerger.

For ForMgmt3. To approve the adjournment of the specialmeeting, if necessary or appropriate,including to solicit additional proxies if thereare insufficient votes at the time of the specialmeeting to approve the proposal to adopt themerger agreement.


Page 69 of 402

TRIMBLE INC.

Security: 896239100

Ticker: TRMB

ISIN: US8962391004





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

1. DIRECTOR

1 Steven W. Berglund For ForMgmt

2 Kaigham (Ken) Gabriel For ForMgmt

3 Merit E. Janow For ForMgmt

4 Ulf J. Johansson For ForMgmt

5 Meaghan Lloyd For ForMgmt

6 Sandra MacQuillan For ForMgmt

7 Ronald S. Nersesian For ForMgmt

8 Mark S. Peek For ForMgmt

9 Johan Wibergh For ForMgmt

For ForMgmt2. To hold an advisory vote on approving thecompensation for our Named ExecutiveOfficers.


Page 70 of 402



Recommendation

For ForMgmt3. To ratify the appointment of Ernst & YoungLLP as the independent auditor of theCompany for the current fiscal year endingJanuary 3, 2020.


Page 71 of 402

TYLER TECHNOLOGIES, INC.

Security: 902252105

Ticker: TYL

ISIN: US9022521051





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1A. Election of Director: Donald R. Brattain

For ForMgmt1B. Election of Director: Glenn A. Carter

For ForMgmt1C. Election of Director: Brenda A. Cline

For ForMgmt1D. Election of Director: J. Luther King Jr.

For ForMgmt1E. Election of Director: John S. Marr Jr.

For ForMgmt1F. Election of Director: H. Lynn Moore Jr.

For ForMgmt1G. Election of Director: Daniel M. Pope

For ForMgmt1H. Election of Director: Dustin R. Womble

For ForMgmt2. Ratification of Ernst & Young LLP asindependent auditors.

Against AgainstMgmt3. Approval of an advisory resolution onexecutive compensation.


Page 72 of 402

UNIVAR INC

Security: 91336L107

Ticker: UNVR

ISIN: US91336L1070





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1. The issuance of shares of Univar commonstock in connection with the transactionscontemplated by the Agreement and Plan ofMerger, dated as of September 17, 2018, as itmay be amended from time to time, by andamong Univar, Nexeo Solutions, Inc., aDelaware corporation, Pilates Merger Sub ICorp, a Delaware corporation and wholly-owned subsidiary of Univar, and PilatesMerger Sub II LLC, a Delaware limited liabilitycompany and wholly-owned subsidiary ofUnivar, which proposal is referred to as the"Univar share issuance".

For ForMgmt2. A proposal to adjourn the special meeting, ifnecessary or appropriate, to solicit additionalproxies if, immediately prior to suchadjournment, sufficient votes to approve theUnivar share issuance have not beenobtained by Univar, which proposal is referredto as the Univar adjournment proposal.


Page 73 of 402

UNIVAR INC

Security: 91336L107

Ticker: UNVR

ISIN: US91336L1070





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

1. DIRECTOR

1 Mark J. Byrne For ForMgmt

2 David C. Jukes For ForMgmt

3 Kerry J. Preete For ForMgmt

4 William S. Stavropoulos For ForMgmt

5 Robert L. Wood For ForMgmt

For ForMgmt2. Advisory vote regarding the compensation ofthe Company's executive officers

For ForMgmt3. Ratification of Ernst & Young LLP as Univar'sindependent registered public accounting firmfor 2019


Page 74 of 402

VAIL RESORTS, INC.

Security: 91879Q109

Ticker: MTN

ISIN: US91879Q1094


06-Dec-18Meeting Date:



Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1a. Election of Director: Susan L. Decker

For ForMgmt1b. Election of Director: Roland A. Hernandez

For ForMgmt1c. Election of Director: Robert A. Katz

For ForMgmt1d. Election of Director: John T. Redmond

For ForMgmt1e. Election of Director: Michele Romanow

For ForMgmt1f. Election of Director: Hilary A. Schneider

For ForMgmt1g. Election of Director: D. Bruce Sewell

For ForMgmt1h. Election of Director: John F. Sorte

For ForMgmt1i. Election of Director: Peter A. Vaughn

For ForMgmt2. Ratify the selection ofPricewaterhouseCoopers LLP as theCompany's independent registered publicaccounting firm for the fiscal year ending July31, 2019.


Page 75 of 402



Recommendation



Page 76 of 402

VEEVA SYSTEMS INC.

Security: 922475108

Ticker: VEEV

ISIN: US9224751084





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

1. DIRECTOR

1 Ronald E.F. Codd For ForMgmt

2 Peter P. Gassner For ForMgmt

For ForMgmt2. Ratify the appointment of KPMG LLP asVeeva Systems Inc.'s independent registeredpublic accounting firm for the fiscal yearending January 31, 2020.


Page 77 of 402

VERISK ANALYTICS INC

Security: 92345Y106

Ticker: VRSK

ISIN: US92345Y1064





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1.1 Election of Director: Scott G. Stephenson

For ForMgmt1.2 Election of Director: Andrew G. Mills

For ForMgmt1.3 Election of Director: Constantine P. Iordanou

For ForMgmt2. To approve executive compensation on anadvisory, non-binding basis.

For ForMgmt3. To ratify the appointment of Deloitte andTouche LLP as our independent auditor forthe 2019 fiscal year.


Page 78 of 402

VISTEON CORPORATION

Security: 92839U206

Ticker: VC

ISIN: US92839U2069





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1a. Election of Director: James J. Barrese

For ForMgmt1b. Election of Director: Naomi M. Bergman

For ForMgmt1c. Election of Director: Jeffrey D. Jones

For ForMgmt1d. Election of Director: Sachin S. Lawande

For ForMgmt1e. Election of Director: Joanne M. Maguire

For ForMgmt1f. Election of Director: Robert J. Manzo

For ForMgmt1g. Election of Director: Francis M. Scricco

For ForMgmt1h. Election of Director: David L. Treadwell

For ForMgmt1i. Election of Director: Harry J. Wilson

For ForMgmt1j. Election of Director: Rouzbeh Yassini-Fard


Page 79 of 402



Recommendation

For ForMgmt2. Ratify the appointment of Ernst & Young LLPas the Company's independent registeredpublic accounting firm for fiscal year 2019.

For ForMgmt3. Provide advisory approval of the Company'sexecutive compensation.


Page 80 of 402

WATSCO, INC.

Security: 942622200

Ticker: WSO

ISIN: US9426222009





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

1. DIRECTOR

1 Brian E. Keeley For ForMgmt

2 Steven (Slava) Rubin For ForMgmt

Against AgainstMgmt2. To approve a non-binding advisory resolutionregarding the compensation of our namedexecutive officers.

For ForMgmt3. To ratify the appointment of KPMG LLP as ourindependent registered public accounting firmfor the 2019 fiscal year.


Page 81 of 402

XYLEM INC.

Security: 98419M100

Ticker: XYL

ISIN: US98419M1009





Recommendation

Proposal Vote


BAIRD MIDCAP FUND

For ForMgmt1a. Election of Director: Jeanne Beliveau-Dunn

For ForMgmt1b. Election of Director: Curtis J. Crawford, Ph.D.

For ForMgmt1c. Election of Director: Patrick K. Decker

For ForMgmt1d. Election of Director: Robert F. Friel

For ForMgmt1e. Election of Director: Jorge M. Gomez

For ForMgmt1f. Election of Director: Victoria D. Harker

For ForMgmt1g. Election of Director: Sten E. Jakobsson

For ForMgmt1h. Election of Director: Steven R. Loranger

For ForMgmt1i. Election of Director: Surya N. Mohapatra,Ph.D.

For ForMgmt1j. Election of Director: Jerome A. Peribere


Page 82 of 402



Recommendation

For ForMgmt1k. Election of Director: Markos I. Tambakeras

For ForMgmt2. Ratification of the appointment of Deloitte &Touche LLP as our Independent RegisteredPublic Accounting Firm for 2019.

For ForMgmt3. Advisory vote to approve the compensation ofour named executive officers.

For AgainstShr4. Shareholder proposal to lower threshold forshareholders to call special meetings from25% to 10% of Company stock, if properlypresented at the meeting.


Page 83 of 402

A.O. SMITH CORPORATION

Security: 831865209

Ticker: AOS

ISIN: US8318652091





Recommendation

Proposal Vote


BAIRD SMALL-MID CAP GROWTH FUND

1. DIRECTOR

1 William P . Greubel For ForMgmt

2 Dr. Ilham Kadri For ForMgmt

3 Idelle K. Wolf For ForMgmt

4 Gene C. Wulf For ForMgmt

For ForMgmt2. Proposal to approve, by nonbinding advisoryvote, the compensation of our namedexecutive officers.

For ForMgmt3. Proposal to ratify the appointment of Ernst &Young LLP as the independent registeredpublic accounting firm of the corporation.


Page 84 of 402

APERGY CORPORATION

Security: 03755L104

Ticker: APY

ISIN: US03755L1044





Recommendation

Proposal Vote



For ForMgmt1A Election of Director: Mamatha Chamarthi

For ForMgmt1B Election of Director: Stephen Todd

For ForMgmt2. Ratification of the Appointment ofPricewaterhouseCoopers LLP as OurIndependent Registered Public AccountingFirm for 2019


Page 85 of 402

APTARGROUP, INC.

Security: 038336103

Ticker: ATR

ISIN: US0383361039





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Giovanna KampouriMonnas

For ForMgmt1b. Election of Director: Isabel Marey-Semper

For ForMgmt1c. Election of Director: Stephan Tanda


For ForMgmt3. Ratification of the appointment ofPricewaterhouseCoopers LLP as theIndependent Registered Public AccountingFirm for 2019.


Page 86 of 402

BURLINGTON STORES, INC.

Security: 122017106

Ticker: BURL

ISIN: US1220171060





Recommendation

Proposal Vote



For ForMgmt1.1 Election of Class III Director: John J.Mahoney

For ForMgmt1.2 Election of Class III Director: Laura J. Sen

For ForMgmt1.3 Election of Class III Director: Paul J. Sullivan

For ForMgmt2. Ratification of appointment of Deloitte &Touche LLP as the Company's independentregistered certified public accounting firm forthe fiscal year ending February 1, 2020.

For ForMgmt3. Approval, on a non-binding, advisory basis, ofthe compensation of the Company's namedexecutive officers.


Page 87 of 402

BWX TECHNOLOGIES, INC.

Security: 05605H100

Ticker: BWXT

ISIN: US05605H1005





Recommendation

Proposal Vote



For ForMgmt1a. Election of Class III Director: John A. Fees

For ForMgmt1b. Election of Class III Director: Robb A.LeMasters

For ForMgmt2. Amendment of the BWX Technologies, Inc.Restated Certificate of Incorporation todeclassify the Board of Directors and providefor the annual election of directors.

For ForMgmt3. Advisory vote on compensation of our NamedExecutive Officers.

For ForMgmt4. Ratification of Appointment of IndependentRegistered Public Accounting Firm for theyear ending December 31, 2019.


Page 88 of 402

CABLE ONE, INC.

Security: 12685J105

Ticker: CABO

ISIN: US12685J1051





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Brad D. Brian

For ForMgmt1b. Election of Director: Julia M. Laulis

For ForMgmt1c. Election of Director: Katharine B. Weymouth

For ForMgmt2. To ratify the appointment ofPricewaterhouseCoopers LLP as theindependent registered public accounting firmof the Company for the year endingDecember 31, 2019

For ForMgmt3. To approve, on a non-binding advisory basis,the compensation of the Company's namedexecutive officers for 2018


Page 89 of 402

CALAVO GROWERS, INC.

Security: 128246105

Ticker: CVGW

ISIN: US1282461052





Recommendation

Proposal Vote



1. DIRECTOR

1 Lecil E. Cole Withheld AgainstMgmt

2 Steven Hollister For ForMgmt

3 James D. Helin For ForMgmt

4 Donald M. Sanders Withheld AgainstMgmt

5 Marc L. Brown Withheld AgainstMgmt

6 Michael A. DiGregorio For ForMgmt

7 Scott Van Der Kar Withheld AgainstMgmt

8 J. Link Leavens Withheld AgainstMgmt

9 Dorcas H. Thille Withheld AgainstMgmt

10 John M. Hunt For ForMgmt

11 Egidio Carbone, Jr. For ForMgmt


Page 90 of 402



Recommendation

12 Harold Edwards Withheld AgainstMgmt

13 Kathleen M. Holmgren For ForMgmt

For ForMgmt2. RATIFICATION OF APPOINTMENT OFDELOITTE & TOUCHE LLP ASINDEPENDENT REGISTERED PUBLICACCOUNTING FIRM OF CALAVOGROWERS, INC. FOR THE YEAR ENDINGOCTOBER 31, 2019

For ForMgmt3. ADVISORY VOTE APPROVING THEEXECUTIVE COMPENSATION DISCLOSEDIN THE ACCOMPANYING PROXYSTATEMENT


Page 91 of 402

CDW CORP

Security: 12514G108

Ticker: CDW

ISIN: US12514G1085





Recommendation

Proposal Vote



For ForMgmt1a. Election of Class III Director: Lynda M.Clarizio

For ForMgmt1b. Election of Class III Director: Christine A.Leahy

For ForMgmt1c. Election of Class III Director: Thomas E.Richards

For ForMgmt1d. Election of Class III Director: Joseph R.Swedish


For ForMgmt3. To ratify the selection of Ernst & Young LLPas the Company's independent registeredpublic accounting firm for the year endingDecember 31, 2019.


Page 92 of 402

COGNEX CORPORATION

Security: 192422103

Ticker: CGNX

ISIN: US1924221039





Recommendation

Proposal Vote



For ForMgmt1A Election of Director for a term ending in 2022:Robert J. Shillman

For ForMgmt1B Election of Director for a term ending in 2022:Anthony Sun

For ForMgmt1C Election of Director for a term ending in 2022:Robert J. Willett

For ForMgmt2. To ratify the selection of Grant Thornton LLPas Cognex's independent registered publicaccounting firm for fiscal year 2019.

For ForMgmt3. To approve, on an advisory basis, thecompensation of Cognex's named executiveofficers as described in the proxy statementincluding the Compensation Discussion andAnalysis, compensation tables and narrativediscussion ("say-on-pay").


Page 93 of 402

COUPA SOFTWARE INCORPORATED

Security: 22266L106

Ticker: COUP

ISIN: US22266L1061





Recommendation

Proposal Vote



1. DIRECTOR

1 Robert Bernshteyn Withheld AgainstMgmt

2 Leslie Campbell Withheld AgainstMgmt

3 Frank van Veenendaal Withheld AgainstMgmt

For ForMgmt2. Proposal to ratify the appointment of Ernst &Young LLP as our independent registeredpublic accounting firm for the fiscal yearending January 31, 2020.

Against AgainstMgmt3. Advisory (non-binding) vote to approvenamed executive officer compensation.


Page 94 of 402

CROCS, INC.

Security: 227046109

Ticker: CROX

ISIN: US2270461096





Recommendation

Proposal Vote



1. DIRECTOR

1 Ian M. Bickley For ForMgmt

2 Doreen A. Wright For ForMgmt

3 Douglas J. Treff For ForMgmt

For ForMgmt2. Ratification of the appointment of Deloitte &Touche LLP as our independent registeredpublic accounting firm for fiscal year 2019.

For ForMgmt3. An advisory vote to approve thecompensation of our named executiveofficers.


Page 95 of 402

EPAM SYSTEMS, INC.

Security: 29414B104

Ticker: EPAM

ISIN: US29414B1044





Recommendation

Proposal Vote



1. DIRECTOR

1 Richard Michael Mayoras For ForMgmt

2 Karl Robb For ForMgmt

3 Helen Shan For ForMgmt

For ForMgmt2. To ratify the appointment of Deloitte & ToucheLLP as the Company's IndependentRegistered Public Accounting Firm for thefiscal year ending December 31, 2019.

For ForMgmt3. To approve, on an advisory and non-bindingbasis, the compensation for our namedexecutive officers as disclosed in this ProxyStatement.


Page 96 of 402

ETSY, INC.

Security: 29786A106

Ticker: ETSY

ISIN: US29786A1060





Recommendation

Proposal Vote



Abstain AgainstMgmt1a. Election of Class I Director: Jonathan D. Klein

Abstain AgainstMgmt1b. Election of Class I Director: Margaret M.Smyth

For ForMgmt2. Ratification of the appointment ofPricewaterhouseCoopers LLP as ourindependent registered public accounting firmfor the fiscal year ending December 31, 2019.



Page 97 of 402

EURONET WORLDWIDE, INC.

Security: 298736109

Ticker: EEFT

ISIN: US2987361092





Recommendation

Proposal Vote



1. DIRECTOR

1 Michael J. Brown For ForMgmt

2 Andrew B. Schmitt For ForMgmt

3 M. Jeannine Strandjord For ForMgmt

For ForMgmt2. Ratification of the appointment of KPMG LLPas Euronet's independent registered publicaccounting firm for the year ending December31, 2019.



Page 98 of 402

FAIR ISAAC CORPORATION

Security: 303250104

Ticker: FICO

ISIN: US3032501047





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: A. George Battle

For ForMgmt1b. Election of Director: Braden R. Kelly

For ForMgmt1c. Election of Director: James D. Kirsner

For ForMgmt1d. Election of Director: William J. Lansing

For ForMgmt1e. Election of Director: Eva Manolis

For ForMgmt1f. Election of Director: Marc F. McMorris

For ForMgmt1g. Election of Director: Joanna Rees

For ForMgmt1h. Election of Director: David A. Rey

For ForMgmt2. To approve the adoption of the 2019Employee Stock Purchase Plan.

For ForMgmt3. To approve the amendment to the 2012 Long-Term Incentive Plan.


Page 99 of 402



Recommendation

For ForMgmt4. To approve the advisory (non-binding)resolution relating to the named executiveofficer compensation as disclosed in the proxystatement.

For ForMgmt5. To ratify the appointment of Deloitte & ToucheLLP as our independent registered publicaccounting firm for the fiscal year endingSeptember 30, 2019.


Page 100 of 402

HEICO CORPORATION

Security: 422806109

Ticker: HEI

ISIN: US4228061093





Recommendation

Proposal Vote



1. DIRECTOR

1 Thomas M. Culligan For ForMgmt

2 Adolfo Henriques For ForMgmt

3 Mark H. Hildebrandt For ForMgmt

4 Eric A. Mendelson For ForMgmt

5 Laurans A. Mendelson For ForMgmt

6 Victor H. Mendelson For ForMgmt

7 Julie Neitzel For ForMgmt

8 Dr. Alan Schriesheim For ForMgmt

9 Frank J. Schwitter For ForMgmt

For ForMgmt2. ADVISORY APPROVAL OF THECOMPANY'S EXECUTIVE COMPENSATION


Page 101 of 402



Recommendation

For ForMgmt3. RATIFICATION OF THE APPOINTMENT OFDELOITTE & TOUCHE LLP AS THECOMPANY'S INDEPENDENT REGISTEREDPUBLIC ACCOUNTING FIRM FOR THEFISCAL YEAR ENDING OCTOBER 31, 2019


Page 102 of 402

HERON THERAPEUTICS, INC.

Security: 427746102

Ticker: HRTX

ISIN: US4277461020





Recommendation

Proposal Vote



For ForMgmt1A Election of Director: Kevin Tang

For ForMgmt1B Election of Director: Barry Quart, Pharm.D.

For ForMgmt1C Election of Director: Craig Johnson

For ForMgmt1D Election of Director: John Poyhonen

For ForMgmt1E Election of Director: Christian Waage

For ForMgmt2. To ratify the appointment of OUM & Co. LLPas the Company's independent registeredpublic accounting firm for the year endingDecember 31, 2019.

For ForMgmt3. To approve, on an advisory basis,compensation paid to the Company's NamedExecutive Officers during the year endedDecember 31, 2018.

1 Year ForMgmt4. To approve, on an advisory basis, thefrequency of future advisory votes to approvecompensation paid to the Company's NamedExecutive Officers.


Page 103 of 402



Recommendation

Against AgainstMgmt5. To amend the Company's 2007 Amended andRestated Equity Incentive Plan to increasethe number of shares of common stockauthorized for issuance thereunder from18,800,000 to 25,800,000.

For ForMgmt6. To amend the Company's 1997 EmployeeStock Purchase Plan, as amended toincrease the number of shares of commonstock authorized for issuance thereunder from475,000 to 775,000.


Page 104 of 402

HUBSPOT, INC.

Security: 443573100

Ticker: HUBS

ISIN: US4435731009





Recommendation

Proposal Vote



Against AgainstMgmt1a. Election of Class II Director: Lorrie Norrington

Against AgainstMgmt1b. Election of Class II Director: Avanish Sahai

Against AgainstMgmt1c. Election of Class II Director: Dharmesh Shah

For ForMgmt2. Ratify the appointment ofPricewaterhouseCoopers LLP as theCompany's independent registered publicaccountants for 2019.

For ForMgmt3. Non-binding advisory vote to approve thecompensation of our Named ExecutiveOfficers.


Page 105 of 402

HUDSON LTD.

Security: G46408103

Ticker: HUD

ISIN: BMG464081030





Recommendation

Proposal Vote



Against AgainstMgmt1. To elect James Cohen as a Class II Directorfor a 3-year term.

For ForMgmt2. To elect Mary J. Steele Guilfoile as a Class IIDirector for a 3-year term.

For ForMgmt3. To elect James E. Skinner as a Class IIDirector for a 3-year term.

For ForMgmt4. To appoint Ernst & Young AG as ourindependent registered public accounting firmfor the fiscal year ending 31 December 2019.

For ForMgmt5. To authorize the Audit Committee to fix theremuneration of Ernst & Young AG.


Page 106 of 402

IDEX CORPORATION

Security: 45167R104

Ticker: IEX

ISIN: US45167R1041





Recommendation

Proposal Vote



1. DIRECTOR

1 ERNEST J. MROZEK For ForMgmt

2 L. L. SATTERTHWAITE For ForMgmt

3 DAVID C. PARRY For ForMgmt


For ForMgmt3. Ratification of the appointment of Deloitte &Touche LLP as our independent registeredaccounting firm for 2019.


Page 107 of 402

INOGEN, INC.

Security: 45780L104

Ticker: INGN

ISIN: US45780L1044





Recommendation

Proposal Vote



1. DIRECTOR

1 Loren McFarland Withheld AgainstMgmt

2 Benjamin Anderson-Ray Withheld AgainstMgmt

3 Scott Wilkinson Withheld AgainstMgmt

For ForMgmt2. To ratify the appointment of Deloitte & ToucheLLP as our independent registered publicaccounting firm for the year ending December31, 2019.

For ForMgmt3. Approval on an advisory basis of ourexecutive compensation for the fiscal yearended December 31, 2018.


Page 108 of 402

INSPIRE MEDICAL SYSTEMS, INC.

Security: 457730109

Ticker: INSP

ISIN: US4577301090





Recommendation

Proposal Vote



1. DIRECTOR

1 Timothy Herbert Withheld AgainstMgmt

2 Chau Khuong Withheld AgainstMgmt

3 Shawn T McCormick Withheld AgainstMgmt

For ForMgmt2. Ratification of the appointment of Ernst &Young LLP as the Company's independentregistered public accounting firm for 2019.


Page 109 of 402

INSULET CORPORATION

Security: 45784P101

Ticker: PODD

ISIN: US45784P1012





Recommendation

Proposal Vote



1. DIRECTOR

1 Jessica Hopfield, Ph.D. For ForMgmt

2 David Lemoine For ForMgmt

For ForMgmt2. To approve, on a non-binding, advisory basis,the compensation of certain executiveofficers.

For ForMgmt3. To approve an amendment to the Company's2007 Employee Stock Purchase Plan to,among other things, increase the aggregatenumber of shares authorized for issuanceunder such plan by 500,000 shares.

For ForMgmt4. To ratify the appointment of Grant ThorntonLLP as the Company's independentregistered public accounting firm for the fiscalyear ending December 31, 2019.


Page 110 of 402

INTEGRA LIFESCIENCES HOLDINGS CORP.

Security: 457985208

Ticker: IART

ISIN: US4579852082





Recommendation

Proposal Vote



For ForMgmt1.1 Election of Director: Peter J. Arduini

For ForMgmt1.2 Election of Director: Rhonda G. Ballintyn

For ForMgmt1.3 Election of Director: Keith Bradley

For ForMgmt1.4 Election of Director: Stuart M. Essig

For ForMgmt1.5 Election of Director: Barbara B. Hill

For ForMgmt1.6 Election of Director: Lloyd W. Howell, Jr.

For ForMgmt1.7 Election of Director: Donald E. Morel, Jr.

For ForMgmt1.8 Election of Director: Raymond G. Murphy

For ForMgmt1.9 Election of Director: Christian S. Schade

For ForMgmt2. The Proposal to ratify the appointment ofPricewaterhouseCoopers LLP as theCompany's independent registered publicaccounting firm for the fiscal year 2019.


Page 111 of 402



Recommendation

For ForMgmt3. A non-binding resolution to approve thecompensation of our named executiveofficers.


Page 112 of 402

IRHYTHM TECHNOLOGIES, INC.

Security: 450056106

Ticker: IRTC

ISIN: US4500561067





Recommendation

Proposal Vote



1 DIRECTOR

1 Bruce G. Bodaken Withheld AgainstMgmt

2 Ralph Snyderman, M.D. Withheld AgainstMgmt

3 Abhijit Y. Talwalkar Withheld AgainstMgmt

For ForMgmt2 To ratify the appointment ofPricewaterhouseCoopers LLP AccountingFirm as our Independent Registered PublicAccounting Firm for the fiscal year endingDecember 31, 2019.

For ForMgmt3 Advisory vote to approve Named ExecutiveOfficer Compensation.


Page 113 of 402

KEYSIGHT TECHNOLOGIES, INC.

Security: 49338L103

Ticker: KEYS

ISIN: US49338L1035





Recommendation

Proposal Vote



For ForMgmt1.1 Election of Director: James G. Cullen

For ForMgmt1.2 Election of Director: Jean M. Halloran

For ForMgmt2. To ratify the Audit and Finance Committee'sappointment of PricewaterhouseCoopers LLPas Keysight's independent public accountingfirm.

For ForMgmt3. To approve, on an advisory basis, thecompensation of Keysight's named executiveofficers.


Page 114 of 402

KINSALE CAPITAL GROUP, INC.

Security: 49714P108

Ticker: KNSL

ISIN: US49714P1084





Recommendation

Proposal Vote



For ForMgmt1.1 Election of Director: Michael P. Kehoe

For ForMgmt1.2 Election of Director: Steven J. Bensinger

For ForMgmt1.3 Election of Director: Anne C. Kronenberg

For ForMgmt1.4 Election of Director: Robert Lippincott III

For ForMgmt1.5 Election of Director: James J. Ritchie

For ForMgmt1.6 Election of Director: Frederick L. Russell, Jr.

For ForMgmt1.7 Election of Director: Gregory M. Share

For ForMgmt2. Advisory vote to approve executivecompensation

For ForMgmt3. Ratification of the appointment of KPMG LLPas Independent Registered Public AccountingFirm for fiscal year 2019


Page 115 of 402

LITTELFUSE, INC.

Security: 537008104

Ticker: LFUS

ISIN: US5370081045





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Kristina Cerniglia

For ForMgmt1b. Election of Director: T. J. Chung

For ForMgmt1c. Election of Director: Cary Fu

For ForMgmt1d. Election of Director: Anthony Grillo

For ForMgmt1e. Election of Director: David Heinzmann

For ForMgmt1f. Election of Director: Gordon Hunter

For ForMgmt1g. Election of Director: John Major

For ForMgmt1h. Election of Director: William Noglows

For ForMgmt1i. Election of Director: Nathan Zommer



Page 116 of 402



Recommendation

For ForMgmt3. Approve and ratify the appointment of GrantThornton LLP as the Company's independentauditors for 2019.


Page 117 of 402

MARKETAXESS HOLDINGS INC.

Security: 57060D108

Ticker: MKTX

ISIN: US57060D1081





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Richard M. McVey

For ForMgmt1b. Election of Director: Nancy Altobello

For ForMgmt1c. Election of Director: Steven L. Begleiter

For ForMgmt1d. Election of Director: Stephen P. Casper

For ForMgmt1e. Election of Director: Jane Chwick

For ForMgmt1f. Election of Director: Christopher R.Concannon

For ForMgmt1g. Election of Director: William F. Cruger

For ForMgmt1h. Election of Director: Richard G. Ketchum

For ForMgmt1i. Election of Director: Emily H. Portney

For ForMgmt1j. Election of Director: John Steinhardt


Page 118 of 402



Recommendation

For ForMgmt2. To ratify the appointment ofPricewaterhouseCoopers LLP as theCompany's independent registered publicaccounting firm for the year ending December31, 2019.

Against AgainstMgmt3. To approve, on an advisory basis, thecompensation of the Company's namedexecutive officers as disclosed in the 2019Proxy Statement.


Page 119 of 402

MONOLITHIC POWER SYSTEMS, INC.

Security: 609839105

Ticker: MPWR

ISIN: US6098391054





Recommendation

Proposal Vote



1. DIRECTOR

1 Michael Hsing For ForMgmt

2 Herbert Chang For ForMgmt

For ForMgmt2. Ratify the appointment of Ernst & Young LLPas our independent registered publicaccounting firm for the fiscal year endingDecember 31, 2019.

For ForMgmt3. Approve, on an advisory basis, the executivecompensation.


Page 120 of 402

NATIONAL STORAGE AFFILIATES TRUST

Security: 637870106

Ticker: NSA

ISIN: US6378701063





Recommendation

Proposal Vote



For ForMgmt1a. Election of Trustee: Arlen D. Nordhagen

For ForMgmt1b. Election of Trustee: George L. Chapman

For ForMgmt1c. Election of Trustee: Paul W. Hylbert, Jr.

For ForMgmt1d. Election of Trustee: Chad L. Meisinger

For ForMgmt1e. Election of Trustee: Steven G. Osgood

For ForMgmt1f. Election of Trustee: Dominic M. Palazzo

For ForMgmt1g. Election of Trustee: Rebecca L. Steinfort

For ForMgmt1h. Election of Trustee: Mark Van Mourick

For ForMgmt1i. Election of Trustee: J. Timothy Warren

For ForMgmt2. The ratification of the appointment of KPMGLLP as the Company's independentregistered public accounting firm for the fiscalyear ending December 31, 2019.


Page 121 of 402



Recommendation

For ForMgmt3. Shareholder advisory vote (non-binding) onthe executive compensation of the Company'sNamed Executive Officers as more fullydescribed in the Proxy Statement.


Page 122 of 402

NOVOCURE LIMITED

Security: G6674U108

Ticker: NVCR

ISIN: JE00BYSS4X48





Recommendation

Proposal Vote



For ForMgmt1A. Election of Director: Jeryl L. Hilleman

For ForMgmt1B. Election of Director: Kinyip Gabriel Leung

For ForMgmt2. The approval and ratification of theappointment, by the Audit Committee of ourBoard of Directors, of Kost Forer Gabbay &Kasierer, a member of Ernst & Young Global,as the auditor and independent registeredpublic accounting firm of the Company for theCompany's fiscal year ending December 31,2019.

For ForMgmt3. A non-binding advisory vote to approveexecutive compensation.


Page 123 of 402

OLLIE'S BARGAIN OUTLET HOLDINGS, INC.

Security: 681116109

Ticker: OLLI

ISIN: US6811161099





Recommendation

Proposal Vote



For ForMgmt1A. Election of Class I Director: StanleyFleishman

For ForMgmt1B. Election of Class I Director: Stephen White

For ForMgmt2. To approve named executive officercompensation.

For ForMgmt3. To approve amendments to the Company'scertificate of incorporation to declassify theBoard by the 2022 Annual Meeting ofStockholders.

For ForMgmt4. To approve amendments to the Company'scertificate of incorporation to eliminatesupermajority voting provisions

For ForMgmt5. To approve amendments to the Company'scertificate of incorporation to eliminateobsolete provisions

For ForMgmt6. Ratification of the appointment of KPMG LLPas the Company's independent registeredpublic accounting firm for the fiscal yearending February 1, 2020


Page 124 of 402

POOL CORPORATION

Security: 73278L105

Ticker: POOL

ISIN: US73278L1052





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Andrew W. Code

For ForMgmt1b. Election of Director: Timothy M. Graven

For ForMgmt1c. Election of Director: Debra S. Oler

For ForMgmt1d. Election of Director: Manuel J. Perez de laMesa

For ForMgmt1e. Election of Director: Harlan F. Seymour

For ForMgmt1f. Election of Director: Robert C. Sledd

For ForMgmt1g. Election of Director: John E. Stokely

For ForMgmt1h. Election of Director: David G. Whalen

For ForMgmt2. Ratification of the retention of Ernst & YoungLLP, certified public accountants, as ourindependent registered public accounting firmfor the 2019 fiscal year.

For ForMgmt3. Say-on-pay vote: Advisory vote to approveexecutive compensation as disclosed in theproxy statement.


Page 125 of 402

PRA HEALTH SCIENCES, INC.

Security: 69354M108

Ticker: PRAH

ISIN: US69354M1080





Recommendation

Proposal Vote



1. DIRECTOR

1 Jeffrey T. Barber For ForMgmt

2 Linda S. Grais, M.D. For ForMgmt

For ForMgmt2. To ratify the appointment of Deloitte & ToucheLLP as the Company's independentregistered public accounting firm for 2019.

For ForMgmt3. Approval, in a non-binding advisory vote, ofthe compensation paid to the Company'snamed executive officers.


Page 126 of 402

PROOFPOINT, INC.

Security: 743424103

Ticker: PFPT

ISIN: US7434241037





Recommendation

Proposal Vote



For ForMgmt1a. Election of Class I Director: Scott Herren

For ForMgmt1b. Election of Class I Director: Michael Johnson

For ForMgmt1c. Election of Class I Director: Richard Wallace

Against AgainstMgmt2. To approve an amendment to our 2012 EquityIncentive Plan to increase the number ofshares of stock authorized for issuancethereunder and to make certain otherchanges to the plan.

Against AgainstMgmt3. To approve, on a non-binding advisory basis,the compensation of our named executiveofficers.

1 Year ForMgmt4. To recommend, on a non-binding advisorybasis, the frequency of future stockholderadvisory votes to approve the compensationof our named executive officers.

For ForMgmt5. To ratify the appointment ofPricewaterhouseCoopers LLP as ourindependent registered public accounting firmfor the fiscal year ending December 31, 2019.


Page 127 of 402

Q2 HOLDINGS INC

Security: 74736L109

Ticker: QTWO

ISIN: US74736L1098





Recommendation

Proposal Vote



1. DIRECTOR

1 Michael J. Maples, Sr. For ForMgmt

2 James R. Offerdahl For ForMgmt

3 R.H. Seale, III For ForMgmt

For ForMgmt2. To ratify the appointment of Ernst & Young,LLP as the Company's independentregistered public accounting firm for the fiscalyear ending December 31, 2019.

For ForMgmt3. Advisory vote to approve the compensation ofour named executive officers.

For ForMgmt4. To approve an amendment to our FourthAmended and Restated Certificate ofIncorporation ("Certificate of Incorporation") todeclassify our board of directors.

For ForMgmt5. To approve an amendment to our Certificateof Incorporation to eliminate the supermajorityvoting requirement for (i) amendments to theCertificate of Incorporation and (ii)stockholder amendments to our Amendedand Restated Bylaws.


Page 128 of 402

QUIDEL CORPORATION

Security: 74838J101

Ticker: QDEL

ISIN: US74838J1016





Recommendation

Proposal Vote



1. DIRECTOR

1 Douglas C. Bryant For ForMgmt

2 Kenneth F. Buechler For ForMgmt

3 Edward L. Michael For ForMgmt

4 Mary Lake Polan For ForMgmt

5 Jack W. Schuler For ForMgmt

6 Charles P. Slacik For ForMgmt

7 Matthew W. Strobeck For ForMgmt

8 Kenneth J. Widder For ForMgmt

For ForMgmt2. To ratify the selection of Ernst & Young LLPas our independent registered publicaccounting firm for our fiscal year endingDecember 31, 2019.

For ForMgmt3. Advisory approval of the compensation of theCompany's named executive officers.


Page 129 of 402

RINGCENTRAL, INC.

Security: 76680R206

Ticker: RNG

ISIN: US76680R2067





Recommendation

Proposal Vote



1. DIRECTOR

1 Vladimir Shmunis For ForMgmt

2 Neil Williams For ForMgmt

3 Robert Theis For ForMgmt

4 Michelle McKenna For ForMgmt

5 Allan Thygesen For ForMgmt

6 Kenneth Goldman For ForMgmt

7 Godfrey Sullivan For ForMgmt

For ForMgmt2. To ratify the appointment of KPMG LLP as ourindependent registered public accounting firmfor the year ending December 31, 2019(Proposal Two).

For ForMgmt3. To approve, on an advisory (non-binding)basis, the named executive officers'compensation, as disclosed in the proxystatement (Proposal Three).


Page 130 of 402



Recommendation

For ForMgmt4. To approve the French Sub-Plan to theRingCentral, Inc. 2013 Equity Incentive Plan(Proposal Four).


Page 131 of 402

ROLLINS, INC.

Security: 775711104

Ticker: ROL

ISIN: US7757111049





Recommendation

Proposal Vote



1. DIRECTOR

1 Bill J. Dismuke For ForMgmt

2 Thomas J. Lawley, M.D. For ForMgmt

3 John F. Wilson Withheld AgainstMgmt

For ForMgmt2. To ratify the appointment of Grant ThorntonLLP as independent registered publicaccounting firm of the Company for the fiscalyear ending December 31, 2019.

For ForMgmt3. To amend the Certificate of Incorporation ofthe Company to increase the number ofauthorized shares of Capital Stock to550,500,000 shares.


Page 132 of 402

SCHNEIDER NATIONAL, INC.

Security: 80689H102

Ticker: SNDR

ISIN: US80689H1023





Recommendation

Proposal Vote



1. DIRECTOR

1 Mary P. DePrey Withheld AgainstMgmt

2 James R. Giertz Withheld AgainstMgmt

3 Adam P. Godfrey Withheld AgainstMgmt

4 Robert W. Grubbs Withheld AgainstMgmt

5 Norman E. Johnson Withheld AgainstMgmt

6 Mark B. Rourke For ForMgmt

7 Daniel J. Sullivan Withheld AgainstMgmt

8 John A. Swainson For ForMgmt

9 James L. Welch For ForMgmt

10 Kathleen M. Zimmermann Withheld AgainstMgmt


Page 133 of 402



Recommendation

For ForMgmt2. To ratify the appointment of Deloitte & ToucheLLP as our independent registered publicaccounting firm for 2019.



Page 134 of 402

SITEONE LANDSCAPE SUPPLY, INC.

Security: 82982L103

Ticker: SITE

ISIN: US82982L1035





Recommendation

Proposal Vote



1 DIRECTOR

1 Fred M. Diaz For ForMgmt

2 W. Roy Dunbar For ForMgmt

3 Larisa J. Drake For ForMgmt

For ForMgmt2 Approve management's proposal to amendand restate the Company's certificate ofincorporation to eliminate supermajority votingrequirements and other obsolete provisions.

For ForMgmt3 Advisory vote to approve executivecompensation.

For ForMgmt4 Ratification of the appointment of Deloitte &Touche LLP as the company's independentregistered public accounting firm for the yearending December 29, 2019.


Page 135 of 402

TACTILE SYSTEMS TECHNOLOGY, INC.

Security: 87357P100

Ticker: TCMD

ISIN: US87357P1003





Recommendation

Proposal Vote



1. DIRECTOR

1 William W. Burke For ForMgmt

2 Raymond Huggenberger For ForMgmt

3 Gerald R. Mattys For ForMgmt

4 Richard J. Nigon For ForMgmt

5 Cheryl Pegus For ForMgmt

6 Kevin H. Roche For ForMgmt

7 Peter H. Soderberg For ForMgmt

For ForMgmt2. Ratify the appointment of Grant Thornton LLPas our independent registered publicaccounting firm for the year ending December31, 2019.

For ForMgmt3. Approve, on advisory basis, thecompensation of our named executiveofficers.


Page 136 of 402



Recommendation

1 Year ForMgmt4. Approve, on an advisory basis, the frequencyof future stockholder advisory votes on thecompensation of our named executiveofficers.

For ForMgmt5. Approve an amendment to our Certificate ofIncorporation to eliminate the supermajorityvoting requirement for stockholders to amendour By-Laws.


Page 137 of 402

TANDEM DIABETES CARE, INC.

Security: 875372203

Ticker: TNDM

ISIN: US8753722037





Recommendation

Proposal Vote



1. DIRECTOR

1 Douglas A. Roeder For ForMgmt

2 John F. Sheridan For ForMgmt

3 Richard P. Valencia For ForMgmt

For ForMgmt2. To ratify the appointment of Ernst & YoungLLP as our independent registered publicaccounting firm for the fiscal year endingDecember 31, 2019.

Against AgainstMgmt3. To approve amendments to our Amended andRestated 2013 Stock Incentive Plan to: (i)increase the number of shares of ourcommon stock reserved under the plan by5,000,000 shares, or from 6,726,135 sharesto 11,726,135 shares, and (ii) change themethodology for determining the number ofequity awards granted to our non-employeedirectors pursuant to our directorcompensation program.

Against AgainstMgmt4. To approve, on a non-binding, advisory basis,the compensation of our named executiveofficers.

1 Year ForMgmt5. To approve, on a non-binding, advisory basis,the frequency of future stockholder advisoryvotes to approve the compensation of ournamed executive officers.


Page 138 of 402

THE COOPER COMPANIES, INC.

Security: 216648402

Ticker: COO

ISIN: US2166484020





Recommendation

Proposal Vote



For ForMgmt1A. Election of Director: A. Thomas Bender

For ForMgmt1B. Election of Director: Colleen E. Jay

For ForMgmt1C. Election of Director: Michael H. Kalkstein

For ForMgmt1D. Election of Director: William A. Kozy

For ForMgmt1E. Election of Director: Jody S. Lindell

For ForMgmt1F. Election of Director: Gary S. Petersmeyer

For ForMgmt1G. Election of Director: Allan E. Rubenstein, M.D.

For ForMgmt1H. Election of Director: Robert S. Weiss

For ForMgmt1I. Election of Director: Albert G. White III

For ForMgmt2. Ratification of the appointment of KPMG LLPas the independent registered publicaccounting firm for The Cooper Companies,Inc. for the fiscal year ending October 31,2019


Page 139 of 402



Recommendation

For ForMgmt3. Approve the 2019 Employee Stock PurchasePlan.

For ForMgmt4. An advisory vote on the compensation of ournamed executive officers as presented in theProxy Statement.


Page 140 of 402

THE DESCARTES SYSTEMS GROUP INC.

Security: 249906108

Ticker: DSGX

ISIN: CA2499061083





Recommendation

Proposal Vote



01 DIRECTOR

1 David I. Beatson For ForMgmt

2 Deborah Close For ForMgmt

3 Eric A. Demirian For ForMgmt

4 Dennis Maple For ForMgmt

5 Jane O'Hagan For ForMgmt

6 Edward J. Ryan For ForMgmt

7 John J. Walker For ForMgmt

For ForMgmt02 Appointment of KPMG LLP, CharteredProfessional Accountants, Licensed PublicAccountants, as auditors of the Corporation tohold office until the next annual meeting ofshareholders or until a successor isappointed.

For ForMgmt03 Approval of the Say-On-Pay Resolution as setout on page 17 of the Corporation'sManagement Information Circular dated April30, 2019.


Page 141 of 402

THE NEW YORK TIMES COMPANY

Security: 650111107

Ticker: NYT

ISIN: US6501111073





Recommendation

Proposal Vote



1. DIRECTOR

1 Amanpal S. Bhutani For ForMgmt

2 Joichi Ito For ForMgmt

3 Brian P. McAndrews For ForMgmt

4 Doreen Toben For ForMgmt

For ForMgmt3. Ratification of the selection of Ernst & YoungLLP as auditors.


Page 142 of 402

THE TORO COMPANY

Security: 891092108

Ticker: TTC

ISIN: US8910921084





Recommendation

Proposal Vote



1. DIRECTOR

1 Jeffrey L. Harmening For ForMgmt

2 Joyce A. Mullen For ForMgmt

3 Richard M. Olson For ForMgmt

4 James C. O'Rourke For ForMgmt

For ForMgmt2. Ratification of the selection of KPMG LLP asour independent registered public accountingfirm for our fiscal year ending October 31,2019.

For ForMgmt3. Approval of, on an advisory basis, ourexecutive compensation.


Page 143 of 402

THE ULTIMATE SOFTWARE GROUP, INC.

Security: 90385D107

Ticker: ULTI

ISIN: US90385D1072





Recommendation

Proposal Vote



For ForMgmt1. To adopt the Agreement and Plan of Merger,dated as of February 3, 2019 (as it may beamended from time to time, the mergeragreement), by and among The UltimateSoftware Group, Inc., a Delaware corporation(the Company), Unite Parent Corp., aDelaware corporation (Parent), and UniteMerger Sub Corp., a Delaware corporationand an indirect wholly owned subsidiary ofParent (Merger Sub), pursuant to whichMerger Sub will be merged with and into theCompany (the merger).

Against AgainstMgmt2. To approve, on an advisory (non-binding)basis, certain compensation that may be paidor become payable to the Companys namedexecutive officers in connection with themerger.

For ForMgmt3. To approve the adjournment of the specialmeeting, if necessary or appropriate,including to solicit additional proxies if thereare insufficient votes at the time of the specialmeeting to approve the proposal to adopt themerger agreement.


Page 144 of 402

TRANSUNION

Security: 89400J107

Ticker: TRU

ISIN: US89400J1079





Recommendation

Proposal Vote



1. DIRECTOR

1 George M. Awad Withheld AgainstMgmt

2 C.A. Cartwright For ForMgmt

3 Siddharth N. Mehta Withheld AgainstMgmt

4 Andrew Prozes Withheld AgainstMgmt

For ForMgmt2. Ratification of appointment of Ernst & YoungLLP as TransUnion's independent registeredpublic accounting firm for the fiscal yearending December 31, 2019.

For ForMgmt3. To approve, on a non-binding advisory basis,the compensation of TransUnion's namedexecutive officers.


Page 145 of 402

TREX COMPANY, INC.

Security: 89531P105

Ticker: TREX

ISIN: US89531P1057





Recommendation

Proposal Vote



1. DIRECTOR

1 Michael F. Golden For ForMgmt

2 Richard E. Posey For ForMgmt

For ForMgmt2. To approve, on a non-binding advisory basis,the compensation of our named executiveofficers.

For ForMgmt3. To approve the Third Certificate ofAmendment to the Restated Certificate ofIncorporation of Trex Company, Inc. toimplement a majority voting standard inuncontested elections of directors.

For ForMgmt4. To ratify the appointment of Ernst & YoungLLP as Trex Company's independentregistered public accounting firm for the 2019fiscal year.


Page 146 of 402

TRIMBLE INC.

Security: 896239100

Ticker: TRMB

ISIN: US8962391004





Recommendation

Proposal Vote



1. DIRECTOR

1 Steven W. Berglund For ForMgmt

2 Kaigham (Ken) Gabriel For ForMgmt

3 Merit E. Janow For ForMgmt

4 Ulf J. Johansson For ForMgmt

5 Meaghan Lloyd For ForMgmt

6 Sandra MacQuillan For ForMgmt

7 Ronald S. Nersesian For ForMgmt

8 Mark S. Peek For ForMgmt

9 Johan Wibergh For ForMgmt

For ForMgmt2. To hold an advisory vote on approving thecompensation for our Named ExecutiveOfficers.


Page 147 of 402



Recommendation

For ForMgmt3. To ratify the appointment of Ernst & YoungLLP as the independent auditor of theCompany for the current fiscal year endingJanuary 3, 2020.


Page 148 of 402

TYLER TECHNOLOGIES, INC.

Security: 902252105

Ticker: TYL

ISIN: US9022521051





Recommendation

Proposal Vote



For ForMgmt1A. Election of Director: Donald R. Brattain

For ForMgmt1B. Election of Director: Glenn A. Carter

For ForMgmt1C. Election of Director: Brenda A. Cline

For ForMgmt1D. Election of Director: J. Luther King Jr.

For ForMgmt1E. Election of Director: John S. Marr Jr.

For ForMgmt1F. Election of Director: H. Lynn Moore Jr.

For ForMgmt1G. Election of Director: Daniel M. Pope

For ForMgmt1H. Election of Director: Dustin R. Womble

For ForMgmt2. Ratification of Ernst & Young LLP asindependent auditors.

Against AgainstMgmt3. Approval of an advisory resolution onexecutive compensation.


Page 149 of 402

UPLAND SOFTWARE, INC.

Security: 91544A109

Ticker: UPLD

ISIN: US91544A1097





Recommendation

Proposal Vote



1. DIRECTOR

1 David D. May Withheld AgainstMgmt

2 Joe Ross For ForMgmt

For ForMgmt2. To ratify the selection of Ernst & Young, LLPas our independent registered publicaccounting firm for the fiscal year endingDecember 31, 2019.


Page 150 of 402

VEEVA SYSTEMS INC.

Security: 922475108

Ticker: VEEV

ISIN: US9224751084





Recommendation

Proposal Vote



1. DIRECTOR

1 Ronald E.F. Codd For ForMgmt

2 Peter P. Gassner For ForMgmt

For ForMgmt2. Ratify the appointment of KPMG LLP asVeeva Systems Inc.'s independent registeredpublic accounting firm for the fiscal yearending January 31, 2020.


Page 151 of 402

VISTEON CORPORATION

Security: 92839U206

Ticker: VC

ISIN: US92839U2069





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: James J. Barrese

For ForMgmt1b. Election of Director: Naomi M. Bergman

For ForMgmt1c. Election of Director: Jeffrey D. Jones

For ForMgmt1d. Election of Director: Sachin S. Lawande

For ForMgmt1e. Election of Director: Joanne M. Maguire

For ForMgmt1f. Election of Director: Robert J. Manzo

For ForMgmt1g. Election of Director: Francis M. Scricco

For ForMgmt1h. Election of Director: David L. Treadwell

For ForMgmt1i. Election of Director: Harry J. Wilson

For ForMgmt1j. Election of Director: Rouzbeh Yassini-Fard


Page 152 of 402



Recommendation

For ForMgmt2. Ratify the appointment of Ernst & Young LLPas the Company's independent registeredpublic accounting firm for fiscal year 2019.

For ForMgmt3. Provide advisory approval of the Company'sexecutive compensation.


Page 153 of 402

WATSCO, INC.

Security: 942622200

Ticker: WSO

ISIN: US9426222009





Recommendation

Proposal Vote



1. DIRECTOR

1 Brian E. Keeley For ForMgmt

2 Steven (Slava) Rubin For ForMgmt

Against AgainstMgmt2. To approve a non-binding advisory resolutionregarding the compensation of our namedexecutive officers.

For ForMgmt3. To ratify the appointment of KPMG LLP as ourindependent registered public accounting firmfor the 2019 fiscal year.


Page 154 of 402

WESTERN ALLIANCE BANCORPORATION

Security: 957638109

Ticker: WAL

ISIN: US9576381092





Recommendation

Proposal Vote



For ForMgmt1A. Election of Director: Bruce Beach

For ForMgmt1B. Election of Director: Howard N. Gould

For ForMgmt1C. Election of Director: Steven J. Hilton

For ForMgmt1D. Election of Director: Marianne Boyd Johnson

For ForMgmt1E. Election of Director: Robert P. Latta

For ForMgmt1F. Election of Director: Todd Marshall

For ForMgmt1G. Election of Director: Adriane McFetridge

For ForMgmt1H. Election of Director: James E. Nave, D.V.M.

For ForMgmt1I. Election of Director: Michael Patriarca

For ForMgmt1J. Election of Director: Robert Gary Sarver

For ForMgmt1K. Election of Director: Donald D. Snyder


Page 155 of 402



Recommendation

For ForMgmt1L. Election of Director: Sung Won Sohn, Ph.D.

For ForMgmt1M. Election of Director: Kenneth A. Vecchione

For ForMgmt2. Approve, on a non-binding advisory basis,executive compensation.

For ForMgmt3. Ratify the appointment of RSM US LLP as theCompany's independent auditor.


Page 156 of 402

AGREE REALTY CORPORATION

Security: 008492100

Ticker: ADC

ISIN: US0084921008





Recommendation

Proposal Vote


BAIRD SMALLCAP VALUE

1. DIRECTOR

1 Joel Agree For ForMgmt

2 Craig Erlich For ForMgmt

3 Gregory Lehmkuhl For ForMgmt

4 William S. Rubenfaer For ForMgmt

For ForMgmt2. To ratify the appointment of Grant ThorntonLLP as our independent registered publicaccounting firm for 2019.

For ForMgmt3. To approve, by non-binding vote, executivecompensation.

For ForMgmt4. To approve an amendment to our Articles ofIncorporation, as amended and supplemented(our "Charter"), to increase the number ofauthorized shares of our common stock.


Page 157 of 402

AIR TRANSPORT SERVICES GROUP, INC.

Security: 00922R105

Ticker: ATSG

ISIN: US00922R1059





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Richard M. Baudouin

For ForMgmt1b. Election of Director: Robert K. Coretz

For ForMgmt1c. Election of Director: Joseph C. Hete

For ForMgmt1d. Election of Director: Raymond E. Johns, Jr.

For ForMgmt1e. Election of Director: Laura J. Peterson

For ForMgmt1f. Election of Director: Randy D. Rademacher

For ForMgmt1g. Election of Director: J. Christopher Teets

For ForMgmt1h. Election of Director: Jeffrey J. Vorholt

For ForMgmt2. Company proposal to ratify the selection ofDeloitte and Touche LLP as the independentregistered public accounting firm of theCompany for 2019.



Page 158 of 402



Recommendation

For ForMgmt4. Company proposal to amend the Company'sCertificate of Incorporation to increase thenumber of authorized shares of commonstock.

For ForMgmt5. Company proposal to approve the issuance of20% or more of the Company's commonstock in accordance with NASDAQMarketplace Rules.

For ForMgmt6. Company proposal to amend the Company'sCertificate of Incorporation to give holders of20% or more of the voting power of theCompany's outstanding voting stock the rightto call special meetings.

For ForMgmt7. Company proposal to approve anadjournment of the Annual Meeting, ifnecessary, to solicit additional proxies in favorof Proposals 4, 5 and 6.

For AgainstShr8. Shareholder proposal to give holders in theaggregate of 10% of the Company'soutstanding common stock the right to callspecial meetings.


Page 159 of 402

ALGONQUIN POWER & UTILITIES CORP.

Security: 015857105

Ticker: AQN

ISIN: CA0158571053

Meeting Type: Annual and Special




Recommendation

Proposal Vote



For ForMgmt1 The appointment of Ernst & Young LLP,Chartered Accountants, as auditors of theCorporation.

2 DIRECTOR

1 Christopher Ball For ForMgmt

2 Melissa S. Barnes For ForMgmt

3 Christopher Jarratt For ForMgmt

4 D. Randy Laney For ForMgmt

5 Kenneth Moore For ForMgmt

6 Ian Robertson For ForMgmt

7 Masheed Saidi For ForMgmt

8 Dilek Samil For ForMgmt

9 George Steeves For ForMgmt


Page 160 of 402



Recommendation

For ForMgmt3 The resolution set forth in Schedule "A" of theCorporation's management informationcircular dated April 22, 2019 (the "Circular") toapprove the unallocated options under theCorporation's stock option plan as disclosedin the Circular.

For ForMgmt4 The advisory resolution set forth in Schedule"C" of the Circular to accept the approach toexecutive compensation as disclosed in theCircular.

For ForMgmt5 The resolution set forth in Schedule "D" of theCircular to approve the continuation,amendment and restatement of theCorporation's shareholder rights plan asdisclosed in the Circular.

For ForMgmt6 The resolution set forth in Schedule "G" of theCircular to confirm and approve theCorporation's advance notice by-law asdisclosed in the Circular.


Page 161 of 402

ALLIANT ENERGY CORPORATION

Security: 018802108

Ticker: LNT

ISIN: US0188021085





Recommendation

Proposal Vote



1. DIRECTOR

1 Roger K. Newport# For ForMgmt

2 Jillian C. Evanko* For ForMgmt

3 John O. Larsen* For ForMgmt

4 Thomas F. O'Toole* For ForMgmt


For ForMgmt3. Ratification of the appointment of Deloitte &Touche LLP as the Company's independentregistered public accounting firm for 2019.

For AgainstShr4. A shareowner proposal requesting periodicreports disclosing expenditures on politicalactivities.


Page 162 of 402

ATLANTICA YIELD PLC

Security: G0751N103

Ticker: AY

ISIN: GB00BLP5YB54





Recommendation

Proposal Vote



No vote Mgmt1. To receive the accounts and reports of thedirectors and the auditors for the year ended31 December 2018

No vote Mgmt2. To approve the directors' remuneration report,excluding the directors' remuneration policy,for the year ended 31 December 2018

No vote Mgmt3. To approve the directors' remuneration policy

No vote Mgmt4. To elect Santiago Seage as director of theCompany

No vote Mgmt5. Redemption of share premium account

No vote Mgmt6. To authorise the Company to purchase itsown shares


Page 163 of 402

ATLAS AIR WORLDWIDE HOLDINGS, INC.

Security: 049164205

Ticker: AAWW

ISIN: US0491642056





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Robert F. Agnew

For ForMgmt1b. Election of Director: Timothy J. Bernlohr

For ForMgmt1c. Election of Director: Charles F. Bolden, Jr.

For ForMgmt1d. Election of Director: William J. Flynn

For ForMgmt1e. Election of Director: Bobby J. Griffin

For ForMgmt1f. Election of Director: Carol B. Hallett

For ForMgmt1g. Election of Director: Jane H. Lute

For ForMgmt1h. Election of Director: Duncan J. McNabb

For ForMgmt1i. Election of Director: Sheila A. Stamps

For ForMgmt1j. Election of Director: John K. Wulff


Page 164 of 402



Recommendation

For ForMgmt2. Ratification of the selection ofPricewaterhouseCoopers LLP as theCompany's registered public accounting firmfor the fiscal year ending December 31, 2019.

For ForMgmt3. Advisory vote to approve the compensation ofthe Company's Named Executive Officers.

For ForMgmt4. Approval of an amendment to our 2018Incentive Plan.


Page 165 of 402

BLACKSTONE MORTGAGE TRUST, INC

Security: 09257W100

Ticker: BXMT

ISIN: US09257W1009





Recommendation

Proposal Vote



1. DIRECTOR

1 Michael B. Nash For ForMgmt

2 Stephen D. Plavin For ForMgmt

3 Leonard W. Cotton For ForMgmt

4 Thomas E. Dobrowski For ForMgmt

5 Martin L. Edelman For ForMgmt

6 Henry N. Nassau For ForMgmt

7 Jonathan L. Pollack Withheld AgainstMgmt

8 Lynne B. Sagalyn For ForMgmt

For ForMgmt2. Ratify the appointment of Deloitte & ToucheLLP as the Company's independentregistered public accounting firm for the fiscalyear ending December 31, 2019.


Page 166 of 402



Recommendation

For ForMgmt3. Advisory Vote on Executive Compensation: Toapprove in a non- binding, advisory vote, thecompensation paid to our named executiveofficers.

1 Year ForMgmt4. Frequency of Advisory Vote on ExecutiveCompensation: To approve in a non-binding,advisory vote, whether a stockholder vote toapprove the compensation of our namedexecutive officers should occur every one, twoor three years.


Page 167 of 402

BOFI HOLDING, INC.

Security: 05566U108

Ticker:

ISIN: US05566U1088





Recommendation

Proposal Vote



1. DIRECTOR

1 Paul J. Grinberg Withheld AgainstMgmt

2 Gregory Garrabrants For ForMgmt

3 Uzair Dada For ForMgmt

Against AgainstMgmt2. To approve, in a non-binding and advisoryvote, the compensation of the Company'snamed executive officers as disclosed in theCompany's proxy statement

For ForMgmt3. To ratify the selection of BDO USA, LLP asthe Company's independent public accountingfirm for fiscal year 2019


Page 168 of 402

BOINGO WIRELESS, INC.

Security: 09739C102

Ticker: WIFI

ISIN: US09739C1027





Recommendation

Proposal Vote



For ForMgmt1A. Election of Director: Lance Rosenzweig

For ForMgmt1B. Election of Director: Michele Choka

For ForMgmt1C. Election of Director: David Hagan

For ForMgmt1D. Election of Director: Terrell Jones

For ForMgmt1E. Election of Director: Kathy Misunas

For ForMgmt2. Ratification of the appointment ofPricewaterhouseCoopers LLP as theCompany's independent registered publicaccounting firm for the fiscal year endingDecember 31, 2019.

For ForMgmt3. Advisory approval of the Company'sexecutive compensation for the year endedDecember 31, 2018.


Page 169 of 402

CARETRUST REIT

Security: 14174T107

Ticker: CTRE

ISIN: US14174T1079





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Allen C. Barbieri

For ForMgmt1b. Election of Director: Jon D. Kline

For ForMgmt1c. Election of Director: Diana M. Laing

For ForMgmt2. Approval, on an advisory basis, of thecompensation of the Company's namedexecutive officers.

For ForMgmt3. Ratification of the appointment of Deloitte &Touche LLP as the Company's independentregistered public accounting firm for the fiscalyear ending December 31, 2019.


Page 170 of 402

CYPRESS SEMICONDUCTOR CORPORATION

Security: 232806109

Ticker: CY

ISIN: US2328061096





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: W. Steve Albrecht

For ForMgmt1b. Election of Director: Hassane El-Khoury

For ForMgmt1c. Election of Director: Oh Chul Kwon

For ForMgmt1d. Election of Director: Catherine P. Lego

For ForMgmt1e. Election of Director: Camillo Martino

For ForMgmt1f. Election of Director: Jeffrey J. Owens

For ForMgmt1g. Election of Director: Jeannine P. Sargent

For ForMgmt1h. Election of Director: Michael S. Wishart

For ForMgmt2. Ratification of the appointment ofPricewaterhouseCoopers LLP as theCompany's independent registered publicaccounting firm for fiscal year 2019.

For ForMgmt3. Approval, on an advisory basis, of theCompany's named executive officercompensation.


Page 171 of 402

CYRUSONE INC.

Security: 23283R100

Ticker: CONE

ISIN: US23283R1005





Recommendation

Proposal Vote



1. DIRECTOR

1 David H. Ferdman For ForMgmt

2 John W. Gamble, Jr. For ForMgmt

3 Michael A. Klayko For ForMgmt

4 T. Tod Nielsen For ForMgmt

5 Alex Shumate For ForMgmt

6 William E. Sullivan For ForMgmt

7 Lynn A. Wentworth For ForMgmt

8 Gary J. Wojtaszek For ForMgmt

For ForMgmt2. Advisory vote to approve the compensation ofthe Company's named executive officers.

For ForMgmt3. Ratification of the appointment of Deloitte &Touche LLP as the Company's independentregistered public accounting firm for the yearending December 31, 2019.


Page 172 of 402

DELUXE CORPORATION

Security: 248019101

Ticker: DLX

ISIN: US2480191012





Recommendation

Proposal Vote



1. DIRECTOR

1 Ronald C. Baldwin For ForMgmt

2 C.E. Mayberry McKissack For ForMgmt

3 Barry C. McCarthy For ForMgmt

4 Don J. McGrath For ForMgmt

5 Neil J. Metviner For ForMgmt

6 Stephen P. Nachtsheim For ForMgmt

7 Thomas J. Reddin For ForMgmt

8 Martyn R. Redgrave For ForMgmt

9 John L. Stauch For ForMgmt

10 Victoria A. Treyger For ForMgmt


Page 173 of 402



Recommendation

For ForMgmt2. Approve, on an advisory (non-binding) basis,the compensation of our Named ExecutiveOfficers

For ForMgmt3. Ratify the appointment ofPricewaterhouseCoopers LLP as ourindependent registered public accounting firmfor the fiscal year ending December 31, 2019


Page 174 of 402

EAGLE PHARMACEUTICALS, INC.

Security: 269796108

Ticker: EGRX

ISIN: US2697961082





Recommendation

Proposal Vote



1. DIRECTOR

1 Scott Tarriff Withheld AgainstMgmt

2 Sander Flaum Withheld AgainstMgmt

For ForMgmt2. To ratify the selection by the audit committeeof the Board of Directors of BDO USA, LLP asthe Company's independent registered publicaccounting firm for the fiscal year endingDecember 31, 2019.

For ForMgmt3. To approve, on an advisory basis, thecompensation of the Company's namedexecutive officers.


Page 175 of 402

ESSENT GROUP LTD

Security: G3198U102

Ticker: ESNT

ISIN: BMG3198U1027





Recommendation

Proposal Vote



1. DIRECTOR

1 Angela L. Heise For ForMgmt

2 Robert Glanville For ForMgmt

For ForMgmt2. REAPPOINTMENT OFPRICEWATERHOUSECOOPERS LLP ASINDEPENDENT REGISTERED PUBLICACCOUNTING FIRM FOR THE YEARENDED DECEMBER 31, 2019 AND UNTILTHE 2020 ANNUAL GENERAL MEETING OFSHAREHOLDERS, AND TO REFER THEDETERMINATION OF THE AUDITORS'COMPENSATION TO THE BOARD OFDIRECTORS.

For ForMgmt3. PROVIDE A NON-BINDING, ADVISORYVOTE ON OUR EXECUTIVECOMPENSATION.


Page 176 of 402

HEXCEL CORPORATION

Security: 428291108

Ticker: HXL

ISIN: US4282911084





Recommendation

Proposal Vote



For ForMgmt1.1 Election of Director: Nick L. Stanage

For ForMgmt1.2 Election of Director: Joel S. Beckman

For ForMgmt1.3 Election of Director: Lynn Brubaker

For ForMgmt1.4 Election of Director: Jeffrey C. Campbell

For ForMgmt1.5 Election of Director: Cynthia M. Egnotovich

For ForMgmt1.6 Election of Director: Thomas A. Gendron

For ForMgmt1.7 Election of Director: Jeffrey A. Graves

For ForMgmt1.8 Election of Director: Guy C. Hachey

For ForMgmt1.9 Election of Director: Catherine A. Suever

For ForMgmt2. Advisory vote to approve 2018 executivecompensation.


Page 177 of 402



Recommendation

For ForMgmt3. Amendment to the Hexcel Corporation 2013Incentive Stock Plan.

For ForMgmt4. Ratification of Ernst & Young LLP asIndependent Registered Public AccountingFirm for 2019.


Page 178 of 402

HILLTOP HOLDINGS INC.

Security: 432748101

Ticker: HTH

ISIN: US4327481010





Recommendation

Proposal Vote



1. DIRECTOR

1 Charlotte J. Anderson Withheld AgainstMgmt

2 Rhodes R. Bobbitt For ForMgmt

3 Tracy A. Bolt For ForMgmt

4 W. Joris Brinkerhoff Withheld AgainstMgmt

5 J. Taylor Crandall Withheld AgainstMgmt

6 Charles R. Cummings For ForMgmt

7 Hill A. Feinberg For ForMgmt

8 Gerald J. Ford For ForMgmt

9 Jeremy B. Ford For ForMgmt

10 J. Markham Green For ForMgmt

11 William T. Hill, Jr. Withheld AgainstMgmt


Page 179 of 402



Recommendation

12 Lee Lewis For ForMgmt

13 Andrew J. Littlefair For ForMgmt

14 W. Robert Nichols, III Withheld AgainstMgmt

15 C. Clifton Robinson For ForMgmt

16 Kenneth D. Russell For ForMgmt

17 A. Haag Sherman For ForMgmt

18 Robert C. Taylor, Jr. Withheld AgainstMgmt

19 Carl B. Webb For ForMgmt

20 Alan B. White For ForMgmt

Against AgainstMgmt2. Advisory vote to approve executivecompensation.

For ForMgmt3. Ratification of the appointment ofPricewaterhouseCoopers LLP as HilltopHoldings Inc.'s independent registered publicaccounting firm for the 2018 fiscal year.


Page 180 of 402

ICU MEDICAL, INC.

Security: 44930G107

Ticker: ICUI

ISIN: US44930G1076





Recommendation

Proposal Vote



1. DIRECTOR

1 Vivek Jain For ForMgmt

2 George A. Lopez, M.D. For ForMgmt

3 Robert S. Swinney, M.D. For ForMgmt

4 David C. Greenberg For ForMgmt

5 Elisha W. Finney For ForMgmt

6 David F. Hoffmeister For ForMgmt

7 Donald M. Abbey For ForMgmt

For ForMgmt2. To ratify the selection of Deloitte & ToucheLLP as auditors for the Company for the yearending December 31, 2019.

For ForMgmt3. To approve named executive officercompensation on an advisory basis.


Page 181 of 402

IMMERSION CORPORATION

Security: 452521107

Ticker: IMMR

ISIN: US4525211078





Recommendation

Proposal Vote



1. DIRECTOR

1 Sumit Agarwal For ForMgmt

2 Sid Ganis For ForMgmt

3 Ramzi Haidamus For ForMgmt

4 David Sugishita For ForMgmt

5 Jonathan Visbal For ForMgmt

For ForMgmt2. Ratification of appointment of Deloitte &Touche LLP as Immersion Corporation'sindependent registered public accounting firmfor fiscal 2019.

For ForMgmt3. Advisory vote on the compensation of ournamed executive officers.

For ForMgmt4. Approval of an amendment to ImmersionCorporation 2011 Equity Incentive Plan.


Page 182 of 402

INTEGRATED DEVICE TECHNOLOGY, INC.

Security: 458118106

Ticker: IDTI

ISIN: US4581181066





Recommendation

Proposal Vote



1. DIRECTOR

1 Ken Kannappan For ForMgmt

2 Umesh Padval For ForMgmt

3 Gordon Parnell For ForMgmt

4 Robert Rango For ForMgmt

5 Norman Taffe For ForMgmt

6 Selena LaCroix For ForMgmt

7 Gregory Waters For ForMgmt


For ForMgmt3. Ratification of the selection ofPricewaterhouseCoopers LLP as theindependent registered public accounting firmof the Company.


Page 183 of 402


Security: 458118106

Ticker: IDTI

ISIN: US4581181066





Recommendation

Proposal Vote



For ForMgmt1. To adopt the Agreement and Plan of Merger,by and between Renesas ElectronicsCorporation, a Japanese corporation("Parent"), and Integrated Device Technology,Inc., a Delaware corporation (the "Company"),Chapter Two Company, which was formedfollowing the date of the Merger Agreementas a Delaware corporation and a directwholly-owned subsidiary of Parent.

For ForMgmt2. To approve an adjournment of the SpecialMeeting to a later date or dates, if necessaryor appropriate, to solicit additional proxies ifthere are insufficient votes to adopt theMerger Agreement at the time of the SpecialMeeting.

For ForMgmt3. To approve, on a non-binding, advisory basis,compensation that will or may becomepayable to the Company's named executiveofficers in connection with the Merger.


Page 184 of 402

J2 GLOBAL, INC

Security: 48123V102

Ticker: JCOM

ISIN: US48123V1026





Recommendation

Proposal Vote



For ForMgmt1.1 Election of Director: Richard S. Ressler

For ForMgmt1.2 Election of Director: Douglas Y. Bech

For ForMgmt1.3 Election of Director: Robert J. Cresci

For ForMgmt1.4 Election of Director: Sarah Fay

For ForMgmt1.5 Election of Director: W. Brian Kretzmer

For ForMgmt1.6 Election of Director: Jonathan F. Miller

For ForMgmt1.7 Election of Director: Stephen Ross

For ForMgmt1.8 Election of Director: Vivek Shah

For ForMgmt2. To ratify the appointment of BDO USA, LLP toserve as J2 Global's independent auditors forfiscal 2019.

Against AgainstMgmt3. To provide an advisory vote on thecompensation of J2 Global' s namedexecutive officers.


Page 185 of 402


Security: 513272104

Ticker: LW

ISIN: US5132721045





Recommendation

Proposal Vote














Page 186 of 402



Recommendation



Page 187 of 402

LTC PROPERTIES, INC.

Security: 502175102

Ticker: LTC

ISIN: US5021751020





Recommendation

Proposal Vote



For ForMgmt1.1 Election of Director: Boyd W. Hendrickson

For ForMgmt1.2 Election of Director: James J. Pieczynski

For ForMgmt1.3 Election of Director: Devra G. Shapiro

For ForMgmt1.4 Election of Director: Wendy L. Simpson

For ForMgmt1.5 Election of Director: Timothy J. Triche, M.D.

For ForMgmt2. Ratification of independent registered publicaccounting firm.



Page 188 of 402

MERCHANTS BANCORP

Security: 58844R108

Ticker: MBIN

ISIN: US58844R1086





Recommendation

Proposal Vote



1. DIRECTOR

1 Michael F. Petrie For ForMgmt

2 Randall D. Rogers For ForMgmt

3 Michael J. Dunlap For ForMgmt

4 Scott A. Evans For ForMgmt

5 Sue Anne Gilroy Withheld AgainstMgmt

6 Andrew A. Juster For ForMgmt

7 Patrick D. O'Brien Withheld AgainstMgmt

8 Anne E. Sellers Withheld AgainstMgmt

9 David N. Shane Withheld AgainstMgmt

For ForMgmt2. Ratification of the appointment of BKD, LLPas our independent registered publicaccounting firm for the year ending December31, 2019.


Page 189 of 402

META FINANCIAL GROUP, INC.

Security: 59100U108

Ticker: CASH

ISIN: US59100U1088





Recommendation

Proposal Vote



1. DIRECTOR

1 Bradley C. Hanson For ForMgmt

2 Elizabeth G. Hoople For ForMgmt

For ForMgmt2. To approve by a non-binding advisory vote,the compensation of our "named executiveofficers" (a Say-on-Pay vote).

For ForMgmt3. To ratify the appointment by the Board ofDirectors of independent registered publicaccounting firm Crowe LLP as theindependent auditors of the Company'sfinancial statements for the year endingSeptember 30, 2019.


Page 190 of 402

NMI HOLDINGS, INC.

Security: 629209305

Ticker: NMIH

ISIN: US6292093050





Recommendation

Proposal Vote



1. DIRECTOR

1 Bradley M. Shuster For ForMgmt

2 Claudia J. Merkle For ForMgmt

3 Michael Embler For ForMgmt

4 James G. Jones For ForMgmt

5 Lynn McCreary For ForMgmt

6 Michael Montgomery For ForMgmt

7 Regina Muehlhauser For ForMgmt

8 James H. Ozanne For ForMgmt

9 Steven L. Scheid For ForMgmt

For ForMgmt2. Advisory approval of our executivecompensation.


Page 191 of 402



Recommendation

1 Year ForMgmt3. Advisory vote on whether the frequency of thestockholder vote on our executivecompensation should be every 1, 2 or 3years.

For ForMgmt4. Ratification of the appointment of BDO USA,LLP as NMI Holdings, Inc.'s independentauditors.


Page 192 of 402

OLD REPUBLIC INTERNATIONAL CORPORATION

Security: 680223104

Ticker: ORI

ISIN: US6802231042





Recommendation

Proposal Vote



1. DIRECTOR

1 Steven J. Bateman Withheld AgainstMgmt

2 Jimmy A. Dew Withheld AgainstMgmt

3 John M. Dixon Withheld AgainstMgmt

4 Glenn W. Reed Withheld AgainstMgmt

5 Dennis P. Van Mieghem Withheld AgainstMgmt

For ForMgmt2. To ratify the selection of KPMG LLP as thecompany's auditors for 2019.


For AgainstShr4. To vote on the Shareholder proposal listed inthe Company's Proxy Statement, if properlysubmitted.


Page 193 of 402

PHYSICIANS REALTY TRUST

Security: 71943U104

Ticker: DOC

ISIN: US71943U1043





Recommendation

Proposal Vote



1. DIRECTOR

1 John T. Thomas For ForMgmt

2 Tommy G. Thompson For ForMgmt

3 Stanton D. Anderson For ForMgmt

4 Mark A. Baumgartner For ForMgmt

5 Albert C. Black, Jr. For ForMgmt

6 William A Ebinger M.D For ForMgmt

7 Pamela J. Kessler For ForMgmt

8 Richard A. Weiss For ForMgmt

For ForMgmt2. To ratify the appointment of Ernst & YoungLLP as the Company's independentregistered public accounting firm for the fiscalyear ending December 31, 2019.


Page 194 of 402



Recommendation

For ForMgmt3. To approve, on an advisory basis, thecompensation of the Company's namedexecutive officers, as disclosed in theaccompanying proxy statement.

For ForMgmt4. To approve the Amended and RestatedPhysicians Realty Trust 2013 Equity IncentivePlan.


Page 195 of 402

SELECT ENERGY SERVICES, INC.

Security: 81617J301

Ticker: WTTR

ISIN: US81617J3014





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: John D. Schmitz

For ForMgmt1b. Election of Director: Holli C. Ladhani

For ForMgmt1c. Election of Director: Robert V. Delaney

For ForMgmt1d. Election of Director: Adam J. Klein

For ForMgmt1e. Election of Director: David C. Baldwin

For ForMgmt1f. Election of Director: Douglas J. Wall

For ForMgmt1g. Election of Director: Richard A. Burnett

For ForMgmt1h. Election of Director: Keith O. Rattie

For ForMgmt1i. Election of Director: David A. Trice

For ForMgmt2. To ratify the appointment of Grant ThorntonLLP as the independent public accountingfirm of Select Energy Services, Inc. for fiscalyear 2019.


Page 196 of 402



Recommendation

For ForMgmt3. To approve an amendment to our Charter tochange the stockholder vote required toamend our Bylaws from a 66 2/3% to amajority vote requirement.


Page 197 of 402

SILICON MOTION TECHNOLOGY CORP.

Security: 82706C108

Ticker: SIMO

ISIN: US82706C1080





Recommendation

Proposal Vote



For ForMgmt1. To elect Mr. Kuan-Ming Lin and Mr. Shii-TyngDuann as additional directors to the existingBoard (as defined in the current Articles ofAssociation of the Company) with immediateeffect upon the adoption of the ordinaryresolution and that each proposed director iswilling to hold such office and has delivered aletter of consent to the Company.

For ForMgmt2. To re-elect Mr. Han-Ping D. Shieh as adirector of the Company.

For ForMgmt3. To ratify the selection of Deloitte & Touche asindependent auditors of the Company for thefiscal year ending December 31, 2018 andauthorize the directors to fix theirremuneration.


Page 198 of 402

SOLARIS OILFIELD INFRASTRUCTURE, INC.

Security: 83418M103

Ticker: SOI

ISIN: US83418M1036





Recommendation

Proposal Vote



1. DIRECTOR

1 W. Howard Keenan, Jr. Withheld AgainstMgmt

2 Ray N. Walker, Jr. For ForMgmt

3 Cynthia M. Durrett For ForMgmt

For ForMgmt2. Ratify the appointment of BDO USA, LLP asthe Company's independent registered publicaccounting firm for fiscal 2019.


Page 199 of 402

SOUTHWEST GAS HOLDINGS, INC.

Security: 844895102

Ticker: SWX

ISIN: US8448951025





Recommendation

Proposal Vote



1. DIRECTOR

1 Robert L. Boughner For ForMgmt

2 José A. Cárdenas For ForMgmt

3 Thomas E. Chestnut For ForMgmt

4 Stephen C. Comer For ForMgmt

5 John P. Hester For ForMgmt

6 Jane Lewis-Raymond For ForMgmt

7 Anne L. Mariucci For ForMgmt

8 Michael J. Melarkey For ForMgmt

9 A. Randall Thoman For ForMgmt

10 Thomas A. Thomas For ForMgmt

11 Leslie T. Thornton For ForMgmt


Page 200 of 402



Recommendation

For ForMgmt2. To APPROVE an increase in the authorizedshares of Company Common Stock from60,000,000 to 120,000,000.

For ForMgmt3. To APPROVE the Company's reincorporationfrom California to Delaware.

For ForMgmt4. To APPROVE, on an advisory basis, theCompany's executive compensation.

For ForMgmt5. To RATIFY the selection ofPricewaterhouseCoopers LLP as theindependent registered public accounting firmfor the Company for fiscal year 2019.

For ForMgmt6. To APPROVE the adjournment of the AnnualMeeting, if necessary, to solicit additionalproxies in the event that there are notsufficient votes at the time of the AnnualMeeting to approve Proposal 2 or Proposal 3.


Page 201 of 402

ZAGG INC

Security: 98884U108

Ticker: ZAGG

ISIN: US98884U1088





Recommendation

Proposal Vote



1. DIRECTOR

1 Chris Ahern For ForMgmt

2 Michael T. Birch For ForMgmt

3 Cheryl A. Larabee For ForMgmt

4 Daniel R. Maurer For ForMgmt

5 P. Scott Stubbs For ForMgmt

For ForMgmt2. Ratification of the Appointment of KPMG LLPas independent registered public accountingfirm for the Company.

For ForMgmt3. Non-binding advisory vote to approve thecompensation of our named executive officersin 2018.

1 Year ForMgmt4. Non-binding advisory vote on the frequency offuture advisory votes on compensation ofnamed executive officers.


Page 202 of 402

AGREE REALTY CORPORATION

Security: 008492100

Ticker: ADC

ISIN: US0084921008





Recommendation

Proposal Vote


Baird Small/Mid Cap Value Fund

1. DIRECTOR

1 Joel Agree For ForMgmt

2 Craig Erlich For ForMgmt

3 Gregory Lehmkuhl For ForMgmt

4 William S. Rubenfaer For ForMgmt

For ForMgmt2. To ratify the appointment of Grant ThorntonLLP as our independent registered publicaccounting firm for 2019.


For ForMgmt4. To approve an amendment to our Articles ofIncorporation, as amended and supplemented(our "Charter"), to increase the number ofauthorized shares of our common stock.


Page 203 of 402

AIR TRANSPORT SERVICES GROUP, INC.

Security: 00922R105

Ticker: ATSG

ISIN: US00922R1059





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Richard M. Baudouin

For ForMgmt1b. Election of Director: Robert K. Coretz

For ForMgmt1c. Election of Director: Joseph C. Hete

For ForMgmt1d. Election of Director: Raymond E. Johns, Jr.

For ForMgmt1e. Election of Director: Laura J. Peterson

For ForMgmt1f. Election of Director: Randy D. Rademacher

For ForMgmt1g. Election of Director: J. Christopher Teets

For ForMgmt1h. Election of Director: Jeffrey J. Vorholt

For ForMgmt2. Company proposal to ratify the selection ofDeloitte and Touche LLP as the independentregistered public accounting firm of theCompany for 2019.



Page 204 of 402



Recommendation

For ForMgmt4. Company proposal to amend the Company'sCertificate of Incorporation to increase thenumber of authorized shares of commonstock.

For ForMgmt5. Company proposal to approve the issuance of20% or more of the Company's commonstock in accordance with NASDAQMarketplace Rules.

For ForMgmt6. Company proposal to amend the Company'sCertificate of Incorporation to give holders of20% or more of the voting power of theCompany's outstanding voting stock the rightto call special meetings.

For ForMgmt7. Company proposal to approve anadjournment of the Annual Meeting, ifnecessary, to solicit additional proxies in favorof Proposals 4, 5 and 6.

For AgainstShr8. Shareholder proposal to give holders in theaggregate of 10% of the Company'soutstanding common stock the right to callspecial meetings.


Page 205 of 402

ALGONQUIN POWER & UTILITIES CORP.

Security: 015857105

Ticker: AQN

ISIN: CA0158571053

Meeting Type: Annual and Special




Recommendation

Proposal Vote



For ForMgmt1 The appointment of Ernst & Young LLP,Chartered Accountants, as auditors of theCorporation.

2 DIRECTOR

1 Christopher Ball For ForMgmt

2 Melissa S. Barnes For ForMgmt

3 Christopher Jarratt For ForMgmt

4 D. Randy Laney For ForMgmt

5 Kenneth Moore For ForMgmt

6 Ian Robertson For ForMgmt

7 Masheed Saidi For ForMgmt

8 Dilek Samil For ForMgmt

9 George Steeves For ForMgmt


Page 206 of 402



Recommendation

For ForMgmt3 The resolution set forth in Schedule "A" of theCorporation's management informationcircular dated April 22, 2019 (the "Circular") toapprove the unallocated options under theCorporation's stock option plan as disclosedin the Circular.

For ForMgmt4 The advisory resolution set forth in Schedule"C" of the Circular to accept the approach toexecutive compensation as disclosed in theCircular.

For ForMgmt5 The resolution set forth in Schedule "D" of theCircular to approve the continuation,amendment and restatement of theCorporation's shareholder rights plan asdisclosed in the Circular.

For ForMgmt6 The resolution set forth in Schedule "G" of theCircular to confirm and approve theCorporation's advance notice by-law asdisclosed in the Circular.


Page 207 of 402

AMERICAN FINANCIAL GROUP, INC.

Security: 025932104

Ticker: AFG

ISIN: US0259321042





Recommendation

Proposal Vote



1. DIRECTOR

1 Carl H. Lindner III For ForMgmt

2 S. Craig Lindner For ForMgmt

3 Kenneth C. Ambrecht For ForMgmt

4 John B. Berding For ForMgmt

5 Joseph E. Consolino For ForMgmt

6 Virginia C. Drosos For ForMgmt

7 James E. Evans For ForMgmt

8 Terry S. Jacobs For ForMgmt

9 Gregory G. Joseph For ForMgmt

10 Mary Beth Martin For ForMgmt

11 William W. Verity For ForMgmt


Page 208 of 402



Recommendation

12 John I. Von Lehman For ForMgmt

For ForMgmt2. Proposal to ratify the Audit Committee'sappointment of Ernst & Young LLP as theCompany's Independent Registered PublicAccounting Firm for 2019.

For ForMgmt3. Advisory vote on compensation of namedexecutive officers.


Page 209 of 402

ATLAS AIR WORLDWIDE HOLDINGS, INC.

Security: 049164205

Ticker: AAWW

ISIN: US0491642056





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Robert F. Agnew

For ForMgmt1b. Election of Director: Timothy J. Bernlohr

For ForMgmt1c. Election of Director: Charles F. Bolden, Jr.

For ForMgmt1d. Election of Director: William J. Flynn

For ForMgmt1e. Election of Director: Bobby J. Griffin

For ForMgmt1f. Election of Director: Carol B. Hallett

For ForMgmt1g. Election of Director: Jane H. Lute

For ForMgmt1h. Election of Director: Duncan J. McNabb

For ForMgmt1i. Election of Director: Sheila A. Stamps

For ForMgmt1j. Election of Director: John K. Wulff


Page 210 of 402



Recommendation

For ForMgmt2. Ratification of the selection ofPricewaterhouseCoopers LLP as theCompany's registered public accounting firmfor the fiscal year ending December 31, 2019.

For ForMgmt3. Advisory vote to approve the compensation ofthe Company's Named Executive Officers.

For ForMgmt4. Approval of an amendment to our 2018Incentive Plan.


Page 211 of 402

ATMOS ENERGY CORPORATION

Security: 049560105

Ticker: ATO

ISIN: US0495601058





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Robert W. Best

For ForMgmt1b. Election of Director: Kim R. Cocklin

For ForMgmt1c. Election of Director: Kelly H. Compton

For ForMgmt1d. Election of Director: Sean Donohue

For ForMgmt1e. Election of Director: Rafael G. Garza

For ForMgmt1f. Election of Director: Richard K. Gordon

For ForMgmt1g. Election of Director: Robert C. Grable

For ForMgmt1h. Election of Director: Michael E. Haefner

For ForMgmt1i. Election of Director: Nancy K. Quinn

For ForMgmt1j. Election of Director: Richard A. Sampson

For ForMgmt1k. Election of Director: Stephen R. Springer


Page 212 of 402



Recommendation

For ForMgmt1l. Election of Director: Diana J. Walters

For ForMgmt1m. Election of Director: Richard Ware II

For ForMgmt2. Proposal to ratify the appointment of Ernst &Young LLP as the Company's independentregistered public accounting firm for fiscal2019.

For ForMgmt3. Proposal for an advisory vote by shareholdersto approve the compensation of theCompany's named executive officers for fiscal2018 ("Say-on-Pay").

For AgainstShr4. Shareholder proposal regarding preparationof report on methane emissions.


Page 213 of 402

BLACKSTONE MORTGAGE TRUST, INC

Security: 09257W100

Ticker: BXMT

ISIN: US09257W1009





Recommendation

Proposal Vote



1. DIRECTOR

1 Michael B. Nash For ForMgmt

2 Stephen D. Plavin For ForMgmt

3 Leonard W. Cotton For ForMgmt

4 Thomas E. Dobrowski For ForMgmt

5 Martin L. Edelman For ForMgmt

6 Henry N. Nassau For ForMgmt

7 Jonathan L. Pollack Withheld AgainstMgmt

8 Lynne B. Sagalyn For ForMgmt

For ForMgmt2. Ratify the appointment of Deloitte & ToucheLLP as the Company's independentregistered public accounting firm for the fiscalyear ending December 31, 2019.


Page 214 of 402



Recommendation

For ForMgmt3. Advisory Vote on Executive Compensation: Toapprove in a non- binding, advisory vote, thecompensation paid to our named executiveofficers.

1 Year ForMgmt4. Frequency of Advisory Vote on ExecutiveCompensation: To approve in a non-binding,advisory vote, whether a stockholder vote toapprove the compensation of our namedexecutive officers should occur every one, twoor three years.


Page 215 of 402

BOFI HOLDING, INC.

Security: 05566U108

Ticker:

ISIN: US05566U1088





Recommendation

Proposal Vote



1. DIRECTOR

1 Paul J. Grinberg Withheld AgainstMgmt

2 Gregory Garrabrants For ForMgmt

3 Uzair Dada For ForMgmt

Against AgainstMgmt2. To approve, in a non-binding and advisoryvote, the compensation of the Company'snamed executive officers as disclosed in theCompany's proxy statement

For ForMgmt3. To ratify the selection of BDO USA, LLP asthe Company's independent public accountingfirm for fiscal year 2019


Page 216 of 402

BOINGO WIRELESS, INC.

Security: 09739C102

Ticker: WIFI

ISIN: US09739C1027





Recommendation

Proposal Vote



For ForMgmt1A. Election of Director: Lance Rosenzweig

For ForMgmt1B. Election of Director: Michele Choka

For ForMgmt1C. Election of Director: David Hagan

For ForMgmt1D. Election of Director: Terrell Jones

For ForMgmt1E. Election of Director: Kathy Misunas


For ForMgmt3. Advisory approval of the Company'sexecutive compensation for the year endedDecember 31, 2018.


Page 217 of 402

CARETRUST REIT

Security: 14174T107

Ticker: CTRE

ISIN: US14174T1079





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Allen C. Barbieri

For ForMgmt1b. Election of Director: Jon D. Kline

For ForMgmt1c. Election of Director: Diana M. Laing

For ForMgmt2. Approval, on an advisory basis, of thecompensation of the Company's namedexecutive officers.

For ForMgmt3. Ratification of the appointment of Deloitte &Touche LLP as the Company's independentregistered public accounting firm for the fiscalyear ending December 31, 2019.


Page 218 of 402

CYPRESS SEMICONDUCTOR CORPORATION

Security: 232806109

Ticker: CY

ISIN: US2328061096





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: W. Steve Albrecht

For ForMgmt1b. Election of Director: Hassane El-Khoury

For ForMgmt1c. Election of Director: Oh Chul Kwon

For ForMgmt1d. Election of Director: Catherine P. Lego

For ForMgmt1e. Election of Director: Camillo Martino

For ForMgmt1f. Election of Director: Jeffrey J. Owens

For ForMgmt1g. Election of Director: Jeannine P. Sargent

For ForMgmt1h. Election of Director: Michael S. Wishart

For ForMgmt2. Ratification of the appointment ofPricewaterhouseCoopers LLP as theCompany's independent registered publicaccounting firm for fiscal year 2019.

For ForMgmt3. Approval, on an advisory basis, of theCompany's named executive officercompensation.


Page 219 of 402

CYRUSONE INC.

Security: 23283R100

Ticker: CONE

ISIN: US23283R1005





Recommendation

Proposal Vote



1. DIRECTOR

1 David H. Ferdman For ForMgmt

2 John W. Gamble, Jr. For ForMgmt

3 Michael A. Klayko For ForMgmt

4 T. Tod Nielsen For ForMgmt

5 Alex Shumate For ForMgmt

6 William E. Sullivan For ForMgmt

7 Lynn A. Wentworth For ForMgmt

8 Gary J. Wojtaszek For ForMgmt

For ForMgmt2. Advisory vote to approve the compensation ofthe Company's named executive officers.

For ForMgmt3. Ratification of the appointment of Deloitte &Touche LLP as the Company's independentregistered public accounting firm for the yearending December 31, 2019.


Page 220 of 402

DAVITA INC.

Security: 23918K108

Ticker: DVA

ISIN: US23918K1088





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Pamela M. Arway

For ForMgmt1b. Election of Director: Charles G. Berg

For ForMgmt1c. Election of Director: Barbara J. Desoer

For ForMgmt1d. Election of Director: Pascal Desroches

For ForMgmt1e. Election of Director: Paul J. Diaz

For ForMgmt1f. Election of Director: Peter T. Grauer

For ForMgmt1g. Election of Director: John M. Nehra

For ForMgmt1h. Election of Director: Javier J. Rodriguez

For ForMgmt1i. Election of Director: William L. Roper

For ForMgmt1j. Election of Director: Kent J. Thiry

For ForMgmt1k. Election of Director: Phyllis R. Yale


Page 221 of 402



Recommendation

For ForMgmt2. To ratify the appointment of KPMG LLP as ourindependent registered public accounting firmfor fiscal year 2019.



Page 222 of 402

DELUXE CORPORATION

Security: 248019101

Ticker: DLX

ISIN: US2480191012





Recommendation

Proposal Vote



1. DIRECTOR

1 Ronald C. Baldwin For ForMgmt

2 C.E. Mayberry McKissack For ForMgmt

3 Barry C. McCarthy For ForMgmt

4 Don J. McGrath For ForMgmt

5 Neil J. Metviner For ForMgmt

6 Stephen P. Nachtsheim For ForMgmt

7 Thomas J. Reddin For ForMgmt

8 Martyn R. Redgrave For ForMgmt

9 John L. Stauch For ForMgmt

10 Victoria A. Treyger For ForMgmt


Page 223 of 402



Recommendation

For ForMgmt2. Approve, on an advisory (non-binding) basis,the compensation of our Named ExecutiveOfficers

For ForMgmt3. Ratify the appointment ofPricewaterhouseCoopers LLP as ourindependent registered public accounting firmfor the fiscal year ending December 31, 2019


Page 224 of 402

DOLBY LABORATORIES, INC.

Security: 25659T107

Ticker: DLB

ISIN: US25659T1079





Recommendation

Proposal Vote



1. DIRECTOR

1 Kevin Yeaman For ForMgmt

2 Peter Gotcher For ForMgmt

3 Micheline Chau For ForMgmt

4 David Dolby For ForMgmt

5 N. William Jasper, Jr. For ForMgmt

6 Simon Segars For ForMgmt

7 Roger Siboni For ForMgmt

8 Avadis Tevanian, Jr. For ForMgmt

For ForMgmt2. An advisory vote to approve NamedExecutive Officer compensation.

1 Year ForMgmt3. An advisory vote on the frequency of futureadvisory votes to approve Named ExecutiveOfficer compensation.


Page 225 of 402



Recommendation

For ForMgmt4. Ratification of the appointment of KPMG LLPas the Company's independent registeredpublic accounting firm for the fiscal yearending September 27, 2019.


Page 226 of 402

ESSENT GROUP LTD

Security: G3198U102

Ticker: ESNT

ISIN: BMG3198U1027





Recommendation

Proposal Vote



1. DIRECTOR

1 Angela L. Heise For ForMgmt

2 Robert Glanville For ForMgmt

For ForMgmt2. REAPPOINTMENT OFPRICEWATERHOUSECOOPERS LLP ASINDEPENDENT REGISTERED PUBLICACCOUNTING FIRM FOR THE YEARENDED DECEMBER 31, 2019 AND UNTILTHE 2020 ANNUAL GENERAL MEETING OFSHAREHOLDERS, AND TO REFER THEDETERMINATION OF THE AUDITORS'COMPENSATION TO THE BOARD OFDIRECTORS.

For ForMgmt3. PROVIDE A NON-BINDING, ADVISORYVOTE ON OUR EXECUTIVECOMPENSATION.


Page 227 of 402

HEXCEL CORPORATION

Security: 428291108

Ticker: HXL

ISIN: US4282911084





Recommendation

Proposal Vote



For ForMgmt1.1 Election of Director: Nick L. Stanage

For ForMgmt1.2 Election of Director: Joel S. Beckman

For ForMgmt1.3 Election of Director: Lynn Brubaker

For ForMgmt1.4 Election of Director: Jeffrey C. Campbell

For ForMgmt1.5 Election of Director: Cynthia M. Egnotovich

For ForMgmt1.6 Election of Director: Thomas A. Gendron

For ForMgmt1.7 Election of Director: Jeffrey A. Graves

For ForMgmt1.8 Election of Director: Guy C. Hachey

For ForMgmt1.9 Election of Director: Catherine A. Suever

For ForMgmt2. Advisory vote to approve 2018 executivecompensation.


Page 228 of 402



Recommendation

For ForMgmt3. Amendment to the Hexcel Corporation 2013Incentive Stock Plan.

For ForMgmt4. Ratification of Ernst & Young LLP asIndependent Registered Public AccountingFirm for 2019.


Page 229 of 402

HILLTOP HOLDINGS INC.

Security: 432748101

Ticker: HTH

ISIN: US4327481010





Recommendation

Proposal Vote



1. DIRECTOR

1 Charlotte J. Anderson Withheld AgainstMgmt

2 Rhodes R. Bobbitt For ForMgmt

3 Tracy A. Bolt For ForMgmt

4 W. Joris Brinkerhoff Withheld AgainstMgmt

5 J. Taylor Crandall Withheld AgainstMgmt

6 Charles R. Cummings For ForMgmt

7 Hill A. Feinberg For ForMgmt

8 Gerald J. Ford For ForMgmt

9 Jeremy B. Ford For ForMgmt

10 J. Markham Green For ForMgmt

11 William T. Hill, Jr. Withheld AgainstMgmt


Page 230 of 402



Recommendation

12 Lee Lewis For ForMgmt

13 Andrew J. Littlefair For ForMgmt

14 W. Robert Nichols, III Withheld AgainstMgmt

15 C. Clifton Robinson For ForMgmt

16 Kenneth D. Russell For ForMgmt

17 A. Haag Sherman For ForMgmt

18 Robert C. Taylor, Jr. Withheld AgainstMgmt

19 Carl B. Webb For ForMgmt

20 Alan B. White For ForMgmt

Against AgainstMgmt2. Advisory vote to approve executivecompensation.

For ForMgmt3. Ratification of the appointment ofPricewaterhouseCoopers LLP as HilltopHoldings Inc.'s independent registered publicaccounting firm for the 2018 fiscal year.


Page 231 of 402

ICU MEDICAL, INC.

Security: 44930G107

Ticker: ICUI

ISIN: US44930G1076





Recommendation

Proposal Vote



1. DIRECTOR

1 Vivek Jain For ForMgmt

2 George A. Lopez, M.D. For ForMgmt

3 Robert S. Swinney, M.D. For ForMgmt

4 David C. Greenberg For ForMgmt

5 Elisha W. Finney For ForMgmt

6 David F. Hoffmeister For ForMgmt

7 Donald M. Abbey For ForMgmt

For ForMgmt2. To ratify the selection of Deloitte & ToucheLLP as auditors for the Company for the yearending December 31, 2019.

For ForMgmt3. To approve named executive officercompensation on an advisory basis.


Page 232 of 402


Security: 458118106

Ticker: IDTI

ISIN: US4581181066





Recommendation

Proposal Vote



1. DIRECTOR

1 Ken Kannappan For ForMgmt

2 Umesh Padval For ForMgmt

3 Gordon Parnell For ForMgmt

4 Robert Rango For ForMgmt

5 Norman Taffe For ForMgmt

6 Selena LaCroix For ForMgmt

7 Gregory Waters For ForMgmt


For ForMgmt3. Ratification of the selection ofPricewaterhouseCoopers LLP as theindependent registered public accounting firmof the Company.


Page 233 of 402


Security: 458118106

Ticker: IDTI

ISIN: US4581181066





Recommendation

Proposal Vote



For ForMgmt1. To adopt the Agreement and Plan of Merger,by and between Renesas ElectronicsCorporation, a Japanese corporation("Parent"), and Integrated Device Technology,Inc., a Delaware corporation (the "Company"),Chapter Two Company, which was formedfollowing the date of the Merger Agreementas a Delaware corporation and a directwholly-owned subsidiary of Parent.

For ForMgmt2. To approve an adjournment of the SpecialMeeting to a later date or dates, if necessaryor appropriate, to solicit additional proxies ifthere are insufficient votes to adopt theMerger Agreement at the time of the SpecialMeeting.

For ForMgmt3. To approve, on a non-binding, advisory basis,compensation that will or may becomepayable to the Company's named executiveofficers in connection with the Merger.


Page 234 of 402

J2 GLOBAL, INC

Security: 48123V102

Ticker: JCOM

ISIN: US48123V1026





Recommendation

Proposal Vote



For ForMgmt1.1 Election of Director: Richard S. Ressler

For ForMgmt1.2 Election of Director: Douglas Y. Bech

For ForMgmt1.3 Election of Director: Robert J. Cresci

For ForMgmt1.4 Election of Director: Sarah Fay

For ForMgmt1.5 Election of Director: W. Brian Kretzmer

For ForMgmt1.6 Election of Director: Jonathan F. Miller

For ForMgmt1.7 Election of Director: Stephen Ross

For ForMgmt1.8 Election of Director: Vivek Shah

For ForMgmt2. To ratify the appointment of BDO USA, LLP toserve as J2 Global's independent auditors forfiscal 2019.

Against AgainstMgmt3. To provide an advisory vote on thecompensation of J2 Global' s namedexecutive officers.


Page 235 of 402

JAZZ PHARMACEUTICALS PLC

Security: G50871105

Ticker: JAZZ

ISIN: IE00B4Q5ZN47





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Peter Gray

For ForMgmt1b. Election of Director: Kenneth W. O'Keefe

For ForMgmt1c. Election of Director: Elmar Schnee

For ForMgmt1d. Election of Director: Catherine A. Sohn

For ForMgmt2. To ratify, on a non-binding advisory basis, theappointment of KPMG, Dublin as theindependent auditors of JazzPharmaceuticals plc for the fiscal year endingDecember 31, 2018 and to authorize, in abinding vote, the board of directors, actingthrough the audit committee, to determine theindependent auditors' remuneration.

For ForMgmt3. To approve, on a non-binding advisory basis,the compensation of Jazz Pharmaceuticalsplc's named executive officers as disclosed inthe proxy statement.

1 Year ForMgmt4. To indicate, on a non-binding advisory basis,the preferred frequency of the advisory voteon the compensation of Jazz Pharmaceuticalsplc's named executive officers.


Page 236 of 402

LABORATORY CORP. OF AMERICA HOLDINGS

Security: 50540R409

Ticker: LH

ISIN: US50540R4092





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Kerrii B. Anderson

For ForMgmt1b. Election of Director: Jean-Luc Bélingard

For ForMgmt1c. Election of Director: D. Gary Gilliland, M.D.,Ph.D.

For ForMgmt1d. Election of Director: David P. King

For ForMgmt1e. Election of Director: Garheng Kong, M.D.,Ph.D.

For ForMgmt1f. Election of Director: Peter M. Neupert

For ForMgmt1g. Election of Director: Richelle P. Parham

For ForMgmt1h. Election of Director: Adam H. Schechter

For ForMgmt1i. Election of Director: R. Sanders Williams,M.D.



Page 237 of 402



Recommendation

For ForMgmt3. Ratification of the appointment ofPricewaterhouseCoopers LLP as LaboratoryCorporation of America Holdings' independentregistered public accounting firm for 2019.


Page 238 of 402


Security: 513272104

Ticker: LW

ISIN: US5132721045





Recommendation

Proposal Vote














Page 239 of 402



Recommendation



Page 240 of 402

LEIDOS HOLDINGS, INC.

Security: 525327102

Ticker: LDOS

ISIN: US5253271028





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Gregory R. Dahlberg

For ForMgmt1b. Election of Director: David G. Fubini

For ForMgmt1c. Election of Director: Miriam E. John

For ForMgmt1d. Election of Director: Frank Kendall III

For ForMgmt1e. Election of Director: Robert C. Kovarik, Jr.

For ForMgmt1f. Election of Director: Harry M.J. Kraemer, Jr.

For ForMgmt1g. Election of Director: Roger A. Krone

For ForMgmt1h. Election of Director: Gary S. May

For ForMgmt1i. Election of Director: Surya N. Mohapatra

For ForMgmt1j. Election of Director: Lawrence C. Nussdorf

For ForMgmt1k. Election of Director: Robert S. Shapard


Page 241 of 402



Recommendation

For ForMgmt1l. Election of Director: Susan M. Stalnecker

For ForMgmt1m. Election of Director: Noel B. Williams

For ForMgmt2. Approve, by an advisory vote, executivecompensation.

For AgainstShr3. Stockholder proposal regarding simplemajority vote.

For ForMgmt4. The ratification of the appointment of Deloitte& Touche LLP as our independent registeredpublic accounting firm for the fiscal yearending January 3, 2020.


Page 242 of 402

LKQ CORPORATION

Security: 501889208

Ticker: LKQ

ISIN: US5018892084





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: A. Clinton Allen

For ForMgmt1b. Election of Director: Meg A. Divitto

For ForMgmt1c. Election of Director: Robert M. Hanser

For ForMgmt1d. Election of Director: Joseph M. Holsten

For ForMgmt1e. Election of Director: Blythe J. McGarvie

For ForMgmt1f. Election of Director: John W. Mendel

For ForMgmt1g. Election of Director: Jody G. Miller

For ForMgmt1h. Election of Director: John F. O'Brien

For ForMgmt1i. Election of Director: Guhan Subramanian

For ForMgmt1j. Election of Director: William M. Webster, IV

For ForMgmt1k. Election of Director: Dominick Zarcone


Page 243 of 402



Recommendation

For ForMgmt2. Ratification of the appointment of Deloitte &Touche LLP as our independent registeredpublic accounting firm for our fiscal yearending December 31, 2019.

For ForMgmt3. Approval, on an advisory basis, of thecompensation of our named executiveofficers.


Page 244 of 402

META FINANCIAL GROUP, INC.

Security: 59100U108

Ticker: CASH

ISIN: US59100U1088





Recommendation

Proposal Vote



1. DIRECTOR

1 Bradley C. Hanson For ForMgmt

2 Elizabeth G. Hoople For ForMgmt

For ForMgmt2. To approve by a non-binding advisory vote,the compensation of our "named executiveofficers" (a Say-on-Pay vote).

For ForMgmt3. To ratify the appointment by the Board ofDirectors of independent registered publicaccounting firm Crowe LLP as theindependent auditors of the Company'sfinancial statements for the year endingSeptember 30, 2019.


Page 245 of 402

NATIONAL RETAIL PROPERTIES, INC.

Security: 637417106

Ticker: NNN

ISIN: US6374171063





Recommendation

Proposal Vote



1. DIRECTOR

1 Pamela K. M. Beall For ForMgmt

2 Steven D. Cosler For ForMgmt

3 Don DeFosset For ForMgmt

4 David M. Fick For ForMgmt

5 Edward J. Fritsch For ForMgmt

6 Kevin B. Habicht For ForMgmt

7 Betsy D. Holden For ForMgmt

8 Sam L. Susser For ForMgmt

9 Julian E. Whitehurst For ForMgmt



Page 246 of 402



Recommendation

For ForMgmt3. Ratification of the selection of theindependent registered public accounting firmfor 2019.


Page 247 of 402

NMI HOLDINGS, INC.

Security: 629209305

Ticker: NMIH

ISIN: US6292093050





Recommendation

Proposal Vote



1. DIRECTOR

1 Bradley M. Shuster For ForMgmt

2 Claudia J. Merkle For ForMgmt

3 Michael Embler For ForMgmt

4 James G. Jones For ForMgmt

5 Lynn McCreary For ForMgmt

6 Michael Montgomery For ForMgmt

7 Regina Muehlhauser For ForMgmt

8 James H. Ozanne For ForMgmt

9 Steven L. Scheid For ForMgmt

For ForMgmt2. Advisory approval of our executivecompensation.


Page 248 of 402



Recommendation

1 Year ForMgmt3. Advisory vote on whether the frequency of thestockholder vote on our executivecompensation should be every 1, 2 or 3years.

For ForMgmt4. Ratification of the appointment of BDO USA,LLP as NMI Holdings, Inc.'s independentauditors.


Page 249 of 402

OLD REPUBLIC INTERNATIONAL CORPORATION

Security: 680223104

Ticker: ORI

ISIN: US6802231042





Recommendation

Proposal Vote



1. DIRECTOR

1 Steven J. Bateman Withheld AgainstMgmt

2 Jimmy A. Dew Withheld AgainstMgmt

3 John M. Dixon Withheld AgainstMgmt

4 Glenn W. Reed Withheld AgainstMgmt

5 Dennis P. Van Mieghem Withheld AgainstMgmt

For ForMgmt2. To ratify the selection of KPMG LLP as thecompany's auditors for 2019.


For AgainstShr4. To vote on the Shareholder proposal listed inthe Company's Proxy Statement, if properlysubmitted.


Page 250 of 402

PHYSICIANS REALTY TRUST

Security: 71943U104

Ticker: DOC

ISIN: US71943U1043





Recommendation

Proposal Vote



1. DIRECTOR

1 John T. Thomas For ForMgmt

2 Tommy G. Thompson For ForMgmt

3 Stanton D. Anderson For ForMgmt

4 Mark A. Baumgartner For ForMgmt

5 Albert C. Black, Jr. For ForMgmt

6 William A Ebinger M.D For ForMgmt

7 Pamela J. Kessler For ForMgmt

8 Richard A. Weiss For ForMgmt

For ForMgmt2. To ratify the appointment of Ernst & YoungLLP as the Company's independentregistered public accounting firm for the fiscalyear ending December 31, 2019.


Page 251 of 402



Recommendation

For ForMgmt3. To approve, on an advisory basis, thecompensation of the Company's namedexecutive officers, as disclosed in theaccompanying proxy statement.

For ForMgmt4. To approve the Amended and RestatedPhysicians Realty Trust 2013 Equity IncentivePlan.


Page 252 of 402

PINNACLE WEST CAPITAL CORPORATION

Security: 723484101

Ticker: PNW

ISIN: US7234841010





Recommendation

Proposal Vote



1. DIRECTOR

1 Donald E. Brandt For ForMgmt

2 Denis A. Cortese, M.D. For ForMgmt

3 Richard P. Fox For ForMgmt

4 Michael L. Gallagher For ForMgmt

5 Dale E. Klein, Ph.D. For ForMgmt

6 Humberto S. Lopez For ForMgmt

7 Kathryn L. Munro For ForMgmt

8 Bruce J. Nordstrom For ForMgmt

9 Paula J. Sims For ForMgmt

10 James E. Trevathan, Jr. For ForMgmt

11 David P. Wagener For ForMgmt


Page 253 of 402



Recommendation

For ForMgmt2. Advisory vote to approve executivecompensation as disclosed in the 2019 ProxyStatement.

For ForMgmt3. Ratify the appointment of the independentaccountant for the year ending December 31,2019.

For AgainstShr4. Vote on the approval of a shareholderproposal asking the Company to amend itsgoverning documents to reduce theownership threshold to 10% to call specialshareholder meetings, if properly presented atthe meeting.


Page 254 of 402

SILICON MOTION TECHNOLOGY CORP.

Security: 82706C108

Ticker: SIMO

ISIN: US82706C1080





Recommendation

Proposal Vote



For ForMgmt1. To elect Mr. Kuan-Ming Lin and Mr. Shii-TyngDuann as additional directors to the existingBoard (as defined in the current Articles ofAssociation of the Company) with immediateeffect upon the adoption of the ordinaryresolution and that each proposed director iswilling to hold such office and has delivered aletter of consent to the Company.

For ForMgmt2. To re-elect Mr. Han-Ping D. Shieh as adirector of the Company.

For ForMgmt3. To ratify the selection of Deloitte & Touche asindependent auditors of the Company for thefiscal year ending December 31, 2018 andauthorize the directors to fix theirremuneration.


Page 255 of 402

SOUTHWEST GAS HOLDINGS, INC.

Security: 844895102

Ticker: SWX

ISIN: US8448951025





Recommendation

Proposal Vote



1. DIRECTOR

1 Robert L. Boughner For ForMgmt

2 José A. Cárdenas For ForMgmt

3 Thomas E. Chestnut For ForMgmt

4 Stephen C. Comer For ForMgmt

5 John P. Hester For ForMgmt

6 Jane Lewis-Raymond For ForMgmt

7 Anne L. Mariucci For ForMgmt

8 Michael J. Melarkey For ForMgmt

9 A. Randall Thoman For ForMgmt

10 Thomas A. Thomas For ForMgmt

11 Leslie T. Thornton For ForMgmt


Page 256 of 402



Recommendation

For ForMgmt2. To APPROVE an increase in the authorizedshares of Company Common Stock from60,000,000 to 120,000,000.

For ForMgmt3. To APPROVE the Company's reincorporationfrom California to Delaware.

For ForMgmt4. To APPROVE, on an advisory basis, theCompany's executive compensation.

For ForMgmt5. To RATIFY the selection ofPricewaterhouseCoopers LLP as theindependent registered public accounting firmfor the Company for fiscal year 2019.

For ForMgmt6. To APPROVE the adjournment of the AnnualMeeting, if necessary, to solicit additionalproxies in the event that there are notsufficient votes at the time of the AnnualMeeting to approve Proposal 2 or Proposal 3.


Page 257 of 402

VERISIGN, INC.

Security: 92343E102

Ticker: VRSN

ISIN: US92343E1029





Recommendation

Proposal Vote



For ForMgmt1A Election of Director: D. James Bidzos

For ForMgmt1B Election of Director: Kathleen A. Cote

For ForMgmt1C Election of Director: Thomas F. Frist III

For ForMgmt1D Election of Director: Jamie S. Gorelick

For ForMgmt1E Election of Director: Roger H. Moore

For ForMgmt1F Election of Director: Louis A. Simpson

For ForMgmt1G Election of Director: Timothy Tomlinson

For ForMgmt2. To approve, on a non-binding, advisory basis,the Company's executive compensation.

For ForMgmt3. To ratify the selection of KPMG LLP as theCompany's independent registered publicaccounting firm for the year ending December31, 2019.


Page 258 of 402



Recommendation

Against ForShr4. To vote on a stockholder proposal, if properlypresented at the meeting, requesting that theBoard adopt a policy that requires the Chair ofthe Board to be an independent member ofthe Board.


Page 259 of 402

ZAGG INC

Security: 98884U108

Ticker: ZAGG

ISIN: US98884U1088





Recommendation

Proposal Vote



1. DIRECTOR

1 Chris Ahern For ForMgmt

2 Michael T. Birch For ForMgmt

3 Cheryl A. Larabee For ForMgmt

4 Daniel R. Maurer For ForMgmt

5 P. Scott Stubbs For ForMgmt

For ForMgmt2. Ratification of the Appointment of KPMG LLPas independent registered public accountingfirm for the Company.

For ForMgmt3. Non-binding advisory vote to approve thecompensation of our named executive officersin 2018.

1 Year ForMgmt4. Non-binding advisory vote on the frequency offuture advisory votes on compensation ofnamed executive officers.


Page 260 of 402

ALIBABA GROUP HOLDING LIMITED

Security: 01609W102

Ticker: BABA

ISIN: US01609W1027





Recommendation

Proposal Vote


Chautauqua Global Growth Fund

Against AgainstMgmt1a. Election of Director to serve for a three yearterm: JOSEPH C. TSAI

Against AgainstMgmt1b. Election of Director to serve for a three yearterm: J. MICHAEL EVANS

Against AgainstMgmt1c. Election of Director to serve for a three yearterm: ERIC XIANDONG JING

For ForMgmt1d. Election of Director to serve for a three yearterm: BORJE E. EKHOLM

For ForMgmt2. Ratify the appointment ofPricewaterhouseCoopers as the independentregistered public accounting firm of theCompany.


Page 261 of 402

ALLERGAN PLC

Security: G0177J108

Ticker: AGN

ISIN: IE00BY9D5467





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Nesli Basgoz, M.D.

For ForMgmt1b. Election of Director: Joseph H. Boccuzi

For ForMgmt1c. Election of Director: Christopher W. Bodine

For ForMgmt1d. Election of Director: Adriane M. Brown

For ForMgmt1e. Election of Director: Christopher J. Coughlin

For ForMgmt1f. Election of Director: Carol Anthony (John)Davidson

For ForMgmt1g. Election of Director: Thomas C. Freyman

For ForMgmt1h. Election of Director: Michael E. Greenberg,PhD

For ForMgmt1i. Election of Director: Robert J. Hugin

For ForMgmt1j. Election of Director: Peter J. McDonnell, M.D.


Page 262 of 402



Recommendation

For ForMgmt1k. Election of Director: Brenton L. Saunders

For ForMgmt2. To approve, in a non-binding vote, NamedExecutive Officer compensation.

For ForMgmt3. To ratify, in a non-binding vote, theappointment of PricewaterhouseCoopers LLPas the Company's independent auditor for thefiscal year ending December 31, 2019 and toauthorize, in a binding vote, the Board ofDirectors, acting through its Audit andCompliance Committee, to determinePricewaterhouseCoopers LLP's remuneration.

For ForMgmt4. To renew the authority of the directors of theCompany (the "Directors") to issue shares.

For ForMgmt5a. To renew the authority of the Directors toissue shares for cash without first offeringshares to existing shareholders.

For ForMgmt5b. To authorize the Directors to allot new sharesup to an additional 5% for cash in connectionwith an acquisition or other capitalinvestment.

Against ForShr6. To consider a shareholder proposal requiringan independent Board Chairman (immediatechange), if properly presented at the meeting.


Page 263 of 402

ALPHABET INC.

Security: 02079K305

Ticker: GOOGL

ISIN: US02079K3059





Recommendation

Proposal Vote



1. DIRECTOR

1 Larry Page For ForMgmt

2 Sergey Brin For ForMgmt

3 John L. Hennessy For ForMgmt

4 L. John Doerr Withheld AgainstMgmt

5 Roger W. Ferguson, Jr. For ForMgmt

6 Ann Mather Withheld AgainstMgmt

7 Alan R. Mulally For ForMgmt

8 Sundar Pichai For ForMgmt

9 K. Ram Shriram Withheld AgainstMgmt

10 Robin L. Washington For ForMgmt


Page 264 of 402



Recommendation

For ForMgmt2. Ratification of the appointment of Ernst &Young LLP as Alphabet's independentregistered public accounting firm for the fiscalyear ending December 31, 2019.

Against AgainstMgmt3. The amendment and restatement ofAlphabet's 2012 Stock Plan to increase theshare reserve by 3,000,000 shares of Class Ccapital stock.

For AgainstShr4. A stockholder proposal regarding equalshareholder voting, if properly presented atthe meeting.

For AgainstShr5. A stockholder proposal regarding inequitableemployment practices, if properly presentedat the meeting.

For AgainstShr6. A stockholder proposal regarding theestablishment of a societal risk oversightcommittee, if properly presented at themeeting.

For AgainstShr7. A stockholder proposal regarding a report onsexual harassment risk management, ifproperly presented at the meeting.

For AgainstShr8. A stockholder proposal regarding majorityvote for the election of directors, if properlypresented at the meeting.

For AgainstShr9. A stockholder proposal regarding a report ongender pay, if properly presented at themeeting.

Against ForShr10. A stockholder proposal regarding strategicalternatives, if properly presented at themeeting.


Page 265 of 402



Recommendation

Against ForShr11. A stockholder proposal regarding thenomination of an employee representativedirector, if properly presented at the meeting.

Against ForShr12. A stockholder proposal regarding simplemajority vote, if properly presented at themeeting.

For AgainstShr13. A stockholder proposal regarding asustainability metrics report, if properlypresented at the meeting.

Against ForShr14. A stockholder proposal regarding GoogleSearch in China, if properly presented at themeeting.

For AgainstShr15. A stockholder proposal regarding a clawbackpolicy, if properly presented at the meeting.

Against ForShr16. A stockholder proposal regarding a report oncontent governance, if properly presented atthe meeting.


Page 266 of 402

AMAZON.COM, INC.

Security: 023135106

Ticker: AMZN

ISIN: US0231351067





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Jeffrey P. Bezos

For ForMgmt1b. Election of Director: Rosalind G. Brewer

For ForMgmt1c. Election of Director: Jamie S. Gorelick

For ForMgmt1d. Election of Director: Daniel P. Huttenlocher

For ForMgmt1e. Election of Director: Judith A. McGrath

For ForMgmt1f. Election of Director: Indra K. Nooyi

For ForMgmt1g. Election of Director: Jonathan J. Rubinstein

For ForMgmt1h. Election of Director: Thomas O. Ryder

For ForMgmt1i. Election of Director: Patricia Q. Stonesifer

For ForMgmt1j. Election of Director: Wendell P. Weeks


Page 267 of 402



Recommendation

For ForMgmt2. RATIFICATION OF THE APPOINTMENT OFERNST & YOUNG LLP AS INDEPENDENTAUDITORS.

For ForMgmt3. ADVISORY VOTE TO APPROVEEXECUTIVE COMPENSATION.

For AgainstShr4. SHAREHOLDER PROPOSAL REQUESTINGAN ANNUAL REPORT ON MANAGEMENTOF FOOD WASTE.

For AgainstShr5. SHAREHOLDER PROPOSAL REQUESTINGA REDUCTION IN THE OWNERSHIPTHRESHOLD FOR CALLING SPECIALSHAREHOLDER MEETINGS.

Against ForShr6. SHAREHOLDER PROPOSAL REQUESTINGA BAN ON GOVERNMENT USE OFCERTAIN TECHNOLOGIES.

For AgainstShr7. SHAREHOLDER PROPOSAL REQUESTINGA REPORT ON THE IMPACT OFGOVERNMENT USE OF CERTAINTECHNOLOGIES.

For AgainstShr8. SHAREHOLDER PROPOSAL REQUESTINGA REPORT ON CERTAIN PRODUCTS.

For AgainstShr9. SHAREHOLDER PROPOSAL REQUESTINGAN INDEPENDENT BOARD CHAIR POLICY.

For AgainstShr10. SHAREHOLDER PROPOSAL REQUESTINGA REPORT ON CERTAIN EMPLOYMENTPOLICIES.

For AgainstShr11. SHAREHOLDER PROPOSAL REQUESTINGA REPORT ON CLIMATE CHANGE TOPICS.


Page 268 of 402



Recommendation

Against ForShr12. SHAREHOLDER PROPOSAL REQUESTINGA BOARD IDEOLOGY DISCLOSUREPOLICY.

For AgainstShr13. SHAREHOLDER PROPOSAL REQUESTINGCHANGES TO THE COMPANY'S GENDERPAY REPORTING.

For AgainstShr14. SHAREHOLDER PROPOSAL REQUESTINGA REPORT ON INTEGRATING CERTAINMETRICS INTO EXECUTIVECOMPENSATION.

Against ForShr15. SHAREHOLDER PROPOSAL REGARDINGVOTE-COUNTING PRACTICES FORSHAREHOLDER PROPOSALS.


Page 269 of 402

AMOREPACIFIC CORP.

Security: Y01258105

Ticker:

ISIN: KR7090430000

Meeting Type: AGM




Recommendation

Proposal Vote



For ForMgmt1 APPROVAL OF FINANCIAL STATEMENTS

For ForMgmt2 AMENDMENT OF ARTICLES OFINCORPORATION

For ForMgmt3.1 ELECTION OF OUTSIDE DIRECTOR: EOMYEONG HO

For ForMgmt3.2 ELECTION OF OUTSIDE DIRECTOR: GIMGYEONG JA

For ForMgmt3.3 ELECTION OF OUTSIDE DIRECTOR: I HWISEONG

For ForMgmt3.4 ELECTION OF INSIDE DIRECTOR: LEESANGMOK

For ForMgmt4.1 ELECTION OF AUDIT COMMITTEEMEMBER: EOM YEONG HO

For ForMgmt4.2 ELECTION OF AUDIT COMMITTEEMEMBER: I HWI SEONG

Against AgainstMgmt5 APPROVAL OF REMUNERATION FORDIRECTOR

Note: The Registrant timely sent voting instructions for the matters to be considered at the meeting to its service provider but the votes were not cast at the meeting due to third party error.


Page 270 of 402

AMS AG

Security: A0400Q115

Ticker:

ISIN: AT0000A18XM4

Meeting Type: AGM




Recommendation

Proposal Vote



Non-VotingCMMT PLEASE NOTE THAT THIS IS ANAMENDMENT TO MEETING ID 156574 DUETO SPLITTING OF RESOLUTION 7. ALLVOTES RECEIVED ON THE PREVIOUSMEETING WILL BE DISREGARDED IFVOTE DEADLINE EXTENSIONS AREGRANTED. THEREFORE PLEASEREINSTRUCT ON THIS MEETING NOTICEON THE NEW JOB. IF HOWEVER VOTEDEADLINE EXTENSIONS ARE NOTGRANTED IN THE MARKET, THIS MEETINGWILL BE CLOSED AND YOUR VOTEINTENTIONS ON THE ORIGINAL MEETINGWILL BE APPLICABLE. PLEASE ENSUREVOTING IS SUBMITTED PRIOR TOCUTOFF ON THE ORIGINAL MEETING,AND AS SOON AS POSSIBLE ON THISNEW AMENDED MEETING. THANK YOU

Non-Voting1 PRESENTATION OF THE ANNUALACCOUNTS, INCLUDING THE REPORT OFTHE MANAGEMENT BOARD AND THECORPORATE GOVERNANCE REPORT,THE GROUP ACCOUNTS TOGETHER WITHTHE GROUP ANNUAL REPORT, THEPROPOSAL FOR THE APPROPRIATION OFPROFITS AND THE REPORT OF THESUPERVISORY BOARD FOR THEBUSINESS YEAR 2018

For ForMgmt2 ADOPTION OF A RESOLUTION ON THEDISTRIBUTION OF THE BALANCE SHEETPROFIT OF THE YEAR

For ForMgmt3 ADOPTION OF A RESOLUTION ON THEDISCHARGE OF THE MEMBERS OF THEMANAGEMENT BOARD FOR THEBUSINESS YEAR 2018


Page 271 of 402



Recommendation

For ForMgmt4 ADOPTION OF A RESOLUTION ON THEDISCHARGE OF THE MEMBERS OF THESUPERVISORY BOARD FOR THEBUSINESS YEAR 2018

For ForMgmt5 ADOPTION OF A RESOLUTION ON THEREMUNERATION OF THE MEMBERS OFTHE SUPERVISORY BOARD

For ForMgmt6 RESOLUTION ON THE ELECTION OF THEAUDITOR AND GROUP AUDITOR FOR THEBUSINESS YEAR 2019: "KPMG AUSTRIAGMBH WIRTSCHAFTSPRUFUNGS- UNDSTEUERBERATUNGSGESELLSCHAFT",VIENNA, SHALL BE ELECTED AUDITORFOR THE BUSINESS YEAR 2019

For ForMgmt7.1 ELECTION OF MEMBER OF THESUPERVISORY BOARD: MR. KIN WAH LOH

For ForMgmt7.2 ELECTION OF MEMBER OF THESUPERVISORY BOARD: MR. BRIAN M.KRZANICH

For ForMgmt8 ADOPTION OF RESOLUTIONS ON THEAUTHORIZATION OF THE MANAGEMENTBOARD: A) TO ACQUIRE OWN STOCK INACCORDANCE WITH ARTICLE 65 PAR. 1SUB-PAR. 4 AND 8, SECTION 1A ANDSECTION 1B AUSTRIAN STOCKCORPORATION ACT (AKTG) EITHERTHROUGH THE STOCK EXCHANGE OROUTSIDE OF THE STOCK EXCHANGE TOAN EXTENT OF UP TO 10% OF THESHARE CAPITAL, ALSO WITH EXCLUSIONOF THE PROPORTIONAL RIGHT OFDISPOSAL WHICH MIGHT BE ASSOCIATEDWITH SUCH AN ACQUISITION (REVERSALOF EXCLUSION OF SUBSCRIPTIONRIGHTS), B) TO DECIDE PURSUANT TOARTICLE 65 PAR. 1B AUSTRIAN STOCKCORPORATION ACT (AKTG) FOR THESALE RESPECTIVELY USE OF OWNSTOCK ON ANY OTHER MODE OFDISPOSAL FOR THE SALE OF OWNSTOCK THAN VIA THE STOCK EXCHANGE


Page 272 of 402



Recommendation

OR THROUGH A PUBLIC OFFERINGUNDER CORRESPONDING APPLICATIONOF THE PROVISIONS OF THE EXCLUSIONOF SUBSCRIPTION RIGHTS OF THESTOCKHOLDERS, C) TO REDUCE THESHARE CAPITAL BY CALLING IN THESEOWN STOCK WITHOUT THE NEED OF ANYFURTHER RESOLUTION TO BE ADOPTEDBY THE GENERAL MEETING

Non-Voting9 REPORT CONCERNING THE VOLUME,THE PURCHASE AND SALE OF OWNSTOCK PURSUANT TO SECTION 65 PARA3 AKTG

Non-VotingCMMT PLEASE NOTE THAT THE MEETING HASBEEN SET UP USING THE RECORD DATE24 MAY 2019, SINCE AT THIS TIME WE AREUNABLE TO SYSTEMATICALLY UPDATETHE ACTUAL RECORD DATE. THE TRUERECORD DATE FOR THIS MEETING IS 26MAY 2019. THANK YOU


Page 273 of 402

ASML HOLDINGS N.V.

Security: N07059210

Ticker: ASML

ISIN: USN070592100





Recommendation

Proposal Vote



For ForMgmt3b Proposal to adopt the financial statements ofthe Company for the financial year 2018, asprepared in accordance with Dutch law

For ForMgmt3d Proposal to adopt a dividend of EUR 2.10 perordinary share

For ForMgmt4a Proposal to discharge the members of theBoard of Management from liability for theirresponsibilities in the financial year 2018

For ForMgmt4b Proposal to discharge the members of theSupervisory Board from liability for theirresponsibilities in the financial year 2018

For ForMgmt5 Proposal to adopt some adjustments to theRemuneration Policy for the Board ofManagement

For ForMgmt6 Proposal to approve the number of shares forthe Board of Management

For ForMgmt8a Proposal to reappoint Mr. G.J. Kleisterlee asmember of the Supervisory Board

For ForMgmt8b Proposal to reappoint Ms. A.P. Aris asmember of the Supervisory Board

For ForMgmt8c Proposal to reappoint Mr. R.D. Schwalb asmember of the Supervisory Board


Page 274 of 402



Recommendation

For ForMgmt8d Proposal to reappoint Mr. W.H. Ziebart asmember of the Supervisory Board

For ForMgmt9 Proposal to adjust the remuneration of theSupervisory Board

For ForMgmt10 Proposal to appoint KPMG Accountants N.V.as external auditor for the reporting year 2020

For ForMgmt11a Authorization to Board of Management issueordinary shares or grant rights to subscribefor ordinary shares up to 5% for generalpurposes

For ForMgmt11b Authorization of the Board of Management torestrict or exclude pre-emption rights inconnection with agenda item 11 a)

For ForMgmt11c Authorization to Board of Management issueordinary shares or grant rights to subscribefor ordinary shares up to 5% in connectionwith or on the occasion of mergers,acquisitions and/or (strategic) alliances.

For ForMgmt11d Authorization of the Board of Management torestrict or exclude pre-emption rights inconnection with agenda item 11 c)

For ForMgmt12a Authorization to Board of Management torepurchase ordinary shares up to 10% of theissued share capital

For ForMgmt12b Authorization to Board of Management torepurchase additional ordinary shares up to10% of the issued share capital

For ForMgmt13 Proposal to cancel ordinary shares


Page 275 of 402

BYD COMPANY LTD

Security: Y1023R104

Ticker:

ISIN: CNE100000296

Meeting Type: EGM




Recommendation

Proposal Vote



Non-VotingCMMT PLEASE NOTE THAT THE COMPANYNOTICE AND PROXY FORM AREAVAILABLE BY CLICKING ON THE URLLINKS:HTTP://WWW.HKEXNEWS.HK/LISTEDCO/LISTCONEWS/SEHK/2018/0910/LTN20180910956.PDF ANDHTTP://WWW.HKEXNEWS.HK/LISTEDCO/LISTCONEWS/SEHK/2018/0910/LTN20180910946.PDF

For ForMgmt1 TO CONSIDER AND APPROVE PROVISIONOF GUARANTEES BY THE COMPANY INRESPECT OF LOANS GRANTED TO BYDAUTO FINANCE COMPANY LIMITED


Page 276 of 402

BYD COMPANY LTD

Security: Y1023R104

Ticker:

ISIN: CNE100000296

Meeting Type: AGM




Recommendation

Proposal Vote



Non-VotingCMMT PLEASE NOTE THAT THE COMPANYNOTICE AND PROXY FORM AREAVAILABLE BY CLICKING ON THE URLLINKS:HTTP://WWW3.HKEXNEWS.HK/LISTEDCO/LISTCONEWS/SEHK/2019/0417/LTN201904171462.PDF ANDHTTP://WWW3.HKEXNEWS.HK/LISTEDCO/LISTCONEWS/SEHK/2019/0417/LTN201904171482.PDF

For ForMgmt1 TO CONSIDER AND APPROVE THEREPORT OF THE BOARD OF DIRECTORSOF THE COMPANY (THE "BOARD") FORTHE YEAR ENDED 31 DECEMBER 2018

For ForMgmt2 TO CONSIDER AND APPROVE THEREPORT OF THE SUPERVISORYCOMMITTEE OF THE COMPANY FOR THEYEAR ENDED 31 DECEMBER 2018

For ForMgmt3 TO CONSIDER AND APPROVE THEAUDITED FINANCIAL STATEMENTS OFTHE COMPANY FOR THE YEAR ENDED 31DECEMBER 2018

For ForMgmt4 TO CONSIDER AND APPROVE THEANNUAL REPORTS OF THE COMPANYFOR THE YEAR ENDED 31 DECEMBER2018 AND THE SUMMARY THEREOF

For ForMgmt5 TO CONSIDER AND APPROVE THEPROFIT DISTRIBUTION PLAN OF THECOMPANY FOR THE YEAR ENDED 31DECEMBER 2018


Page 277 of 402



Recommendation

For ForMgmt6 TO APPOINT PRC AUDITOR, PRCINTERNAL CONTROL AUDIT INSTITUTIONAND AUDITOR OUTSIDE THE PRC FORTHE FINANCIAL YEAR OF 2019 AND TOHOLD OFFICE UNTIL THE CONCLUSIONOF THE NEXT ANNUAL GENERALMEETING OF THE COMPANY, AND TOAUTHORISE THE BOARD TO DETERMINETHEIR REMUNERATION

Against AgainstMgmt7 TO CONSIDER AND APPROVE THEPROVISION OF GUARANTEE BY THEGROUP

For ForMgmt8 TO CONSIDER AND APPROVE THEPROVISION OF REPURCHASE ORGUARANTEE BY THE COMPANY ANDSUBSIDIARIES CONTROLLED BY THECOMPANY FOR EXTERNAL PARTIES INRESPECT OF SALES OF PRODUCTS

For ForMgmt9 TO CONSIDER AND APPROVE THEESTIMATED CAP OF ORDINARYCONNECTED TRANSACTIONS OF THEGROUP FOR THE YEAR 2019

Against AgainstMgmt10 TO CONSIDER AND APPROVE: (A) THEGRANT TO THE BOARD A GENERALMANDATE TO ALLOT, ISSUE AND DEALWITH ADDITIONAL H SHARES IN THECAPITAL OF THE COMPANY SUBJECT TOTHE FOLLOWING CONDITIONS: (I) THATTHE AGGREGATE NOMINAL AMOUNT OFH SHARES OF THE COMPANY ALLOTTED,ISSUED AND DEALT WITH OR AGREEDCONDITIONALLY OR UNCONDITIONALLYTO BE ALLOTTED, ISSUED OR DEALTWITH BY THE BOARD PURSUANT TO THEGENERAL MANDATE SHALL NOT EXCEED20 PER CENT OF THE AGGREGATENOMINAL AMOUNT OF H SHARES OF THECOMPANY IN ISSUE; (II) THAT THEEXERCISE OF THE GENERAL MANDATESHALL BE SUBJECT TO ALLGOVERNMENTAL AND/OR REGULATORYAPPROVAL(S), IF ANY, AND APPLICABLELAWS (INCLUDING BUT WITHOUTLIMITATION, THE COMPANY LAW OF THE


Page 278 of 402



Recommendation

PRC AND THE RULES GOVERNING THELISTING OF SECURITIES ON THE STOCKEXCHANGE OF HONG KONG LIMITED(THE "LISTING RULES")); (III) THAT THEGENERAL MANDATE SHALL REMAINVALID UNTIL THE EARLIEST OF (X) THECONCLUSION OF THE NEXT ANNUALGENERAL MEETING OF THE COMPANY;OR (Y) THE EXPIRATION OF A 12-MONTHPERIOD FOLLOWING THE PASSING OFTHIS RESOLUTION; OR (Z) THE DATE ONWHICH THE AUTHORITY SET OUT IN THISRESOLUTION IS REVOKED OR VARIED BYA SPECIAL RESOLUTION OF THESHAREHOLDERS OF THE COMPANY IN AGENERAL MEETING; AND (B) THEAUTHORISATION TO THE BOARD TOAPPROVE, EXECUTE AND DO ORPROCURE TO BE EXECUTED AND DONE,ALL SUCH DOCUMENTS, DEEDS ANDTHINGS AS IT MAY CONSIDERNECESSARY OR EXPEDIENT INCONNECTION WITH THE ALLOTMENT ANDISSUE OF ANY NEW SHARES PURSUANTTO THE EXERCISE OF THE GENERALMANDATE REFERRED TO IN PARAGRAPH(A) OF THIS RESOLUTION

Against AgainstMgmt11 TO CONSIDER AND APPROVE A GENERALAND UNCONDITIONAL MANDATE TO THEDIRECTORS OF BYD ELECTRONIC(INTERNATIONAL) COMPANY LIMITED("BYD ELECTRONIC") TO ALLOT, ISSUEAND DEAL WITH NEW SHARES OF BYDELECTRONIC NOT EXCEEDING 20 PERCENT OF THE NUMBER OF THE ISSUEDSHARES OF BYD ELECTRONIC

For ForMgmt12 TO CONSIDER AND APPROVE THE USEOF INTERNAL SHORT-TERMINTERMITTENT FUNDS OF THE COMPANYAND ITS SUBSIDIARIES FOR ENTRUSTEDWEALTH MANAGEMENT AND TOAUTHORISE THE MANAGEMENT OF THECOMPANY TO HANDLE ALL MATTERS INRELATION THERETO


Page 279 of 402



Recommendation

For ForMgmt13 TO CONSIDER AND APPROVE PROVISIONOF PHASED GUARANTEE FORMORTGAGE-BACKED CAR BUYERS TOBYD AUTO FINANCE COMPANY LIMITED(AS SPECIFIED) BY THE STORE DIRECTLYRUN BY THE COMPANY'S HOLDINGSUBSIDIARY

Against AgainstMgmt14 TO CONSIDER AND APPROVE THEAUTHORISATION TO THE BOARD OFDETERMINE THE PROPOSED PLAN FORTHE ISSUANCE OF DEBT FINANCINGINSTRUMENT(S)

For ForMgmt15 TO CONSIDER AND APPROVE THE USEOF INTERNAL FUNDS OF THE COMPANYAND ITS SUBSIDIARIES FOR RISK-RELATED INVESTMENTS AND TOAUTHORISE THE MANAGEMENT OF THECOMPANY TO HANDLE ALL MATTERS INRELATION THERETO


Page 280 of 402

CELGENE CORPORATION

Security: 151020104

Ticker: CELG

ISIN: US1510201049





Recommendation

Proposal Vote



For ForMgmt1. Adoption of the Agreement and Plan ofMerger, dated as of January 2, 2019, as itmay be amended from time to time (themerger agreement), among Bristol-MyersSquibb Company, a Delaware corporation(Bristol-Myers Squibb), Burgundy MergerSub, Inc., a Delaware corporation and wholly-owned subsidiary of Bristol-Myers Squibb,and Celgene Corporation (Celgene), pursuantto which Burgundy Merger Sub, Inc. will bemerged with and into Celgene (the merger).

For ForMgmt2. Approval of the adjournment from time to timeof the special meeting of the stockholders ofCelgene (the Celgene special meeting) ifnecessary to solicit additional proxies if thereare not sufficient votes to adopt the mergeragreement at the time of the Celgene specialmeeting or any adjournment or postponementthereof.

Against AgainstMgmt3. Approval, on an advisory (non-binding) basis,of the compensation that will or may be paidor provided by Celgene to its namedexecutive officers in connection with themerger.


Page 281 of 402

COHERENT, INC.

Security: 192479103

Ticker: COHR

ISIN: US1924791031





Recommendation

Proposal Vote



For ForMgmt1A. Election of Director: John R. Ambroseo

For ForMgmt1B. Election of Director: Jay T. Flatley

For ForMgmt1C. Election of Director: Pamela Fletcher

For ForMgmt1D. Election of Director: Susan M. James

For ForMgmt1E. Election of Director: Michael R. McMullen

For ForMgmt1F. Election of Director: Garry W. Rogerson

For ForMgmt1G. Election of Director: Steve Skaggs

For ForMgmt1H. Election of Director: Sandeep Vij

For ForMgmt2. To ratify the appointment of Deloitte & ToucheLLP as our independent registered publicaccounting firm for the fiscal year endingSeptember 28, 2019.

For ForMgmt3. To approve, on a non-binding advisory basis,our named executive officer compensation.


Page 282 of 402

CORE LABORATORIES N.V.

Security: N22717107

Ticker: CLB

ISIN: NL0000200384





Recommendation

Proposal Vote



For ForMgmt1a. Re-election of Class II Director: Martha Z.Carnes

For ForMgmt1b. Re-election of Class II Director: MichaelStraughen

For ForMgmt1c. Election of Class II Director: Gregory B.Barnett

For ForMgmt2. To appoint KPMG, including its U.S. andDutch affiliates, (collectively, "KPMG") asCore Laboratories N.V.'s (the "Company")independent registered public accountants forthe year ending December 31, 2019.

For ForMgmt3. To confirm and adopt our Dutch StatutoryAnnual Accounts in the English language forthe fiscal year ended December 31, 2018,following a discussion of our Dutch Report ofthe Management Board for that same period.

For ForMgmt4. To approve and resolve the cancellation ofour repurchased shares held at 12:01 a.m.CEST on May 23, 2019.

For ForMgmt5. To approve and resolve the extension of theexisting authority to repurchase up to 10% ofour issued share capital from time to time foran 18-month period, until November 23, 2020,and such repurchased shares may be usedfor any legal purpose.


Page 283 of 402



Recommendation

For ForMgmt6. To approve and resolve the extension of theauthority to issue shares and/or to grant rights(including options to purchase) with respect toour common and preference shares up to amaximum of 10% of outstanding shares perannum until November 23, 2020.

For ForMgmt7. To approve and resolve the extension of theauthority to limit or exclude the preemptiverights of the holders of our common sharesand/or preference shares up to a maximum of10% of outstanding shares per annum untilNovember 23, 2020.

For ForMgmt8. To approve, on an advisory basis, thecompensation philosophy, policies andprocedures described in the section entitledCompensation Disclosure and Analysis("CD&A"), and the compensation of CoreLaboratories N.V.'s named executive officersas disclosed pursuant to the United StatesSecurities and Exchange Commission'scompensation disclosure rules, including thecompensation tables.


Page 284 of 402

DBS GROUP HOLDINGS LTD

Security: Y20246107

Ticker:

ISIN: SG1L01001701

Meeting Type: AGM




Recommendation

Proposal Vote



For ForMgmt1 TO RECEIVE AND ADOPT THEDIRECTORS' STATEMENT AND AUDITEDFINANCIAL STATEMENTS FOR THE YEARENDED 31 DECEMBER 2018 AND THEAUDITOR'S REPORT THEREON

For ForMgmt2 TO DECLARE A ONE-TIER TAX EXEMPTFINAL DIVIDEND OF 60 CENTS PERORDINARY SHARE FOR THE YEAR ENDED31 DECEMBER 2018. [2017: FINALDIVIDEND OF 60 CENTS PER ORDINARYSHARE, ONE-TIER TAX EXEMPT ANDSPECIAL DIVIDEND OF 50 CENTS PERORDINARY SHARE, ONE-TIER TAXEXEMPT]

For ForMgmt3 TO APPROVE THE AMOUNT OF SGD4,580,005 PROPOSED AS DIRECTORS'REMUNERATION FOR THE YEAR ENDED31 DECEMBER 2018. [2017: SGD 3,637,702]

For ForMgmt4 TO RE-APPOINT MESSRSPRICEWATERHOUSECOOPERS LLP ASAUDITOR OF THE COMPANY AND TOAUTHORISE THE DIRECTORS TO FIX ITSREMUNERATION

For ForMgmt5 TO RE-ELECT THE FOLLOWINGDIRECTOR, WHO IS RETIRING UNDERARTICLE 99 OF THE COMPANY'SCONSTITUTION AND WHO, BEINGELIGIBLE, OFFER HERSELF FOR RE-ELECTION: MS EULEEN GOH YIU KIANG


Page 285 of 402



Recommendation

Against AgainstMgmt6 TO RE-ELECT THE FOLLOWINGDIRECTOR, WHO IS RETIRING UNDERARTICLE 99 OF THE COMPANY'SCONSTITUTION AND WHO, BEINGELIGIBLE, OFFER HIMSELF FOR RE-ELECTION: MR DANNY TEOH LEONG KAY

For ForMgmt7 TO RE-ELECT THE FOLLOWINGDIRECTOR, WHO IS RETIRING UNDERARTICLE 99 OF THE COMPANY'SCONSTITUTION AND WHO, BEINGELIGIBLE, OFFER HIMSELF FOR RE-ELECTION: MR NIHAL VIJAYA DEVADASKAVIRATNE CBE

For ForMgmt8 TO RE-ELECT THE FOLLOWINGDIRECTOR, WHO IS RETIRING UNDERARTICLE 105 OF THE COMPANY'SCONSTITUTION AND WHO, BEINGELIGIBLE, OFFER HIMSELF FOR RE-ELECTION: DR BONGHAN CHO

For ForMgmt9 TO RE-ELECT THE FOLLOWINGDIRECTOR, WHO IS RETIRING UNDERARTICLE 105 OF THE COMPANY'SCONSTITUTION AND WHO, BEINGELIGIBLE, OFFER HIMSELF FOR RE-ELECTION: MR THAM SAI CHOY

For ForMgmt10 SHARE ISSUE MANDATE

For ForMgmt11 DBSH SCRIP DIVIDEND SCHEME

For ForMgmt12 RENEWAL OF THE SHARE PURCHASEMANDATE

For ForMgmt13 EXTENSION OF, AND ALTERATIONS TO,THE DBSH SHARE PLAN


Page 286 of 402



Recommendation

For ForMgmt14 ADOPTION OF THE CALIFORNIA SUB-PLAN TO THE DBSH SHARE PLAN


Page 287 of 402

FANUC CORPORATION

Security: J13440102

Ticker:

ISIN: JP3802400006

Meeting Type: AGM




Recommendation

Proposal Vote



Non-VotingPlease reference meeting materials.

For ForMgmt1 Approve Appropriation of Surplus

For ForMgmt2.1 Appoint a Director Inaba, Yoshiharu

For ForMgmt2.2 Appoint a Director Yamaguchi, Kenji

For ForMgmt2.3 Appoint a Director Uchida, Hiroyuki

For ForMgmt2.4 Appoint a Director Gonda, Yoshihiro

For ForMgmt2.5 Appoint a Director Saito, Yutaka

For ForMgmt2.6 Appoint a Director Inaba, Kiyonori

For ForMgmt2.7 Appoint a Director Noda, Hiroshi

For ForMgmt2.8 Appoint a Director Richard E. Schneider

For ForMgmt2.9 Appoint a Director Tsukuda, Kazuo


Page 288 of 402



Recommendation

For ForMgmt2.10 Appoint a Director Imai, Yasuo

For ForMgmt2.11 Appoint a Director Ono, Masato

For ForMgmt3.1 Appoint a Corporate Auditor Kohari, Katsuo

For ForMgmt3.2 Appoint a Corporate Auditor Mitsumura,Katsuya

For ForMgmt3.3 Appoint a Corporate Auditor Yokoi, Hidetoshi


Page 289 of 402

GENMAB A/S

Security: K3967W102

Ticker:

ISIN: DK0010272202

Meeting Type: AGM




Recommendation

Proposal Vote



Non-VotingCMMT IN THE MAJORITY OF MEETINGS THEVOTES ARE CAST WITH THE REGISTRARWHO WILL FOLLOW CLIENTINSTRUCTIONS. IN A SMALLPERCENTAGE OF MEETINGS THERE ISNO REGISTRAR AND CLIENTS VOTESMAY BE CAST BY THE CHAIRMAN OF THEBOARD OR A BOARD MEMBER AS PROXY.CLIENTS CAN ONLY EXPECT THEM TOACCEPT PRO-MANAGEMENT VOTES. THEONLY WAY TO GUARANTEE THAT ABSTAINAND/OR AGAINST VOTES AREREPRESENTED AT THE MEETING IS TOSEND YOUR OWN REPRESENTATIVE ORATTEND THE MEETING IN PERSON. THESUB CUSTODIAN BANKS OFFERREPRESENTATION SERVICES FOR ANADDED FEE IF REQUESTED. THANK YOU

Non-VotingCMMT PLEASE BE ADVISED THAT SPLIT ANDPARTIAL VOTING IS NOT AUTHORISEDFOR A BENEFICIAL OWNER IN THEDANISH MARKET. PLEASE CONTACTYOUR GLOBAL CUSTODIAN FORFURTHER INFORMATION.

Non-VotingCMMT IMPORTANT MARKET PROCESSINGREQUIREMENT: A BENEFICIAL OWNERSIGNED POWER OF ATTORNEY (POA) ISREQUIRED IN ORDER TO LODGE ANDEXECUTE YOUR VOTING INSTRUCTIONSIN THIS MARKET. ABSENCE OF A POA,MAY CAUSE YOUR INSTRUCTIONS TO BEREJECTED. IF YOU HAVE ANYQUESTIONS, PLEASE CONTACT YOURCLIENT SERVICE REPRESENTATIVE


Page 290 of 402



Recommendation

Non-VotingCMMT PLEASE NOTE THAT SHAREHOLDERSARE ALLOWED TO VOTE 'IN FAVOR' OR'ABSTAIN' ONLY FOR RESOLUTIONNUMBERS 4.A TO 4.F AND 5. THANK YOU

Non-Voting1 REPORT BY THE BOARD OF DIRECTORSON THE COMPANY'S ACTIVITIES DURINGTHE YEAR

For ForMgmt2 ADOPTION OF THE AUDITED ANNUALREPORT AND DISCHARGE OF THEBOARD OF DIRECTORS AND THEEXECUTIVE MANAGEMENT

For ForMgmt3 DECISION AS TO THE DISTRIBUTION OFPROFIT ACCORDING TO THE ADOPTEDANNUAL REPORT

For ForMgmt4.A RE-ELECTION OF MATS PETTERSSON ASA BOARD OF DIRECTOR

For ForMgmt4.B RE-ELECTION OF DEIRDRE P. CONNELLYAS A BOARD OF DIRECTOR

For ForMgmt4.C RE-ELECTION OF PERNILLE ERENBJERGAS A BOARD OF DIRECTOR

For ForMgmt4.D RE-ELECTION OF ROLF HOFFMANN AS ABOARD OF DIRECTOR

For ForMgmt4.E RE-ELECTION OF DR. PAOLO PAOLETTIAS A BOARD OF DIRECTOR

For ForMgmt4.F RE-ELECTION OF DR. ANDERS GERSELPEDERSEN AS A BOARD OF DIRECTOR


Page 291 of 402



Recommendation

For ForMgmt5 RE-ELECTION OFPRICEWATERHOUSECOOPERSSTATSAUTORISERETREVISIONSPARTNERSELSKAB AS AAUDITOR

Against AgainstMgmt6.A PROPOSALS FROM THE BOARD OFDIRECTORS: AMENDMENT OF THEREMUNERATION PRINCIPLES FOR THEBOARD OF DIRECTORS AND THEEXECUTIVE MANAGEMENT

Against AgainstMgmt6.B PROPOSALS FROM THE BOARD OFDIRECTORS: APPROVAL OF THE BOARDOF DIRECTORS' REMUNERATION FOR2019

For ForMgmt6.C PROPOSALS FROM THE BOARD OFDIRECTORS: AMENDMENT OF ARTICLE 5(AUTHORIZATION TO ISSUE WARRANTS)

For ForMgmt6.D PROPOSALS FROM THE BOARD OFDIRECTORS: AUTHORIZATION OF THEBOARD OF DIRECTORS TO ACQUIRETREASURY SHARES

For ForMgmt7 AUTHORIZATION OF THE CHAIRMAN OFTHE GENERAL MEETING TO REGISTERRESOLUTIONS PASSED BY THE GENERALMEETING

Non-Voting8 MISCELLANEOUS


Page 292 of 402

ILLUMINA, INC.

Security: 452327109

Ticker: ILMN

ISIN: US4523271090





Recommendation

Proposal Vote



For ForMgmt1A. Election of Director: Frances Arnold, Ph.D.

For ForMgmt1B. Election of Director: Francis A. deSouza

For ForMgmt1C. Election of Director: Susan E. Siegel

For ForMgmt2. To ratify the appointment of Ernst & YoungLLP as our independent registered publicaccounting firm for the fiscal year endingDecember 29, 2019.

For ForMgmt3. To approve, on an advisory basis, thecompensation of the named executive officersas disclosed in the Proxy Statement.

For ForMgmt4. To approve an amendment to our Amendedand Restated Certificate of Incorporation todeclassify our Board of Directors.

For AgainstShr5. To approve, on an advisory basis, astockholder proposal to enhance election-related disclosures.


Page 293 of 402

INCYTE CORPORATION

Security: 45337C102

Ticker: INCY

ISIN: US45337C1027





Recommendation

Proposal Vote



For ForMgmt1.1 Election of Director: Julian C. Baker

For ForMgmt1.2 Election of Director: Jean-Jacques Bienaimé

For ForMgmt1.3 Election of Director: Paul A. Brooke

For ForMgmt1.4 Election of Director: Paul J. Clancy

For ForMgmt1.5 Election of Director: Wendy L. Dixon

For ForMgmt1.6 Election of Director: Jacqualyn A. Fouse

For ForMgmt1.7 Election of Director: Paul A. Friedman

For ForMgmt1.8 Election of Director: Hervé Hoppenot

Against AgainstMgmt2. To approve, on a non-binding, advisory basis,the compensation of the Company's namedexecutive officers.

For ForMgmt3. To approve amendments to the Company'sAmended and Restated 2010 Stock IncentivePlan.


Page 294 of 402



Recommendation

For ForMgmt4. To ratify the appointment of Ernst & YoungLLP as the Company's independentregistered public accounting firm for 2019.

For AgainstShr5. To vote on a stockholder proposal, if properlypresented, described in more detail in theproxy statement.


Page 295 of 402

JULIUS BAER GRUPPE AG

Security: H4414N103

Ticker:

ISIN: CH0102484968

Meeting Type: AGM




Recommendation

Proposal Vote



For ForMgmt1.1 FINANCIAL STATEMENTS ANDCONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR 2018

For ForMgmt1.2 CONSULTATIVE VOTE ON THEREMUNERATION REPORT 2018

For ForMgmt2 APPROPRIATION OF DISPOSABLEPROFIT; DISSOLUTION ANDDISTRIBUTION OF "STATUTORY CAPITALRESERVE(AS SPECIFIED): CHF 1.50 PERSHARE

For ForMgmt3 DISCHARGE OF THE MEMBERS OF THEBOARD OF DIRECTORS AND OF THEEXECUTIVE BOARD

For ForMgmt4.1 COMPENSATION OF THE BOARD OFDIRECTORS

For ForMgmt4.2.1 COMPENSATION OF THE EXECUTIVEBOARD: AGGREGATE AMOUNT OFVARIABLE CASH-BASED COMPENSATIONELEMENTS FOR THE COMPLETEDFINANCIAL YEAR 2018

For ForMgmt4.2.2 COMPENSATION OF THE EXECUTIVEBOARD: AGGREGATE AMOUNT OFVARIABLE SHARE-BASEDCOMPENSATION ELEMENTS THAT AREALLOCATED IN THE CURRENT FINANCIALYEAR 2019


Page 296 of 402



Recommendation

For ForMgmt4.2.3 COMPENSATION OF THE EXECUTIVEBOARD: MAXIMUM AGGREGATE AMOUNTOF FIXED COMPENSATION FOR THENEXT FINANCIAL YEAR 2020

For ForMgmt5.1.1 RE-ELECTIONS TO THE BOARD OFDIRECTOR: MR. GILBERT ACHERMANN

For ForMgmt5.1.2 RE-ELECTIONS TO THE BOARD OFDIRECTOR: MR. HEINRICH BAUMANN

For ForMgmt5.1.3 RE-ELECTIONS TO THE BOARD OFDIRECTOR: MR. RICHARD CAMPBELL-BREEDEN

For ForMgmt5.1.4 RE-ELECTIONS TO THE BOARD OFDIRECTOR: MR. PAUL MAN YIU CHOW

For ForMgmt5.1.5 RE-ELECTIONS TO THE BOARD OFDIRECTOR: MR. IVO FURRER

For ForMgmt5.1.6 RE-ELECTIONS TO THE BOARD OFDIRECTOR: MRS. CLAIRE GIRAUT

For ForMgmt5.1.7 RE-ELECTIONS TO THE BOARD OFDIRECTOR: MR. CHARLES G.T.STONEHILL

For ForMgmt5.2.1 NEW ELECTIONS TO THE BOARD OFDIRECTOR: MR. ROMEO LACHER

For ForMgmt5.2.2 NEW ELECTIONS TO THE BOARD OFDIRECTOR: MRS. EUNICE ZEHNDER-LAI

For ForMgmt5.2.3 NEW ELECTIONS TO THE BOARD OFDIRECTOR: MS. OLGA ZOUTENDIJK


Page 297 of 402



Recommendation

For ForMgmt5.3 ELECTION OF THE CHAIRMAN OF THEBOARD OF DIRECTORS: THE BOARD OFDIRECTORS PROPOSES THAT MR.ROMEO LACHER BE ELECTED ASCHAIRMAN OF THE BOARD OFDIRECTORS FOR A ONE-YEAR TERM. MR.ROMEO LACHER IS PROPOSED TO BEELECTED TO THE BOARD OF DIRECTORSAT THE ANNUAL GENERAL MEETING ON10 APRIL 2019 (SEE AGENDA ITEM 5.2)

For ForMgmt5.4.1 ELECTIONS TO THE COMPENSATIONCOMMITTEE: MR. GILBERT ACHERMANN

For ForMgmt5.4.2 ELECTIONS TO THE COMPENSATIONCOMMITTEE: MR. HEINRICH BAUMANN

For ForMgmt5.4.3 ELECTIONS TO THE COMPENSATIONCOMMITTEE: MR. RICHARD CAMPBELL-BREEDEN

For ForMgmt5.4.4 ELECTIONS TO THE COMPENSATIONCOMMITTEE: MRS. EUNICE ZEHNDER-LAI

For ForMgmt6 ELECTION OF THE STATUTORY AUDITOR:THE BOARD OF DIRECTORS PROPOSESTHAT KPMG AG, ZURICH, BE ELECTED ASSTATUTORY AUDITORS FOR ANOTHERONE-YEAR TERM

For ForMgmt7 ELECTION OF THE INDEPENDENTREPRESENTATIVE: THE BOARD OFDIRECTORS PROPOSES THAT MR. MARCNATER, WENGER PLATTNER ATTORNEYSAT LAW, SEESTRASSE 39, POSTFACH,8700 KUSNACHT, SWITZERLAND, BEELECTED AS INDEPENDENTREPRESENTATIVE FOR A TERM UNTILTHE END OF THE NEXT ANNUALGENERAL MEETING IN 2020


Page 298 of 402



Recommendation

Non-VotingCMMT PART 2 OF THIS MEETING IS FOR VOTINGON AGENDA AND MEETING ATTENDANCEREQUESTS ONLY. PLEASE ENSURE THATYOU HAVE FIRST VOTED IN FAVOUR OFTHE REGISTRATION OF SHARES IN PART1 OF THE MEETING. IT IS A MARKETREQUIREMENT FOR MEETINGS OF THISTYPE THAT THE SHARES AREREGISTERED AND MOVED TO AREGISTERED LOCATION AT THE CSD,AND SPECIFIC POLICIES AT THEINDIVIDUAL SUB-CUSTODIANS MAY VARY.UPON RECEIPT OF THE VOTEINSTRUCTION, IT IS POSSIBLE THAT AMARKER MAY BE PLACED ON YOURSHARES TO ALLOW FORRECONCILIATION AND RE-REGISTRATIONFOLLOWING A TRADE. THEREFOREWHILST THIS DOES NOT PREVENT THETRADING OF SHARES, ANY THAT AREREGISTERED MUST BE FIRSTDEREGISTERED IF REQUIRED FORSETTLEMENT. DEREGISTRATION CANAFFECT THE VOTING RIGHTS OF THOSESHARES. IF YOU HAVE CONCERNSREGARDING YOUR ACCOUNTS, PLEASECONTACT YOUR CLIENTREPRESENTATIVE

Non-VotingCMMT 01 APR 2019: PLEASE NOTE THAT THIS ISA REVISION DUE TO CHANGE IN RECORDDATE FROM 03 APR 2019 TO 02 APR 2019AND FURTHER REVISION DUE TORECEIPT OF DIVIDEND AMOUNT. IF YOUHAVE ALREADY SENT IN YOUR VOTES,PLEASE DO NOT VOTE AGAIN UNLESSYOU DECIDE TO AMEND YOUR ORIGINALINSTRUCTIONS. THANK YOU.


Page 299 of 402

KEYENCE CORPORATION

Security: J32491102

Ticker:

ISIN: JP3236200006

Meeting Type: AGM




Recommendation

Proposal Vote



Against AgainstMgmt1 Approve Appropriation of Surplus

For ForMgmt2.1 Appoint a Director Takizaki, Takemitsu

For ForMgmt2.2 Appoint a Director Yamamoto, Akinori

For ForMgmt2.3 Appoint a Director Kimura, Keiichi

For ForMgmt2.4 Appoint a Director Yamaguchi, Akiji

For ForMgmt2.5 Appoint a Director Miki, Masayuki

For ForMgmt2.6 Appoint a Director Nakata, Yu

For ForMgmt2.7 Appoint a Director Kanzawa, Akira

For ForMgmt2.8 Appoint a Director Tanabe, Yoichi

For ForMgmt2.9 Appoint a Director Taniguchi, Seiichi

Against AgainstMgmt3 Appoint a Corporate Auditor Komura, Koichiro


Page 300 of 402



Recommendation

For ForMgmt4 Appoint a Substitute Corporate AuditorYamamoto, Masaharu


Page 301 of 402

MASTERCARD INCORPORATED

Security: 57636Q104

Ticker: MA

ISIN: US57636Q1040





Recommendation

Proposal Vote



For ForMgmt1a. Election of director: Richard Haythornthwaite

For ForMgmt1b. Election of director: Ajay Banga

For ForMgmt1c. Election of director: David R. Carlucci

For ForMgmt1d. Election of director: Richard K. Davis

For ForMgmt1e. Election of director: Steven J. Freiberg

For ForMgmt1f. Election of director: Julius Genachowski

For ForMgmt1g. Election of director: Choon Phong Goh

For ForMgmt1h. Election of director: Merit E. Janow

For ForMgmt1i. Election of director: Oki Matsumoto

For ForMgmt1j. Election of director: Youngme Moon

For ForMgmt1k. Election of director: Rima Qureshi


Page 302 of 402



Recommendation

For ForMgmt1l. Election of director: José Octavio ReyesLagunes

For ForMgmt1m. Election of director: Gabrielle Sulzberger

For ForMgmt1n. Election of director: Jackson Tai

For ForMgmt1o. Election of director: Lance Uggla

For ForMgmt2. Advisory approval of Mastercard's executivecompensation

For ForMgmt3. Ratification of the appointment ofPricewaterhouseCoopers LLP as theindependent registered public accounting firmfor Mastercard for 2019

For AgainstShr4. Consideration of a stockholder proposal ongender pay gap

Against ForShr5. Consideration of a stockholder proposal oncreation of a human rights committee


Page 303 of 402

NASPERS LIMITED

Security: S53435103

Ticker:

ISIN: ZAE000015889

Meeting Type: AGM




Recommendation

Proposal Vote



For ForMgmtO.1 ACCEPTANCE OF ANNUAL FINANCIALSTATEMENTS

For ForMgmtO.2 CONFIRMATION AND APPROVAL OFPAYMENT OF DIVIDENDS

For ForMgmtO.3 REAPPOINTMENT OFPRICEWATERHOUSECOOPERS INC. ASAUDITOR

For ForMgmtO.4 TO CONFIRM THE APPOINTMENT OF M RSOROUR AS A NONEXECUTIVE DIRECTOR

For ForMgmtO.5.1 TO ELECT THE FOLLOWING DIRECTOR: CL ENENSTEIN

For ForMgmtO.5.2 TO ELECT THE FOLLOWING DIRECTOR: DG ERIKSSON

For ForMgmtO.5.3 TO ELECT THE FOLLOWING DIRECTOR: HJ DU TOIT

For ForMgmtO.5.4 TO ELECT THE FOLLOWING DIRECTOR: GLIU

For ForMgmtO.5.5 TO ELECT THE FOLLOWING DIRECTOR: ROLIVEIRA DE LIMA


Page 304 of 402



Recommendation

For ForMgmtO.6.1 APPOINTMENT OF THE FOLLOWINGAUDIT COMMITTEE MEMBER: D GERIKSSON

For ForMgmtO.6.2 APPOINTMENT OF THE FOLLOWINGAUDIT COMMITTEE MEMBER: B J VANDER ROSS

For ForMgmtO.6.3 APPOINTMENT OF THE FOLLOWINGAUDIT COMMITTEE MEMBER: R C CJAFTA

Against AgainstMgmtO.7 TO ENDORSE THE COMPANY'SREMUNERATION POLICY

Against AgainstMgmtO.8 TO APPROVE THE IMPLEMENTATION OFTHE REMUNERATION POLICY AS SET OUTIN THE REMUNERATION REPORT

Against AgainstMgmtO.9 APPROVAL OF GENERAL AUTHORITYPLACING UNISSUED SHARES UNDER THECONTROL OF THE DIRECTORS

Against AgainstMgmtO.10 APPROVAL OF GENERAL ISSUE OFSHARES FOR CASH

For ForMgmtO.11 AUTHORISATION TO IMPLEMENT ALLRESOLUTIONS ADOPTED AT THE ANNUALGENERAL MEETING

For ForMgmtS.1.1 APPROVAL OF THE REMUNERATION OFTHE NON-EXECUTIVE DIRECTORS:PROPOSED FINANCIAL YEAR 31 MARCH2020: BOARD - CHAIR

For ForMgmtS.1.2 APPROVAL OF THE REMUNERATION OFTHE NON-EXECUTIVE DIRECTORS:PROPOSED FINANCIAL YEAR 31 MARCH2020: BOARD - MEMBER


Page 305 of 402



Recommendation

For ForMgmtS.1.3 APPROVAL OF THE REMUNERATION OFTHE NON-EXECUTIVE DIRECTORS:PROPOSED FINANCIAL YEAR 31 MARCH2020: AUDIT COMMITTEE - CHAIR

For ForMgmtS.1.4 APPROVAL OF THE REMUNERATION OFTHE NON-EXECUTIVE DIRECTORS:PROPOSED FINANCIAL YEAR 31 MARCH2020: AUDIT COMMITTEE - MEMBER

For ForMgmtS.1.5 APPROVAL OF THE REMUNERATION OFTHE NON-EXECUTIVE DIRECTORS:PROPOSED FINANCIAL YEAR 31 MARCH2020: RISK COMMITTEE - CHAIR

For ForMgmtS.1.6 APPROVAL OF THE REMUNERATION OFTHE NON-EXECUTIVE DIRECTORS:PROPOSED FINANCIAL YEAR 31 MARCH2020: RISK COMMITTEE - MEMBER

For ForMgmtS.1.7 APPROVAL OF THE REMUNERATION OFTHE NON-EXECUTIVE DIRECTORS:PROPOSED FINANCIAL YEAR 31 MARCH2020: HUMAN RESOURCES ANDREMUNERATION COMMITTEE - CHAIR

For ForMgmtS.1.8 APPROVAL OF THE REMUNERATION OFTHE NON-EXECUTIVE DIRECTORS:PROPOSED FINANCIAL YEAR 31 MARCH2020: HUMAN RESOURCES ANDREMUNERATION COMMITTEE - MEMBER

For ForMgmtS.1.9 APPROVAL OF THE REMUNERATION OFTHE NON-EXECUTIVE DIRECTORS:PROPOSED FINANCIAL YEAR 31 MARCH2020: NOMINATION COMMITTEE - CHAIR

For ForMgmtS.110 APPROVAL OF THE REMUNERATION OFTHE NON-EXECUTIVE DIRECTORS:PROPOSED FINANCIAL YEAR 31 MARCH2020: NOMINATION COMMITTEE -MEMBER


Page 306 of 402



Recommendation

For ForMgmtS.111 APPROVAL OF THE REMUNERATION OFTHE NON-EXECUTIVE DIRECTORS:PROPOSED FINANCIAL YEAR 31 MARCH2020: SOCIAL AND ETHICS COMMITTEE -CHAIR

For ForMgmtS.112 APPROVAL OF THE REMUNERATION OFTHE NON-EXECUTIVE DIRECTORS:PROPOSED FINANCIAL YEAR 31 MARCH2020: SOCIAL AND ETHICS COMMITTEE -MEMBER

For ForMgmtS.113 APPROVAL OF THE REMUNERATION OFTHE NON-EXECUTIVE DIRECTORS:PROPOSED FINANCIAL YEAR 31 MARCH2020: TRUSTEES OF GROUP SHARESCHEMES/OTHER PERSONNEL FUNDS

For ForMgmtS.2 APPROVE GENERALLY THE PROVISIONOF FINANCIAL ASSISTANCE IN TERMS OFSECTION 44 OF THE ACT


For ForMgmtS.4 GENERAL AUTHORITY FOR THECOMPANY OR ITS SUBSIDIARIES TOACQUIRE N ORDINARY SHARES IN THECOMPANY

Against AgainstMgmtS.5 GENERAL AUTHORITY FOR THECOMPANY OR ITS SUBSIDIARIES TOACQUIRE A ORDINARY SHARES IN THECOMPANY


Page 307 of 402

NVIDIA CORPORATION

Security: 67066G104

Ticker: NVDA

ISIN: US67066G1040





Recommendation

Proposal Vote



For ForMgmt1a Election of Director: Robert K. Burgess

For ForMgmt1b. Election of Director: Tench Coxe

For ForMgmt1c. Election of Director: Persis S. Drell

For ForMgmt1d. Election of Director: James C. Gaither

For ForMgmt1e. Election of Director: Jen-Hsun Huang

For ForMgmt1f. Election of Director: Dawn Hudson

For ForMgmt1g. Election of Director: Harvey C. Jones

For ForMgmt1h. Election of Director: Michael G. McCaffery

For ForMgmt1i. Election of Director: Stephen C. Neal

For ForMgmt1j. Election of Director: Mark L. Perry

For ForMgmt1k. Election of Director: A. Brooke Seawell


Page 308 of 402



Recommendation

For ForMgmt1l. Election of Director: Mark A. Stevens

For ForMgmt2. Approval of our executive compensation.

For ForMgmt3. Ratification of the selection ofPricewaterhouseCoopers LLP as ourindependent registered public accounting firmfor fiscal year 2020.

For ForMgmt4. Approval of an amendment and restatementof our Certificate of Incorporation to eliminatesupermajority voting to remove a directorwithout cause.


Page 309 of 402

PIRELLI & C.SPA

Security: T76434264

Ticker:

ISIN: IT0005278236

Meeting Type: OGM




Recommendation

Proposal Vote



For ForMgmt1 APPROVE FINANCIAL STATEMENTS,STATUTORY REPORTS, AND ALLOCATIONOF INCOME

Against AgainstMgmt2.1 INCREASE NUMBER OF DIRECTORS ONTHE BOARD ELECT NING GAONING ASDIRECTOR

Against AgainstMgmt2.2 ELECT NING GAONING AS BOARD CHAIR

Against AgainstMgmt3 APPROVE REMUNERATION POLICY

Non-VotingCMMT PLEASE NOTE THAT THIS IS ANAMENDMENT TO MEETING ID 211858 DUETO SPLITTING OF RESOLUTION 2. ALLVOTES RECEIVED ON THE PREVIOUSMEETING WILL BE DISREGARDED ANDYOU WILL NEED TO REINSTRUCT ONTHIS MEETING NOTICE. THANK YOU


Page 310 of 402

PT BANK RAKYAT INDONESIA (PERSERO) TBK

Security: Y0697U112

Ticker:

ISIN: ID1000118201

Meeting Type: EGM




Recommendation

Proposal Vote



Abstain AgainstMgmt1 EXPOSURE AND PERFORMANCEEVALUATION UP TO QUARTER III OF 2018

For ForMgmt2 AMENDMENT OF COMPANY'SMANAGEMENT COMPOSITION

Non-VotingCMMT 13 DEC 2018: PLEASE NOTE THAT THIS ISA REVISION DUE TO MODIFICATION OFTHE TEXT OF RESOLUTION 1. IF YOUHAVE ALREADY SENT IN YOUR VOTES,PLEASE DO NOT VOTE AGAIN UNLESSYOU DECIDE TO AMEND YOUR ORIGINALINSTRUCTIONS. THANK YOU.


Page 311 of 402


Security: Y0697U112

Ticker:

ISIN: ID1000118201

Meeting Type: AGM




Recommendation

Proposal Vote



For ForMgmt1 APPROVAL OF ANNUAL REPORT ANDRATIFICATION OF CONSOLIDATEDFINANCIAL REPORT ON BOOK YEAR 2018AND APPROVAL OF BOARD OFCOMMISSIONER SUPERVISORY REPORT2018 AND RATIFICATION OF FINANCIALREPORT OF PARTNERSHIP ANDCOMMUNITY DEVELOPMENT PROGRAM2018 AS WELL AS TO GRANT VOLLEDIGACQUIT ET DE CHARGE TO BOARD OFDIRECTORS AND COMMISSIONERS FORBOOK YEAR 2018

For ForMgmt2 DETERMINE THE UTILIZATION OFCOMPANY PROFIT FOR BOOK YEAR 2018

For ForMgmt3 DETERMINE REMUNERATION OR INCOMEOF BOARD OF DIRECTOR ANDCOMMISSIONER ON 2018 AND TANTIEMON BOOK YEAR 2018 FOR BOARD OFDIRECTOR AND COMMISSIONER

For ForMgmt4 APPOINTMENT OF PUBLIC ACCOUNTANTTO AUDIT FINANCIAL REPORT OFCOMPANY 2019 AND PARTNERSHIP ANDCOMMUNITY DEVELOPMENT PROGRAMFOR BOOK YEAR 2019

Against AgainstMgmt5 CHANGE ON MANAGEMENT STRUCTURE


Page 312 of 402

RECRUIT HOLDINGS CO.,LTD.

Security: J6433A101

Ticker:

ISIN: JP3970300004

Meeting Type: AGM




Recommendation

Proposal Vote




For ForMgmt1.1 Appoint a Director Minegishi, Masumi

For ForMgmt1.2 Appoint a Director Ikeuchi, Shogo

For ForMgmt1.3 Appoint a Director Idekoba, Hisayuki

For ForMgmt1.4 Appoint a Director Sagawa, Keiichi

For ForMgmt1.5 Appoint a Director Rony Kahan

For ForMgmt1.6 Appoint a Director Izumiya, Naoki

For ForMgmt1.7 Appoint a Director Totoki, Hiroki

For ForMgmt2.1 Appoint a Corporate Auditor Inoue, Hiroki

For ForMgmt2.2 Appoint a Substitute Corporate AuditorShinkawa, Asa


Page 313 of 402



Recommendation

For ForMgmt3 Approve Details of the Compensation to bereceived by Directors

For ForMgmt4 Approve Details of Compensation as StockOptions for Directors (Excluding OutsideDirectors)

For ForMgmt5 Approve Increase of Stated Capital byReduction of Capital Reserve and Surplus


Page 314 of 402

RED HAT, INC.

Security: 756577102

Ticker: RHT

ISIN: US7565771026





Recommendation

Proposal Vote



For ForMgmt1.1 Election of Director: Sohaib Abbasi

For ForMgmt1.2 Election of Director: W. Steve Albrecht

For ForMgmt1.3 Election of Director: Charlene T. Begley

For ForMgmt1.4 Election of Director: Narendra K. Gupta

For ForMgmt1.5 Election of Director: Kimberly L. Hammonds

For ForMgmt1.6 Election of Director: William S. Kaiser

For ForMgmt1.7 Election of Director: James M. Whitehurst

For ForMgmt1.8 Election of Director: Alfred W. Zollar

For ForMgmt2. To approve, on an advisory basis, a resolutionrelating to Red Hat's executive compensation

For ForMgmt3. To ratify the selection ofPricewaterhouseCoopers LLP as Red Hat'sindependent registered public accounting firmfor the fiscal year ending February 28, 2019


Page 315 of 402

RED HAT, INC.

Security: 756577102

Ticker: RHT

ISIN: US7565771026





Recommendation

Proposal Vote



For ForMgmt1. To adopt the Agreement and Plan of Merger(as it may be amended from time to time),dated as of October 28, 2018, which we referto as the merger agreement, by and amongRed Hat, Inc., International BusinessMachines Corporation and SocratesAcquisition Corp.

For ForMgmt2. To approve, by means of a non-binding,advisory vote, compensation that will or maybecome payable to the named executiveofficers of Red Hat, Inc. in connection with themerger.

For ForMgmt3. To approve one or more adjournments of thespecial meeting to a later date or dates, ifnecessary or appropriate, to solicit additionalproxies if there are insufficient votes to adoptthe merger agreement at the then-scheduleddate and time of the special meeting.


Page 316 of 402

REGENERON PHARMACEUTICALS, INC.

Security: 75886F107

Ticker: REGN

ISIN: US75886F1075





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Bonnie L. Bassler, Ph.D.

For ForMgmt1b. Election of Director: Michael S. Brown, M.D.

For ForMgmt1c. Election of Director: Leonard S. Schleifer,M.D., Ph.D.

For ForMgmt1d. Election of Director: George D. Yancopoulos,M.D., Ph.D.



Page 317 of 402

SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.)

Security: 806857108

Ticker: SLB

ISIN: AN8068571086





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Peter L.S. Currie

For ForMgmt1b. Election of Director: Miguel M. Galuccio

For ForMgmt1c. Election of Director: Paal Kibsgaard

For ForMgmt1d. Election of Director: Nikolay Kudryavtsev

For ForMgmt1e. Election of Director: Tatiana A. Mitrova


For ForMgmt1g. Election of Director: Lubna S. Olayan

For ForMgmt1h. Election of Director: Mark G. Papa

For ForMgmt1i. Election of Director: Leo Rafael Reif

For ForMgmt1j. Election of Director: Henri Seydoux


Page 318 of 402



Recommendation

For ForMgmt2. Approval of the advisory resolution to approveour executive compensation.

For ForMgmt3. Approval of our consolidated balance sheetas of December 31, 2018; our consolidatedstatement of income for the year endedDecember 31, 2018; and our Board ofDirectors' declarations of dividends in 2018,as reflected in our 2018 Annual Report toStockholders.

For ForMgmt4. Ratification of the appointment ofPricewaterhouseCoopers LLP as ourindependent auditors for 2019.

For ForMgmt5. Approval of an amended and restated 2004Stock and Deferral Plan for Non-EmployeeDirectors.


Page 319 of 402

SINOPHARM GROUP CO. LTD.

Security: Y8008N107

Ticker:

ISIN: CNE100000FN7

Meeting Type: EGM




Recommendation

Proposal Vote



Non-VotingCMMT PLEASE NOTE THAT THE COMPANYNOTICE AND PROXY FORM AREAVAILABLE BY CLICKING ON THE URLLINKS:HTTP://WWW.HKEXNEWS.HK/LISTEDCO/LISTCONEWS/SEHK/2018/0906/LTN20180906297.PDF,HTTP://WWW.HKEXNEWS.HK/LISTEDCO/LISTCONEWS/SEHK/2018/0906/LTN20180906309.PDF,HTTP://WWW.HKEXNEWS.HK/LISTEDCO/LISTCONEWS/SEHK/2018/0807/LTN20180807341.PDF ANDHTTP://WWW.HKEXNEWS.HK/LISTEDCO/LISTCONEWS/SEHK/2018/0807/LTN20180807343.PDF

Non-VotingCMMT PLEASE NOTE IN THE HONG KONGMARKET THAT A VOTE OF 'ABSTAIN' WILLBE TREATED THE SAME AS A 'TAKE NOACTION' VOTE

Non-VotingCMMT PLEASE NOTE THAT THIS IS ANAMENDMENT TO MEETING ID 981764 DUETO RECEIPT OF ADDITIONALRESOLUTION 2. ALL VOTES RECEIVED ONTHE PREVIOUS MEETING WILL BEDISREGARDED IF VOTE DEADLINEEXTENSIONS ARE GRANTED.THEREFORE PLEASE REINSTRUCT ONTHIS MEETING NOTICE ON THE NEW JOB.IF HOWEVER VOTE DEADLINEEXTENSIONS ARE NOT GRANTED IN THEMARKET, THIS MEETING WILL BE CLOSEDAND YOUR VOTE INTENTIONS ON THEORIGINAL MEETING WILL BE APPLICABLE.


Page 320 of 402



Recommendation

PLEASE ENSURE VOTING IS SUBMITTEDPRIOR TO CUTOFF ON THE ORIGINALMEETING, AND AS SOON AS POSSIBLEON THIS NEW AMENDED MEETING.THANK YOU

For ForMgmt1 THAT THE AGREEMENT ON ASSETPURCHASE BY ISSUE OF SHARES (THE"ASSET PURCHASE AGREEMENT")ENTERED INTO BY THE COMPANY ANDCHINA NATIONAL PHARMACEUTICALGROUP CO., LTD. ON 11 JULY 2018 ANDTHE TRANSACTIONS CONTEMPLATEDTHEREUNDER, BE AND ARE HEREBYAPPROVED AND CONFIRMED; AND THATANY ONE DIRECTOR OF THE COMPANYBE AND IS HEREBY AUTHORIZED TO SIGNOR EXECUTE SUCH OTHER DOCUMENTSOR SUPPLEMENTAL AGREEMENTS ORDEEDS ON BEHALF OF THE COMPANYAND TO DO ALL SUCH THINGS AND TAKEALL SUCH ACTIONS AS HE/SHE MAYCONSIDER NECESSARY OR DESIRABLEFOR THE PURPOSE OF GIVING EFFECTTO THE ASSET PURCHASE AGREEMENTAND COMPLETING THE TRANSACTIONSCONTEMPLATED THEREUNDER WITHSUCH CHANGES AS HE/SHE MAYCONSIDER NECESSARY, DESIRABLE OREXPEDIENT

For ForMgmt2 TO CONSIDER AND, IF THOUGHT FIT, TOAPPROVE THE AMENDMENTS TO THEARTICLES OF ASSOCIATION OF THECOMPANY (THE "ARTICLES OFASSOCIATION") AS SET OUT IN THECIRCULAR OF THE COMPANY DATED 6SEPTEMBER 2018, AND TO AUTHORIZETHE BOARD OF DIRECTORS OF THECOMPANY OR ITS AUTHORIZEDPERSON(S) TO FILE THE COMPLETEARTICLES OF ASSOCIATION WITH THEAPPLICABLE ADMINISTRATION FORINDUSTRY AND COMMERCE AFTERTHESE AMENDMENTS HAVE BEENAPPROVED


Page 321 of 402


Security: Y8008N107

Ticker:

ISIN: CNE100000FN7

Meeting Type: EGM




Recommendation

Proposal Vote



Non-VotingCMMT PLEASE NOTE THAT THE COMPANYNOTICE AND PROXY FORM AREAVAILABLE BY CLICKING ON THE URLLINKS:HTTP://WWW3.HKEXNEWS.HK/LISTEDCO/LISTCONEWS/SEHK/2018/1130/LTN20181130307.PDF ANDHTTP://WWW3.HKEXNEWS.HK/LISTEDCO/LISTCONEWS/SEHK/2018/1130/LTN20181130329.PDF ANDHTTP://WWW3.HKEXNEWS.HK/LISTEDCO/LISTCONEWS/SEHK/2018/1112/LTN20181112253.PDF ANDHTTP://WWW3.HKEXNEWS.HK/LISTEDCO/LISTCONEWS/SEHK/2018/1112/LTN20181112255.PDF


Non-VotingCMMT PLEASE NOTE THAT THIS IS ANAMENDMENT TO MEETING ID 124710 DUETO RECEIPT OF ADDITIONALRESOLUTION 3. ALL VOTES RECEIVED ONTHE PREVIOUS MEETING WILL BEDISREGARDED AND YOU WILL NEED TOREINSTRUCT ON THIS MEETING NOTICE.THANK YOU


Page 322 of 402



Recommendation

For ForMgmt1 TO CONSIDER AND, IF THOUGHT FIT, TOAPPROVE THE APPOINTMENT OF MR. HUJIANWEI AS A NONEXECUTIVE DIRECTOROF THE COMPANY, AND TO AUTHORIZETHE CHAIRMAN OF THE BOARD OFDIRECTORS OF THE COMPANY (THE"BOARD") OR ANY EXECUTIVE DIRECTOROF THE COMPANY TO ENTER INTO THESERVICE CONTRACT OR SUCH OTHERDOCUMENTS OR SUPPLEMENTALAGREEMENTS OR DEEDS WITH HIM

For ForMgmt2 TO CONSIDER AND, IF THOUGHT FIT, TOAPPROVE THE APPOINTMENT OF MR.CHEN FANGRUO AS AN INDEPENDENTNON-EXECUTIVE DIRECTOR OF THECOMPANY, AND TO AUTHORIZE THECHAIRMAN OF THE BOARD OR ANYEXECUTIVE DIRECTOR OF THE COMPANYTO ENTER INTO THE SERVICE CONTRACTOR SUCH OTHER DOCUMENTS ORSUPPLEMENTAL AGREEMENTS ORDEEDS WITH HIM

Against AgainstMgmt3 TO CONSIDER AND, IF THOUGHT FIT, TOAPPROVE THE APPOINTMENT OF MR. YUQINGMING AS AN EXECUTIVE DIRECTOROF THE FOURTH SESSION OF THEBOARD, AND TO AUTHORIZE THECHAIRMAN OF THE BOARD OR ANYEXECUTIVE DIRECTOR OF THE COMPANYTO ENTER INTO THE SERVICE CONTRACTOR SUCH OTHER DOCUMENTS ORSUPPLEMENTAL AGREEMENTS ORDEEDS WITH HIM


Page 323 of 402


Security: Y8008N107

Ticker:

ISIN: CNE100000FN7

Meeting Type: EGM




Recommendation

Proposal Vote




Non-VotingCMMT PLEASE NOTE IN THE HONG KONGMARKET THAT A VOTE OF "ABSTAIN" WILLBE TREATED THE SAME AS A "TAKE NOACTION" VOTE

For ForMgmt1 TO CONSIDER AND, IF THOUGHT FIT, TOAPPROVE THE APPOINTMENT OF MS.GUAN XIAOHUI AS A NON-EXECUTIVEDIRECTOR OF THE COMPANY, AND TOAUTHORIZE THE CHAIRMAN OF THEBOARD OF DIRECTORS OF THECOMPANY OR ANY EXECUTIVE DIRECTOROF THE COMPANY TO ENTER INTO THESERVICE CONTRACT OR SUCH OTHERDOCUMENTS OR SUPPLEMENTALAGREEMENTS OR DEEDS WITH HER


Page 324 of 402


Security: Y8008N107

Ticker:

ISIN: CNE100000FN7

Meeting Type: AGM




Recommendation

Proposal Vote






For ForMgmt2 TO CONSIDER AND APPROVE THEREPORT OF THE SUPERVISORYCOMMITTEE OF THE COMPANY (THE"SUPERVISORY COMMITTEE") FOR THEYEAR ENDED 31 DECEMBER 2018

For ForMgmt3 TO CONSIDER AND APPROVE THEAUDITED FINANCIAL STATEMENTS OFTHE COMPANY AND ITS SUBSIDIARIESFOR THE YEAR ENDED 31 DECEMBER2018 AND THE AUDITORS' REPORT


Page 325 of 402



Recommendation

For ForMgmt4 TO CONSIDER AND APPROVE THEPROFIT DISTRIBUTION PLAN ANDPAYMENT OF THE FINAL DIVIDEND FORTHE YEAR ENDED 31 DECEMBER 2018

For ForMgmt5 TO CONSIDER AND AUTHORIZE THEBOARD TO DETERMINE THEREMUNERATION OF THE DIRECTORS OFTHE COMPANY (THE "DIRECTORS") FORTHE YEAR ENDING 31 DECEMBER 2019

For ForMgmt6 TO CONSIDER AND AUTHORIZE THESUPERVISORY COMMITTEE TODETERMINE THE REMUNERATION OF THESUPERVISORS OF THE COMPANY (THE"SUPERVISORS") FOR THE YEAR ENDING31 DECEMBER 2019

For ForMgmt7 TO CONSIDER AND APPROVE THEAPPOINTMENT OF ERNST & YOUNG HUAMING LLP AS THE DOMESTIC AUDITOR OFTHE COMPANY TO HOLD OFFICE UNTILTHE CONCLUSION OF THE NEXT ANNUALGENERAL MEETING, THE APPOINTMENTOF ERNST & YOUNG AS THEINTERNATIONAL AUDITOR OF THECOMPANY TO HOLD OFFICE UNTIL THECONCLUSION OF THE NEXT ANNUALGENERAL MEETING, AND TO RATIFY ANDCONFIRM THEIR REMUNERATIONSDETERMINED BY THE AUDIT COMMITTEEOF THE BOARD

Against AgainstMgmt8 TO CONSIDER AND APPROVE THEDELEGATION OF THE POWER TO THEBOARD TO APPROVE THE GUARANTEESIN FAVOR OF THIRD PARTIES WITH ANAGGREGATE TOTAL VALUE OF NOT MORETHAN 30% OF THE LATEST AUDITEDTOTAL ASSETS OF THE COMPANY OVER APERIOD OF 12 MONTHS; AND IF THEABOVE DELEGATION IS NOT CONSISTENTWITH, COLLIDES WITH OR CONFLICTSWITH THE REQUIREMENTS UNDER THERULES GOVERNING THE LISTING OFSECURITIES (THE "HONG KONG LISTINGRULES") ON THE STOCK EXCHANGE OFHONG KONG LIMITED (THE "HONG KONG


Page 326 of 402



Recommendation

STOCK EXCHANGE") OR OTHERREQUIREMENTS OF THE HONG KONGSTOCK EXCHANGE, THE REQUIREMENTSUNDER THE HONG KONG LISTING RULESOR OTHER REQUIREMENTS OF THEHONG KONG STOCK EXCHANGE SHOULDBE FOLLOWED

For ForMgmt9 TO CONSIDER AND APPROVE THEAMENDMENTS TO THE RULES OFPROCEDURE OF THE BOARD OFDIRECTORS

For ForMgmt10 TO CONSIDER AND APPROVE THEAPPOINTMENT OF MS. DAI KUN AS ANON-EXECUTIVE DIRECTOR OF THECOMPANY, AND TO AUTHORIZE THECHAIRMAN OF THE BOARD OR ANYEXECUTIVE DIRECTOR OF THE COMPANYTO ENTER INTO THE SERVICE CONTRACTOR SUCH OTHER DOCUMENTS ORSUPPLEMENTAL AGREEMENTS ORDEEDS WITH HER

Against AgainstMgmt11 TO CONSIDER AND APPROVE TO GRANTA GENERAL MANDATE TO THE BOARD TOEXERCISE THE POWER OF THECOMPANY TO ALLOT, ISSUE AND/OR DEALWITH DOMESTIC SHARES AND/OR HSHARES (DETAILS OF THIS RESOLUTIONWERE CONTAINED IN THE NOTICE OFTHE AGM)

For ForMgmt12 TO CONSIDER AND APPROVE THEAMENDMENTS TO THE ARTICLES OFASSOCIATION OF THE COMPANY (THE"ARTICLES OF ASSOCIATION")


Page 327 of 402

SVB FINANCIAL GROUP

Security: 78486Q101

Ticker: SIVB

ISIN: US78486Q1013





Recommendation

Proposal Vote



1. DIRECTOR

1 Greg W. Becker For ForMgmt

2 Eric A. Benhamou For ForMgmt

3 John S. Clendening For ForMgmt

4 Roger F. Dunbar For ForMgmt

5 Joel P. Friedman For ForMgmt

6 Kimberly A. Jabal For ForMgmt

7 Jeffrey N. Maggioncalda For ForMgmt

8 Mary J. Miller For ForMgmt

9 Kate D. Mitchell For ForMgmt

10 John F. Robinson For ForMgmt

11 Garen K. Staglin For ForMgmt


Page 328 of 402



Recommendation

For ForMgmt2. To approve our Amended and RestatedCertificate of Incorporation to eliminatecumulative voting in director elections.

For ForMgmt3. To approve, on an advisory basis, ourexecutive compensation ("Say on Pay").

For ForMgmt4. To approve our 2006 Equity Incentive Plan, asamended and restated, to reserve anadditional 2,500,000 shares of common stockfor issuance thereunder and extend theexpiration date of the Plan to April 24, 2029.

For ForMgmt5. To ratify the appointment of KPMG LLP as theCompany's independent registered publicaccounting firm for its fiscal year endingDecember 31, 2019.


Page 329 of 402

TAIWAN SEMICONDUCTOR MFG. CO. LTD.

Security: 874039100

Ticker: TSM

ISIN: US8740391003





Recommendation

Proposal Vote



For ForMgmt1) To accept 2018 Business Report andFinancial Statements

For ForMgmt2) To approve the proposal for distribution of2018 earnings

For ForMgmt3) To revise the Articles of Incorporation

For ForMgmt4) To revise the following TSMC policies: (i)Procedures for Acquisition or Disposal ofAssets; (ii) Procedures for FinancialDerivatives Transactions

5) DIRECTOR

1 Moshe N. Gavrielov For ForMgmt


Page 330 of 402

TEMENOS AG

Security: H8547Q107

Ticker:

ISIN: CH0012453913

Meeting Type: AGM




Recommendation

Proposal Vote



For ForMgmt1 ACCEPT FINANCIAL STATEMENTS ANDSTATUTORY REPORTS

For ForMgmt2 APPROVE ALLOCATION OF INCOME

For ForMgmt3 APPROVE DIVIDENDS OF CHF 0.75 PERSHARE FROM CAPITAL CONTRIBUTIONRESERVES

For ForMgmt4 APPROVE DISCHARGE OF BOARD ANDSENIOR MANAGEMENT

For ForMgmt5 APPROVE CREATION OF CHF.35.5MILLION POOL OF CAPITAL WITHOUTPREEMPTIVE RIGHTS

For ForMgmt6.1 APPROVE MAXIMUM REMUNERATION OFDIRECTORS IN THE AMOUNT OF USD 7.8MILLION

For ForMgmt6.2 APPROVE MAXIMUM REMUNERATION OFEXECUTIVE COMMITTEE IN THE AMOUNTOF USD 27.2 MILLION

For ForMgmt7.1 ELECTIONS OF THE MEMBER OF THEBOARD OF DIRECTORS: MR. ANDREASANDREADES, MEMBER AND EXECUTIVECHAIRMAN OF THE BOARD OFDIRECTORS


Page 331 of 402



Recommendation

For ForMgmt7.2 ELECTIONS OF THE MEMBER OF THEBOARD OF DIRECTORS: MR. SERGIOGIACOLETTO-ROGGIO, MEMBER ANDVICE-CHAIRMAN OF THE BOARD OFDIRECTORS

For ForMgmt7.3 ELECTIONS OF THE MEMBER OF THEBOARD OF DIRECTORS: MR. GEORGEKOUKIS, MEMBER OF THE BOARD OFDIRECTORS

For ForMgmt7.4 ELECTIONS OF THE MEMBER OF THEBOARD OF DIRECTORS: MR. IANCOOKSON, MEMBER OF THE BOARD OFDIRECTORS

For ForMgmt7.5 ELECTIONS OF THE MEMBER OF THEBOARD OF DIRECTORS: MR. THIBAULT DETERSANT, MEMBER OF THE BOARD OFDIRECTORS

For ForMgmt7.6 ELECTIONS OF THE MEMBER OF THEBOARD OF DIRECTORS: MR. ERIKHANSEN, MEMBER OF THE BOARD OFDIRECTORS

For ForMgmt7.7 ELECTIONS OF THE MEMBER OF THEBOARD OF DIRECTORS: MS. YOK TAKAMY YIP, MEMBER OF THE BOARD OFDIRECTORS

For ForMgmt7.8 ELECTIONS OF THE MEMBER OF THEBOARD OF DIRECTORS: MR. PETERSPENSER, MEMBER OF THE BOARD OFDIRECTORS

For ForMgmt8.1 ELECTIONS OF THE MEMBER OF THECOMPENSATION COMMITTEE: MR.SERGIO GIACOLETTO-ROGGIO


Page 332 of 402



Recommendation

For ForMgmt8.2 ELECTIONS OF THE MEMBER OF THECOMPENSATION COMMITTEE: MR. IANCOOKSON

For ForMgmt8.3 ELECTIONS OF THE MEMBER OF THECOMPENSATION COMMITTEE: MR. ERIKHANSEN

For ForMgmt8.4 ELECTIONS OF THE MEMBER OF THECOMPENSATION COMMITTEE: MS. YOKTAK AMY YIP

For ForMgmt9 RE-ELECTION OF THE INDEPENDENTPROXY HOLDER / LAW FIRM PERREARDDE BOCCARD S.A

For ForMgmt10 RE-ELECTION OF THE AUDITORS /PRICEWATERHOUSECOOPERS S.A.,GENEVA

Non-VotingCMMT PART 2 OF THIS MEETING IS FOR VOTINGON AGENDA AND MEETING ATTENDANCEREQUESTS ONLY. PLEASE ENSURE THATYOU HAVE FIRST VOTED IN FAVOUR OFTHE REGISTRATION OF SHARES IN PART1 OF THE MEETING. IT IS A MARKETREQUIREMENT FOR MEETINGS OF THISTYPE THAT THE SHARES AREREGISTERED AND MOVED TO AREGISTERED LOCATION AT THE CSD,AND SPECIFIC POLICIES AT THEINDIVIDUAL SUB-CUSTODIANS MAY VARY.UPON RECEIPT OF THE VOTEINSTRUCTION, IT IS POSSIBLE THAT AMARKER MAY BE PLACED ON YOURSHARES TO ALLOW FORRECONCILIATION AND RE-REGISTRATIONFOLLOWING A TRADE. THEREFOREWHILST THIS DOES NOT PREVENT THETRADING OF SHARES, ANY THAT AREREGISTERED MUST BE FIRSTDEREGISTERED IF REQUIRED FORSETTLEMENT. DEREGISTRATION CAN


Page 333 of 402



Recommendation

AFFECT THE VOTING RIGHTS OF THOSESHARES. IF YOU HAVE CONCERNSREGARDING YOUR ACCOUNTS, PLEASECONTACT YOUR CLIENTREPRESENTATIVE

Non-VotingCMMT 25 APR 2019: PLEASE NOTE THAT THIS ISA REVISION DUE TO MODIFICATION OFTEXT OF RESOLUTIONS 7 TO 10. IF YOUHAVE ALREADY SENT IN YOUR VOTES,PLEASE DO NOT VOTE AGAIN UNLESSYOU DECIDE TO AMEND YOUR ORIGINALINSTRUCTIONS. THANK YOU.


Page 334 of 402

THE CHARLES SCHWAB CORPORATION

Security: 808513105

Ticker: SCHW

ISIN: US8085131055





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: John K. Adams, Jr.

For ForMgmt1b. Election of Director: Stephen A. Ellis

For ForMgmt1c. Election of Director: Arun Sarin

For ForMgmt1d. Election of Director: Charles R. Schwab

For ForMgmt1e. Election of Director: Paula A. Sneed

For ForMgmt2. Ratification of the selection of Deloitte &Touche LLP as independent auditors

For ForMgmt3. Advisory vote to approve named executiveofficer compensation

For AgainstShr4. Stockholder Proposal requesting annualdisclosure of EEO-1 data


Page 335 of 402

THE TJX COMPANIES, INC.

Security: 872540109

Ticker: TJX

ISIN: US8725401090





Recommendation

Proposal Vote



For ForMgmt1. An amendment to the Company's FourthRestated Certificate of Incorporation toincrease the number of authorized shares ofcommon stock, par value $1.00 per share,from 1,200,000,000 shares to 1,800,000,000shares.


Page 336 of 402

THE TJX COMPANIES, INC.

Security: 872540109

Ticker: TJX

ISIN: US8725401090





Recommendation

Proposal Vote



For ForMgmt1A. Election of Director: Zein Abdalla

For ForMgmt1B. Election of Director: Alan M. Bennett

For ForMgmt1C. Election of Director: Rosemary T. Berkery

For ForMgmt1D. Election of Director: David T. Ching

For ForMgmt1E. Election of Director: Ernie Herrman

For ForMgmt1F. Election of Director: Michael F. Hines

For ForMgmt1G. Election of Director: Amy B. Lane

For ForMgmt1H. Election of Director: Carol Meyrowitz

For ForMgmt1I. Election of Director: Jackwyn L. Nemerov

For ForMgmt1J. Election of Director: John F. O'Brien

For ForMgmt1K. Election of Director: Willow B. Shire


Page 337 of 402



Recommendation

For ForMgmt2. Ratification of appointment ofPricewaterhouseCoopers as TJX'sindependent registered public accounting firmfor fiscal 2020

For ForMgmt3. Advisory approval of TJX's executivecompensation (the say-on-pay vote)

Against ForShr4. Shareholder proposal for a report oncompensation disparities based on race,gender, or ethnicity

For AgainstShr5. Shareholder proposal for a report on prisonlabor

For AgainstShr6. Shareholder proposal for a report on humanrights risks


Page 338 of 402

UNIVERSAL DISPLAY CORPORATION

Security: 91347P105

Ticker: OLED

ISIN: US91347P1057





Recommendation

Proposal Vote



For ForMgmt1A Election of Director: Steven V. Abramson

For ForMgmt1B Election of Director: Richard C. Elias

For ForMgmt1C Election of Director: Elizabeth H. Gemmill

For ForMgmt1D Election of Director: C. Keith Hartley

For ForMgmt1E Election of Director: Lawrence Lacerte

For ForMgmt1F Election of Director: Sidney D. Rosenblatt

For ForMgmt1G Election of Director: Sherwin I. Seligsohn

For ForMgmt2. Advisory resolution to approve compensationof the Company's named executive officers.

For ForMgmt3. Ratification of the appointment of KPMG LLPas the Company's independent registeredpublic accounting firm for 2019.


Page 339 of 402

WIRECARD AG

Security: D22359133

Ticker:

ISIN: DE0007472060

Meeting Type: AGM




Recommendation

Proposal Vote



Non-VotingCMMT ACCORDING TO GERMAN LAW, IN CASEOF SPECIFIC CONFLICTS OF INTEREST INCONNECTION WITH SPECIFIC ITEMS OFTHE AGENDA FOR THE GENERALMEETING YOU ARE NOT ENTITLED TOEXERCISE YOUR VOTING RIGHTS.FURTHER, YOUR VOTING RIGHT MIGHTBE EXCLUDED WHEN YOUR SHARE INVOTING RIGHTS HAS REACHED CERTAINTHRESHOLDS AND YOU HAVE NOTCOMPLIED WITH ANY OF YOURMANDATORY VOTING RIGHTSNOTIFICATIONS PURSUANT TO THEGERMAN SECURITIES TRADING ACT(WPHG). FOR QUESTIONS IN THISREGARD PLEASE CONTACT YOURCLIENT SERVICE REPRESENTATIVE FORCLARIFICATION. IF YOU DO NOT HAVEANY INDICATION REGARDING SUCHCONFLICT OF INTEREST, OR ANOTHEREXCLUSION FROM VOTING, PLEASESUBMIT YOUR VOTE AS USUAL. THANKYOU

Non-VotingCMMT PLEASE NOTE THAT THE TRUE RECORDDATE FOR THIS MEETING IS 28 MAY 19,WHEREAS THE MEETING HAS BEENSETUP USING THE ACTUAL RECORDDATE - 1 BUSINESS DAY. THIS IS DONE TOENSURE THAT ALL POSITIONSREPORTED ARE IN CONCURRENCE WITHTHE GERMAN LAW. THANK YOU

Non-VotingCMMT COUNTER PROPOSALS MAY BESUBMITTED UNTIL 03.06.2019. FURTHERINFORMATION ON COUNTER PROPOSALSCAN BE FOUND DIRECTLY ON THEISSUER'S WEBSITE (PLEASE REFER TOTHE MATERIAL URL SECTION OF THEAPPLICATION). IF YOU WISH TO ACT ONTHESE ITEMS, YOU WILL NEED TO


Page 340 of 402



Recommendation

REQUEST A MEETING ATTEND AND VOTEYOUR SHARES DIRECTLY AT THECOMPANY'S MEETING. COUNTERPROPOSALS CANNOT BE REFLECTED INTHE BALLOT ON PROXYEDGE

Non-Voting1 PRESENTATION OF THE FINANCIALSTATEMENTS AND ANNUAL REPORT FORTHE 2018 FINANCIAL YEAR WITH THEREPORT OF THE SUPERVISORY BOARD,THE GROUP FINANCIAL STATEMENTSAND GROUP ANNUAL REPORT AS WELLAS THE REPORT BY THE BOARD OF MDSPURSUANT TO SECTIONS 289A(1) AND315A(1) OF THE GERMAN COMMERCIALCODE

Against AgainstMgmt2 RESOLUTION ON THE APPROPRIATIONOF THE DISTRIBUTABLE PROFIT IN THEAMOUNT OF EUR 167,833,280.20 SHALLBE APPROPRIATED AS FOLLOWS:PAYMENT OF A DIVIDEND OF EUR 0.20PER DIVIDEND- ENTITLED NO-PAR SHAREEUR 143,120,163 SHALL BE CARRIEDFORWARD. EX-DIVIDEND DATE: JUNE 19,2019 PAYABLE DATE: JUNE 21, 2019

For ForMgmt3.1 RATIFICATION OF THE ACTS OF THEBOARD OF MD: MARKUS BRAUN

For ForMgmt3.2 RATIFICATION OF THE ACTS OF THEBOARD OF MD: ALEXANDER VON KNOOP

For ForMgmt3.3 RATIFICATION OF THE ACTS OF THEBOARD OF MD: JAN MARSALEK

For ForMgmt3.4 RATIFICATION OF THE ACTS OF THEBOARD OF MD: SUSANNE STEIDL

For ForMgmt4.1 RATIFICATION OF THE ACTS OF THESUPERVISORY BOARD: WULF MATTHIAS


Page 341 of 402



Recommendation

For ForMgmt4.2 RATIFICATION OF THE ACTS OF THESUPERVISORY BOARD: ALFONSHENSELER

For ForMgmt4.3 RATIFICATION OF THE ACTS OF THESUPERVISORY BOARD: STEFAN KLESTIL

For ForMgmt4.4 RATIFICATION OF THE ACTS OF THESUPERVISORY BOARD: VUYISWAMCWABENI

For ForMgmt4.5 RATIFICATION OF THE ACTS OF THESUPERVISORY BOARD: ANASTASSIALAUTERBACH

For ForMgmt4.6 RATIFICATION OF THE ACTS OF THESUPERVISORY BOARD: SUSANNAQUINTANA-PLAZA

For ForMgmt5 APPOINTMENT OF AUDITORS THEFOLLOWING ACCOUNTANTS SHALL BEAPPOINTED AS AUDITORS AND GROUPAUDITORS FOR THE 2019 FINANCIALYEAR AND FOR THE REVIEW OF THEINTERIM HALF-YEAR FINANCIALSTATEMENTS: ERNST & YOUNG GMBH,MUNICH

For ForMgmt6 ELECTIONS TO THE SUPERVISORYBOARD THOMAS EICHELMANN

For ForMgmt7 RESOLUTION ON THE ADJUSTMENT OFTHE SUPERVISORY BOARDREMUNERATION, AND THECORRESPONDING AMENDMENTS TO THEARTICLES OF ASSOCIATION EACHMEMBER OF THE AUDIT OR RISK &COMPLIANCE COMMITTEE RECEIVES ANANNUAL REMUNERATION OF EUR 30,000,THE CHAIRMAN RECEIVES TWICE OFTHIS AMOUNT AND THE DEPUTY ONEAND A HALF TIMES OF THE AMOUNT. THE


Page 342 of 402



Recommendation

MEMBERS OF OTHER COMMITTEESSHALL RECEIVE AN ANNUALREMUNERATION OF EU 17,500, THECHAIRMAN TWICE AND THE DEPUTY ONEAND A HALF TIMES OF THIS AMOUNT

For ForMgmt8 RESOLUTION ON THE AUTHORIZATIONTO ISSUE CONVERTIBLE AND/ORWARRANT BONDS, THE CREATION OFCONTINGENT CAPITAL, AND THECORRESPONDING AMENDMENT TO THEARTICLES OF ASSOCIATION THE BOARDOF MDS SHALL BE AUTHORIZED, WITHTHE CONSENT OF THE SUPERVISORYBOARD, TO ISSUE BONDS OF UP TO EUR900,000,000 CONFERRING CONVERSIONAND/OR OPTION RIGHTS FOR SHARESOF THE COMPANY FOR A TERM OF FIVEYEARS. SHAREHOLDERS SUBSCRIPTIONRIGHTS SHALL BE EXCLUDED. THECOMPANY'S SHARE CAPITAL SHALL BEINCREASED ACCORDINGLY BY UP TOEUR 8,000,000 THROUGH THE ISSUE OFUP TO 8,000,000 NEW BEARER NO-PARSHARES, INSOFAR AS CONVERSIONAND/OR OPTION RIGHTS ARE EXERCISED(CONTINGENT CAPITAL 2019/I)


Page 343 of 402

ALIBABA GROUP HOLDING LIMITED

Security: 01609W102

Ticker: BABA

ISIN: US01609W1027





Recommendation

Proposal Vote


Chautauqua International Growth Fund

Against AgainstMgmt1a. Election of Director to serve for a three yearterm: JOSEPH C. TSAI

Against AgainstMgmt1b. Election of Director to serve for a three yearterm: J. MICHAEL EVANS

Against AgainstMgmt1c. Election of Director to serve for a three yearterm: ERIC XIANDONG JING

For ForMgmt1d. Election of Director to serve for a three yearterm: BORJE E. EKHOLM

For ForMgmt2. Ratify the appointment ofPricewaterhouseCoopers as the independentregistered public accounting firm of theCompany.


Page 344 of 402

ALLERGAN PLC

Security: G0177J108

Ticker: AGN

ISIN: IE00BY9D5467





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Nesli Basgoz, M.D.

For ForMgmt1b. Election of Director: Joseph H. Boccuzi

For ForMgmt1c. Election of Director: Christopher W. Bodine

For ForMgmt1d. Election of Director: Adriane M. Brown

For ForMgmt1e. Election of Director: Christopher J. Coughlin

For ForMgmt1f. Election of Director: Carol Anthony (John)Davidson

For ForMgmt1g. Election of Director: Thomas C. Freyman

For ForMgmt1h. Election of Director: Michael E. Greenberg,PhD

For ForMgmt1i. Election of Director: Robert J. Hugin

For ForMgmt1j. Election of Director: Peter J. McDonnell, M.D.


Page 345 of 402



Recommendation

For ForMgmt1k. Election of Director: Brenton L. Saunders

For ForMgmt2. To approve, in a non-binding vote, NamedExecutive Officer compensation.

For ForMgmt3. To ratify, in a non-binding vote, theappointment of PricewaterhouseCoopers LLPas the Company's independent auditor for thefiscal year ending December 31, 2019 and toauthorize, in a binding vote, the Board ofDirectors, acting through its Audit andCompliance Committee, to determinePricewaterhouseCoopers LLP's remuneration.

For ForMgmt4. To renew the authority of the directors of theCompany (the "Directors") to issue shares.

For ForMgmt5a. To renew the authority of the Directors toissue shares for cash without first offeringshares to existing shareholders.

For ForMgmt5b. To authorize the Directors to allot new sharesup to an additional 5% for cash in connectionwith an acquisition or other capitalinvestment.

Against ForShr6. To consider a shareholder proposal requiringan independent Board Chairman (immediatechange), if properly presented at the meeting.


Page 346 of 402

AMOREPACIFIC CORP.

Security: Y01258105

Ticker:

ISIN: KR7090430000

Meeting Type: AGM




Recommendation

Proposal Vote



For ForMgmt1 APPROVAL OF FINANCIAL STATEMENTS

For ForMgmt2 AMENDMENT OF ARTICLES OFINCORPORATION

For ForMgmt3.1 ELECTION OF OUTSIDE DIRECTOR: EOMYEONG HO

For ForMgmt3.2 ELECTION OF OUTSIDE DIRECTOR: GIMGYEONG JA

For ForMgmt3.3 ELECTION OF OUTSIDE DIRECTOR: I HWISEONG

For ForMgmt3.4 ELECTION OF INSIDE DIRECTOR: LEESANGMOK

For ForMgmt4.1 ELECTION OF AUDIT COMMITTEEMEMBER: EOM YEONG HO

For ForMgmt4.2 ELECTION OF AUDIT COMMITTEEMEMBER: I HWI SEONG

Against AgainstMgmt5 APPROVAL OF REMUNERATION FORDIRECTOR

Note: The Registrant timely sent voting instructions for the matters to be considered at the meeting to its service provider but the votes were not cast at the meeting due to third party error.


Page 347 of 402

AMS AG

Security: A0400Q115

Ticker:

ISIN: AT0000A18XM4

Meeting Type: AGM




Recommendation

Proposal Vote



Non-VotingCMMT PLEASE NOTE THAT THIS IS ANAMENDMENT TO MEETING ID 156574 DUETO SPLITTING OF RESOLUTION 7. ALLVOTES RECEIVED ON THE PREVIOUSMEETING WILL BE DISREGARDED IFVOTE DEADLINE EXTENSIONS AREGRANTED. THEREFORE PLEASEREINSTRUCT ON THIS MEETING NOTICEON THE NEW JOB. IF HOWEVER VOTEDEADLINE EXTENSIONS ARE NOTGRANTED IN THE MARKET, THIS MEETINGWILL BE CLOSED AND YOUR VOTEINTENTIONS ON THE ORIGINAL MEETINGWILL BE APPLICABLE. PLEASE ENSUREVOTING IS SUBMITTED PRIOR TOCUTOFF ON THE ORIGINAL MEETING,AND AS SOON AS POSSIBLE ON THISNEW AMENDED MEETING. THANK YOU

Non-Voting1 PRESENTATION OF THE ANNUALACCOUNTS, INCLUDING THE REPORT OFTHE MANAGEMENT BOARD AND THECORPORATE GOVERNANCE REPORT,THE GROUP ACCOUNTS TOGETHER WITHTHE GROUP ANNUAL REPORT, THEPROPOSAL FOR THE APPROPRIATION OFPROFITS AND THE REPORT OF THESUPERVISORY BOARD FOR THEBUSINESS YEAR 2018

For ForMgmt2 ADOPTION OF A RESOLUTION ON THEDISTRIBUTION OF THE BALANCE SHEETPROFIT OF THE YEAR

For ForMgmt3 ADOPTION OF A RESOLUTION ON THEDISCHARGE OF THE MEMBERS OF THEMANAGEMENT BOARD FOR THEBUSINESS YEAR 2018


Page 348 of 402



Recommendation

For ForMgmt4 ADOPTION OF A RESOLUTION ON THEDISCHARGE OF THE MEMBERS OF THESUPERVISORY BOARD FOR THEBUSINESS YEAR 2018

For ForMgmt5 ADOPTION OF A RESOLUTION ON THEREMUNERATION OF THE MEMBERS OFTHE SUPERVISORY BOARD

For ForMgmt6 RESOLUTION ON THE ELECTION OF THEAUDITOR AND GROUP AUDITOR FOR THEBUSINESS YEAR 2019: "KPMG AUSTRIAGMBH WIRTSCHAFTSPRUFUNGS- UNDSTEUERBERATUNGSGESELLSCHAFT",VIENNA, SHALL BE ELECTED AUDITORFOR THE BUSINESS YEAR 2019

For ForMgmt7.1 ELECTION OF MEMBER OF THESUPERVISORY BOARD: MR. KIN WAH LOH

For ForMgmt7.2 ELECTION OF MEMBER OF THESUPERVISORY BOARD: MR. BRIAN M.KRZANICH

For ForMgmt8 ADOPTION OF RESOLUTIONS ON THEAUTHORIZATION OF THE MANAGEMENTBOARD: A) TO ACQUIRE OWN STOCK INACCORDANCE WITH ARTICLE 65 PAR. 1SUB-PAR. 4 AND 8, SECTION 1A ANDSECTION 1B AUSTRIAN STOCKCORPORATION ACT (AKTG) EITHERTHROUGH THE STOCK EXCHANGE OROUTSIDE OF THE STOCK EXCHANGE TOAN EXTENT OF UP TO 10% OF THESHARE CAPITAL, ALSO WITH EXCLUSIONOF THE PROPORTIONAL RIGHT OFDISPOSAL WHICH MIGHT BE ASSOCIATEDWITH SUCH AN ACQUISITION (REVERSALOF EXCLUSION OF SUBSCRIPTIONRIGHTS), B) TO DECIDE PURSUANT TOARTICLE 65 PAR. 1B AUSTRIAN STOCKCORPORATION ACT (AKTG) FOR THESALE RESPECTIVELY USE OF OWNSTOCK ON ANY OTHER MODE OFDISPOSAL FOR THE SALE OF OWNSTOCK THAN VIA THE STOCK EXCHANGE


Page 349 of 402



Recommendation

OR THROUGH A PUBLIC OFFERINGUNDER CORRESPONDING APPLICATIONOF THE PROVISIONS OF THE EXCLUSIONOF SUBSCRIPTION RIGHTS OF THESTOCKHOLDERS, C) TO REDUCE THESHARE CAPITAL BY CALLING IN THESEOWN STOCK WITHOUT THE NEED OF ANYFURTHER RESOLUTION TO BE ADOPTEDBY THE GENERAL MEETING

Non-Voting9 REPORT CONCERNING THE VOLUME,THE PURCHASE AND SALE OF OWNSTOCK PURSUANT TO SECTION 65 PARA3 AKTG

Non-VotingCMMT PLEASE NOTE THAT THE MEETING HASBEEN SET UP USING THE RECORD DATE24 MAY 2019, SINCE AT THIS TIME WE AREUNABLE TO SYSTEMATICALLY UPDATETHE ACTUAL RECORD DATE. THE TRUERECORD DATE FOR THIS MEETING IS 26MAY 2019. THANK YOU


Page 350 of 402

ASML HOLDINGS N.V.

Security: N07059210

Ticker: ASML

ISIN: USN070592100





Recommendation

Proposal Vote



For ForMgmt3b Proposal to adopt the financial statements ofthe Company for the financial year 2018, asprepared in accordance with Dutch law

For ForMgmt3d Proposal to adopt a dividend of EUR 2.10 perordinary share

For ForMgmt4a Proposal to discharge the members of theBoard of Management from liability for theirresponsibilities in the financial year 2018

For ForMgmt4b Proposal to discharge the members of theSupervisory Board from liability for theirresponsibilities in the financial year 2018

For ForMgmt5 Proposal to adopt some adjustments to theRemuneration Policy for the Board ofManagement

For ForMgmt6 Proposal to approve the number of shares forthe Board of Management

For ForMgmt8a Proposal to reappoint Mr. G.J. Kleisterlee asmember of the Supervisory Board

For ForMgmt8b Proposal to reappoint Ms. A.P. Aris asmember of the Supervisory Board

For ForMgmt8c Proposal to reappoint Mr. R.D. Schwalb asmember of the Supervisory Board


Page 351 of 402



Recommendation

For ForMgmt8d Proposal to reappoint Mr. W.H. Ziebart asmember of the Supervisory Board

For ForMgmt9 Proposal to adjust the remuneration of theSupervisory Board

For ForMgmt10 Proposal to appoint KPMG Accountants N.V.as external auditor for the reporting year 2020

For ForMgmt11a Authorization to Board of Management issueordinary shares or grant rights to subscribefor ordinary shares up to 5% for generalpurposes

For ForMgmt11b Authorization of the Board of Management torestrict or exclude pre-emption rights inconnection with agenda item 11 a)

For ForMgmt11c Authorization to Board of Management issueordinary shares or grant rights to subscribefor ordinary shares up to 5% in connectionwith or on the occasion of mergers,acquisitions and/or (strategic) alliances.

For ForMgmt11d Authorization of the Board of Management torestrict or exclude pre-emption rights inconnection with agenda item 11 c)

For ForMgmt12a Authorization to Board of Management torepurchase ordinary shares up to 10% of theissued share capital

For ForMgmt12b Authorization to Board of Management torepurchase additional ordinary shares up to10% of the issued share capital

For ForMgmt13 Proposal to cancel ordinary shares


Page 352 of 402

BYD COMPANY LTD

Security: Y1023R104

Ticker:

ISIN: CNE100000296

Meeting Type: EGM




Recommendation

Proposal Vote



Non-VotingCMMT PLEASE NOTE THAT THE COMPANYNOTICE AND PROXY FORM AREAVAILABLE BY CLICKING ON THE URLLINKS:HTTP://WWW.HKEXNEWS.HK/LISTEDCO/LISTCONEWS/SEHK/2018/0910/LTN20180910956.PDF ANDHTTP://WWW.HKEXNEWS.HK/LISTEDCO/LISTCONEWS/SEHK/2018/0910/LTN20180910946.PDF

For ForMgmt1 TO CONSIDER AND APPROVE PROVISIONOF GUARANTEES BY THE COMPANY INRESPECT OF LOANS GRANTED TO BYDAUTO FINANCE COMPANY LIMITED


Page 353 of 402

BYD COMPANY LTD

Security: Y1023R104

Ticker:

ISIN: CNE100000296

Meeting Type: AGM




Recommendation

Proposal Vote





For ForMgmt2 TO CONSIDER AND APPROVE THEREPORT OF THE SUPERVISORYCOMMITTEE OF THE COMPANY FOR THEYEAR ENDED 31 DECEMBER 2018

For ForMgmt3 TO CONSIDER AND APPROVE THEAUDITED FINANCIAL STATEMENTS OFTHE COMPANY FOR THE YEAR ENDED 31DECEMBER 2018

For ForMgmt4 TO CONSIDER AND APPROVE THEANNUAL REPORTS OF THE COMPANYFOR THE YEAR ENDED 31 DECEMBER2018 AND THE SUMMARY THEREOF

For ForMgmt5 TO CONSIDER AND APPROVE THEPROFIT DISTRIBUTION PLAN OF THECOMPANY FOR THE YEAR ENDED 31DECEMBER 2018


Page 354 of 402



Recommendation

For ForMgmt6 TO APPOINT PRC AUDITOR, PRCINTERNAL CONTROL AUDIT INSTITUTIONAND AUDITOR OUTSIDE THE PRC FORTHE FINANCIAL YEAR OF 2019 AND TOHOLD OFFICE UNTIL THE CONCLUSIONOF THE NEXT ANNUAL GENERALMEETING OF THE COMPANY, AND TOAUTHORISE THE BOARD TO DETERMINETHEIR REMUNERATION

Against AgainstMgmt7 TO CONSIDER AND APPROVE THEPROVISION OF GUARANTEE BY THEGROUP

For ForMgmt8 TO CONSIDER AND APPROVE THEPROVISION OF REPURCHASE ORGUARANTEE BY THE COMPANY ANDSUBSIDIARIES CONTROLLED BY THECOMPANY FOR EXTERNAL PARTIES INRESPECT OF SALES OF PRODUCTS

For ForMgmt9 TO CONSIDER AND APPROVE THEESTIMATED CAP OF ORDINARYCONNECTED TRANSACTIONS OF THEGROUP FOR THE YEAR 2019

Against AgainstMgmt10 TO CONSIDER AND APPROVE: (A) THEGRANT TO THE BOARD A GENERALMANDATE TO ALLOT, ISSUE AND DEALWITH ADDITIONAL H SHARES IN THECAPITAL OF THE COMPANY SUBJECT TOTHE FOLLOWING CONDITIONS: (I) THATTHE AGGREGATE NOMINAL AMOUNT OFH SHARES OF THE COMPANY ALLOTTED,ISSUED AND DEALT WITH OR AGREEDCONDITIONALLY OR UNCONDITIONALLYTO BE ALLOTTED, ISSUED OR DEALTWITH BY THE BOARD PURSUANT TO THEGENERAL MANDATE SHALL NOT EXCEED20 PER CENT OF THE AGGREGATENOMINAL AMOUNT OF H SHARES OF THECOMPANY IN ISSUE; (II) THAT THEEXERCISE OF THE GENERAL MANDATESHALL BE SUBJECT TO ALLGOVERNMENTAL AND/OR REGULATORYAPPROVAL(S), IF ANY, AND APPLICABLELAWS (INCLUDING BUT WITHOUTLIMITATION, THE COMPANY LAW OF THE


Page 355 of 402



Recommendation

PRC AND THE RULES GOVERNING THELISTING OF SECURITIES ON THE STOCKEXCHANGE OF HONG KONG LIMITED(THE "LISTING RULES")); (III) THAT THEGENERAL MANDATE SHALL REMAINVALID UNTIL THE EARLIEST OF (X) THECONCLUSION OF THE NEXT ANNUALGENERAL MEETING OF THE COMPANY;OR (Y) THE EXPIRATION OF A 12-MONTHPERIOD FOLLOWING THE PASSING OFTHIS RESOLUTION; OR (Z) THE DATE ONWHICH THE AUTHORITY SET OUT IN THISRESOLUTION IS REVOKED OR VARIED BYA SPECIAL RESOLUTION OF THESHAREHOLDERS OF THE COMPANY IN AGENERAL MEETING; AND (B) THEAUTHORISATION TO THE BOARD TOAPPROVE, EXECUTE AND DO ORPROCURE TO BE EXECUTED AND DONE,ALL SUCH DOCUMENTS, DEEDS ANDTHINGS AS IT MAY CONSIDERNECESSARY OR EXPEDIENT INCONNECTION WITH THE ALLOTMENT ANDISSUE OF ANY NEW SHARES PURSUANTTO THE EXERCISE OF THE GENERALMANDATE REFERRED TO IN PARAGRAPH(A) OF THIS RESOLUTION

Against AgainstMgmt11 TO CONSIDER AND APPROVE A GENERALAND UNCONDITIONAL MANDATE TO THEDIRECTORS OF BYD ELECTRONIC(INTERNATIONAL) COMPANY LIMITED("BYD ELECTRONIC") TO ALLOT, ISSUEAND DEAL WITH NEW SHARES OF BYDELECTRONIC NOT EXCEEDING 20 PERCENT OF THE NUMBER OF THE ISSUEDSHARES OF BYD ELECTRONIC

For ForMgmt12 TO CONSIDER AND APPROVE THE USEOF INTERNAL SHORT-TERMINTERMITTENT FUNDS OF THE COMPANYAND ITS SUBSIDIARIES FOR ENTRUSTEDWEALTH MANAGEMENT AND TOAUTHORISE THE MANAGEMENT OF THECOMPANY TO HANDLE ALL MATTERS INRELATION THERETO


Page 356 of 402



Recommendation

For ForMgmt13 TO CONSIDER AND APPROVE PROVISIONOF PHASED GUARANTEE FORMORTGAGE-BACKED CAR BUYERS TOBYD AUTO FINANCE COMPANY LIMITED(AS SPECIFIED) BY THE STORE DIRECTLYRUN BY THE COMPANY'S HOLDINGSUBSIDIARY

Against AgainstMgmt14 TO CONSIDER AND APPROVE THEAUTHORISATION TO THE BOARD OFDETERMINE THE PROPOSED PLAN FORTHE ISSUANCE OF DEBT FINANCINGINSTRUMENT(S)

For ForMgmt15 TO CONSIDER AND APPROVE THE USEOF INTERNAL FUNDS OF THE COMPANYAND ITS SUBSIDIARIES FOR RISK-RELATED INVESTMENTS AND TOAUTHORISE THE MANAGEMENT OF THECOMPANY TO HANDLE ALL MATTERS INRELATION THERETO


Page 357 of 402

CORE LABORATORIES N.V.

Security: N22717107

Ticker: CLB

ISIN: NL0000200384





Recommendation

Proposal Vote



For ForMgmt1a. Re-election of Class II Director: Martha Z.Carnes

For ForMgmt1b. Re-election of Class II Director: MichaelStraughen

For ForMgmt1c. Election of Class II Director: Gregory B.Barnett

For ForMgmt2. To appoint KPMG, including its U.S. andDutch affiliates, (collectively, "KPMG") asCore Laboratories N.V.'s (the "Company")independent registered public accountants forthe year ending December 31, 2019.

For ForMgmt3. To confirm and adopt our Dutch StatutoryAnnual Accounts in the English language forthe fiscal year ended December 31, 2018,following a discussion of our Dutch Report ofthe Management Board for that same period.

For ForMgmt4. To approve and resolve the cancellation ofour repurchased shares held at 12:01 a.m.CEST on May 23, 2019.

For ForMgmt5. To approve and resolve the extension of theexisting authority to repurchase up to 10% ofour issued share capital from time to time foran 18-month period, until November 23, 2020,and such repurchased shares may be usedfor any legal purpose.


Page 358 of 402



Recommendation

For ForMgmt6. To approve and resolve the extension of theauthority to issue shares and/or to grant rights(including options to purchase) with respect toour common and preference shares up to amaximum of 10% of outstanding shares perannum until November 23, 2020.

For ForMgmt7. To approve and resolve the extension of theauthority to limit or exclude the preemptiverights of the holders of our common sharesand/or preference shares up to a maximum of10% of outstanding shares per annum untilNovember 23, 2020.

For ForMgmt8. To approve, on an advisory basis, thecompensation philosophy, policies andprocedures described in the section entitledCompensation Disclosure and Analysis("CD&A"), and the compensation of CoreLaboratories N.V.'s named executive officersas disclosed pursuant to the United StatesSecurities and Exchange Commission'scompensation disclosure rules, including thecompensation tables.


Page 359 of 402

DBS GROUP HOLDINGS LTD

Security: Y20246107

Ticker:

ISIN: SG1L01001701

Meeting Type: AGM




Recommendation

Proposal Vote



For ForMgmt1 TO RECEIVE AND ADOPT THEDIRECTORS' STATEMENT AND AUDITEDFINANCIAL STATEMENTS FOR THE YEARENDED 31 DECEMBER 2018 AND THEAUDITOR'S REPORT THEREON

For ForMgmt2 TO DECLARE A ONE-TIER TAX EXEMPTFINAL DIVIDEND OF 60 CENTS PERORDINARY SHARE FOR THE YEAR ENDED31 DECEMBER 2018. [2017: FINALDIVIDEND OF 60 CENTS PER ORDINARYSHARE, ONE-TIER TAX EXEMPT ANDSPECIAL DIVIDEND OF 50 CENTS PERORDINARY SHARE, ONE-TIER TAXEXEMPT]

For ForMgmt3 TO APPROVE THE AMOUNT OF SGD4,580,005 PROPOSED AS DIRECTORS'REMUNERATION FOR THE YEAR ENDED31 DECEMBER 2018. [2017: SGD 3,637,702]

For ForMgmt4 TO RE-APPOINT MESSRSPRICEWATERHOUSECOOPERS LLP ASAUDITOR OF THE COMPANY AND TOAUTHORISE THE DIRECTORS TO FIX ITSREMUNERATION

For ForMgmt5 TO RE-ELECT THE FOLLOWINGDIRECTOR, WHO IS RETIRING UNDERARTICLE 99 OF THE COMPANY'SCONSTITUTION AND WHO, BEINGELIGIBLE, OFFER HERSELF FOR RE-ELECTION: MS EULEEN GOH YIU KIANG


Page 360 of 402



Recommendation

Against AgainstMgmt6 TO RE-ELECT THE FOLLOWINGDIRECTOR, WHO IS RETIRING UNDERARTICLE 99 OF THE COMPANY'SCONSTITUTION AND WHO, BEINGELIGIBLE, OFFER HIMSELF FOR RE-ELECTION: MR DANNY TEOH LEONG KAY

For ForMgmt7 TO RE-ELECT THE FOLLOWINGDIRECTOR, WHO IS RETIRING UNDERARTICLE 99 OF THE COMPANY'SCONSTITUTION AND WHO, BEINGELIGIBLE, OFFER HIMSELF FOR RE-ELECTION: MR NIHAL VIJAYA DEVADASKAVIRATNE CBE

For ForMgmt8 TO RE-ELECT THE FOLLOWINGDIRECTOR, WHO IS RETIRING UNDERARTICLE 105 OF THE COMPANY'SCONSTITUTION AND WHO, BEINGELIGIBLE, OFFER HIMSELF FOR RE-ELECTION: DR BONGHAN CHO

For ForMgmt9 TO RE-ELECT THE FOLLOWINGDIRECTOR, WHO IS RETIRING UNDERARTICLE 105 OF THE COMPANY'SCONSTITUTION AND WHO, BEINGELIGIBLE, OFFER HIMSELF FOR RE-ELECTION: MR THAM SAI CHOY

For ForMgmt10 SHARE ISSUE MANDATE

For ForMgmt11 DBSH SCRIP DIVIDEND SCHEME

For ForMgmt12 RENEWAL OF THE SHARE PURCHASEMANDATE

For ForMgmt13 EXTENSION OF, AND ALTERATIONS TO,THE DBSH SHARE PLAN


Page 361 of 402



Recommendation

For ForMgmt14 ADOPTION OF THE CALIFORNIA SUB-PLAN TO THE DBSH SHARE PLAN


Page 362 of 402

FANUC CORPORATION

Security: J13440102

Ticker:

ISIN: JP3802400006

Meeting Type: AGM




Recommendation

Proposal Vote




For ForMgmt1 Approve Appropriation of Surplus

For ForMgmt2.1 Appoint a Director Inaba, Yoshiharu

For ForMgmt2.2 Appoint a Director Yamaguchi, Kenji

For ForMgmt2.3 Appoint a Director Uchida, Hiroyuki

For ForMgmt2.4 Appoint a Director Gonda, Yoshihiro

For ForMgmt2.5 Appoint a Director Saito, Yutaka

For ForMgmt2.6 Appoint a Director Inaba, Kiyonori

For ForMgmt2.7 Appoint a Director Noda, Hiroshi

For ForMgmt2.8 Appoint a Director Richard E. Schneider

For ForMgmt2.9 Appoint a Director Tsukuda, Kazuo


Page 363 of 402



Recommendation

For ForMgmt2.10 Appoint a Director Imai, Yasuo

For ForMgmt2.11 Appoint a Director Ono, Masato

For ForMgmt3.1 Appoint a Corporate Auditor Kohari, Katsuo

For ForMgmt3.2 Appoint a Corporate Auditor Mitsumura,Katsuya

For ForMgmt3.3 Appoint a Corporate Auditor Yokoi, Hidetoshi


Page 364 of 402

GENMAB A/S

Security: K3967W102

Ticker:

ISIN: DK0010272202

Meeting Type: AGM




Recommendation

Proposal Vote



Non-VotingCMMT IN THE MAJORITY OF MEETINGS THEVOTES ARE CAST WITH THE REGISTRARWHO WILL FOLLOW CLIENTINSTRUCTIONS. IN A SMALLPERCENTAGE OF MEETINGS THERE ISNO REGISTRAR AND CLIENTS VOTESMAY BE CAST BY THE CHAIRMAN OF THEBOARD OR A BOARD MEMBER AS PROXY.CLIENTS CAN ONLY EXPECT THEM TOACCEPT PRO-MANAGEMENT VOTES. THEONLY WAY TO GUARANTEE THAT ABSTAINAND/OR AGAINST VOTES AREREPRESENTED AT THE MEETING IS TOSEND YOUR OWN REPRESENTATIVE ORATTEND THE MEETING IN PERSON. THESUB CUSTODIAN BANKS OFFERREPRESENTATION SERVICES FOR ANADDED FEE IF REQUESTED. THANK YOU

Non-VotingCMMT PLEASE BE ADVISED THAT SPLIT ANDPARTIAL VOTING IS NOT AUTHORISEDFOR A BENEFICIAL OWNER IN THEDANISH MARKET. PLEASE CONTACTYOUR GLOBAL CUSTODIAN FORFURTHER INFORMATION.

Non-VotingCMMT IMPORTANT MARKET PROCESSINGREQUIREMENT: A BENEFICIAL OWNERSIGNED POWER OF ATTORNEY (POA) ISREQUIRED IN ORDER TO LODGE ANDEXECUTE YOUR VOTING INSTRUCTIONSIN THIS MARKET. ABSENCE OF A POA,MAY CAUSE YOUR INSTRUCTIONS TO BEREJECTED. IF YOU HAVE ANYQUESTIONS, PLEASE CONTACT YOURCLIENT SERVICE REPRESENTATIVE


Page 365 of 402



Recommendation

Non-VotingCMMT PLEASE NOTE THAT SHAREHOLDERSARE ALLOWED TO VOTE 'IN FAVOR' OR'ABSTAIN' ONLY FOR RESOLUTIONNUMBERS 4.A TO 4.F AND 5. THANK YOU

Non-Voting1 REPORT BY THE BOARD OF DIRECTORSON THE COMPANY'S ACTIVITIES DURINGTHE YEAR

For ForMgmt2 ADOPTION OF THE AUDITED ANNUALREPORT AND DISCHARGE OF THEBOARD OF DIRECTORS AND THEEXECUTIVE MANAGEMENT

For ForMgmt3 DECISION AS TO THE DISTRIBUTION OFPROFIT ACCORDING TO THE ADOPTEDANNUAL REPORT

For ForMgmt4.A RE-ELECTION OF MATS PETTERSSON ASA BOARD OF DIRECTOR

For ForMgmt4.B RE-ELECTION OF DEIRDRE P. CONNELLYAS A BOARD OF DIRECTOR

For ForMgmt4.C RE-ELECTION OF PERNILLE ERENBJERGAS A BOARD OF DIRECTOR

For ForMgmt4.D RE-ELECTION OF ROLF HOFFMANN AS ABOARD OF DIRECTOR

For ForMgmt4.E RE-ELECTION OF DR. PAOLO PAOLETTIAS A BOARD OF DIRECTOR

For ForMgmt4.F RE-ELECTION OF DR. ANDERS GERSELPEDERSEN AS A BOARD OF DIRECTOR


Page 366 of 402



Recommendation

For ForMgmt5 RE-ELECTION OFPRICEWATERHOUSECOOPERSSTATSAUTORISERETREVISIONSPARTNERSELSKAB AS AAUDITOR

Against AgainstMgmt6.A PROPOSALS FROM THE BOARD OFDIRECTORS: AMENDMENT OF THEREMUNERATION PRINCIPLES FOR THEBOARD OF DIRECTORS AND THEEXECUTIVE MANAGEMENT

Against AgainstMgmt6.B PROPOSALS FROM THE BOARD OFDIRECTORS: APPROVAL OF THE BOARDOF DIRECTORS' REMUNERATION FOR2019

For ForMgmt6.C PROPOSALS FROM THE BOARD OFDIRECTORS: AMENDMENT OF ARTICLE 5(AUTHORIZATION TO ISSUE WARRANTS)

For ForMgmt6.D PROPOSALS FROM THE BOARD OFDIRECTORS: AUTHORIZATION OF THEBOARD OF DIRECTORS TO ACQUIRETREASURY SHARES

For ForMgmt7 AUTHORIZATION OF THE CHAIRMAN OFTHE GENERAL MEETING TO REGISTERRESOLUTIONS PASSED BY THE GENERALMEETING

Non-Voting8 MISCELLANEOUS


Page 367 of 402

JULIUS BAER GRUPPE AG

Security: H4414N103

Ticker:

ISIN: CH0102484968

Meeting Type: AGM




Recommendation

Proposal Vote



For ForMgmt1.1 FINANCIAL STATEMENTS ANDCONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR 2018

For ForMgmt1.2 CONSULTATIVE VOTE ON THEREMUNERATION REPORT 2018

For ForMgmt2 APPROPRIATION OF DISPOSABLEPROFIT; DISSOLUTION ANDDISTRIBUTION OF "STATUTORY CAPITALRESERVE(AS SPECIFIED): CHF 1.50 PERSHARE

For ForMgmt3 DISCHARGE OF THE MEMBERS OF THEBOARD OF DIRECTORS AND OF THEEXECUTIVE BOARD

For ForMgmt4.1 COMPENSATION OF THE BOARD OFDIRECTORS

For ForMgmt4.2.1 COMPENSATION OF THE EXECUTIVEBOARD: AGGREGATE AMOUNT OFVARIABLE CASH-BASED COMPENSATIONELEMENTS FOR THE COMPLETEDFINANCIAL YEAR 2018

For ForMgmt4.2.2 COMPENSATION OF THE EXECUTIVEBOARD: AGGREGATE AMOUNT OFVARIABLE SHARE-BASEDCOMPENSATION ELEMENTS THAT AREALLOCATED IN THE CURRENT FINANCIALYEAR 2019


Page 368 of 402



Recommendation

For ForMgmt4.2.3 COMPENSATION OF THE EXECUTIVEBOARD: MAXIMUM AGGREGATE AMOUNTOF FIXED COMPENSATION FOR THENEXT FINANCIAL YEAR 2020

For ForMgmt5.1.1 RE-ELECTIONS TO THE BOARD OFDIRECTOR: MR. GILBERT ACHERMANN

For ForMgmt5.1.2 RE-ELECTIONS TO THE BOARD OFDIRECTOR: MR. HEINRICH BAUMANN

For ForMgmt5.1.3 RE-ELECTIONS TO THE BOARD OFDIRECTOR: MR. RICHARD CAMPBELL-BREEDEN

For ForMgmt5.1.4 RE-ELECTIONS TO THE BOARD OFDIRECTOR: MR. PAUL MAN YIU CHOW

For ForMgmt5.1.5 RE-ELECTIONS TO THE BOARD OFDIRECTOR: MR. IVO FURRER

For ForMgmt5.1.6 RE-ELECTIONS TO THE BOARD OFDIRECTOR: MRS. CLAIRE GIRAUT

For ForMgmt5.1.7 RE-ELECTIONS TO THE BOARD OFDIRECTOR: MR. CHARLES G.T.STONEHILL

For ForMgmt5.2.1 NEW ELECTIONS TO THE BOARD OFDIRECTOR: MR. ROMEO LACHER

For ForMgmt5.2.2 NEW ELECTIONS TO THE BOARD OFDIRECTOR: MRS. EUNICE ZEHNDER-LAI

For ForMgmt5.2.3 NEW ELECTIONS TO THE BOARD OFDIRECTOR: MS. OLGA ZOUTENDIJK


Page 369 of 402



Recommendation

For ForMgmt5.3 ELECTION OF THE CHAIRMAN OF THEBOARD OF DIRECTORS: THE BOARD OFDIRECTORS PROPOSES THAT MR.ROMEO LACHER BE ELECTED ASCHAIRMAN OF THE BOARD OFDIRECTORS FOR A ONE-YEAR TERM. MR.ROMEO LACHER IS PROPOSED TO BEELECTED TO THE BOARD OF DIRECTORSAT THE ANNUAL GENERAL MEETING ON10 APRIL 2019 (SEE AGENDA ITEM 5.2)

For ForMgmt5.4.1 ELECTIONS TO THE COMPENSATIONCOMMITTEE: MR. GILBERT ACHERMANN

For ForMgmt5.4.2 ELECTIONS TO THE COMPENSATIONCOMMITTEE: MR. HEINRICH BAUMANN

For ForMgmt5.4.3 ELECTIONS TO THE COMPENSATIONCOMMITTEE: MR. RICHARD CAMPBELL-BREEDEN

For ForMgmt5.4.4 ELECTIONS TO THE COMPENSATIONCOMMITTEE: MRS. EUNICE ZEHNDER-LAI

For ForMgmt6 ELECTION OF THE STATUTORY AUDITOR:THE BOARD OF DIRECTORS PROPOSESTHAT KPMG AG, ZURICH, BE ELECTED ASSTATUTORY AUDITORS FOR ANOTHERONE-YEAR TERM

For ForMgmt7 ELECTION OF THE INDEPENDENTREPRESENTATIVE: THE BOARD OFDIRECTORS PROPOSES THAT MR. MARCNATER, WENGER PLATTNER ATTORNEYSAT LAW, SEESTRASSE 39, POSTFACH,8700 KUSNACHT, SWITZERLAND, BEELECTED AS INDEPENDENTREPRESENTATIVE FOR A TERM UNTILTHE END OF THE NEXT ANNUALGENERAL MEETING IN 2020


Page 370 of 402



Recommendation

Non-VotingCMMT PART 2 OF THIS MEETING IS FOR VOTINGON AGENDA AND MEETING ATTENDANCEREQUESTS ONLY. PLEASE ENSURE THATYOU HAVE FIRST VOTED IN FAVOUR OFTHE REGISTRATION OF SHARES IN PART1 OF THE MEETING. IT IS A MARKETREQUIREMENT FOR MEETINGS OF THISTYPE THAT THE SHARES AREREGISTERED AND MOVED TO AREGISTERED LOCATION AT THE CSD,AND SPECIFIC POLICIES AT THEINDIVIDUAL SUB-CUSTODIANS MAY VARY.UPON RECEIPT OF THE VOTEINSTRUCTION, IT IS POSSIBLE THAT AMARKER MAY BE PLACED ON YOURSHARES TO ALLOW FORRECONCILIATION AND RE-REGISTRATIONFOLLOWING A TRADE. THEREFOREWHILST THIS DOES NOT PREVENT THETRADING OF SHARES, ANY THAT AREREGISTERED MUST BE FIRSTDEREGISTERED IF REQUIRED FORSETTLEMENT. DEREGISTRATION CANAFFECT THE VOTING RIGHTS OF THOSESHARES. IF YOU HAVE CONCERNSREGARDING YOUR ACCOUNTS, PLEASECONTACT YOUR CLIENTREPRESENTATIVE

Non-VotingCMMT 01 APR 2019: PLEASE NOTE THAT THIS ISA REVISION DUE TO CHANGE IN RECORDDATE FROM 03 APR 2019 TO 02 APR 2019AND FURTHER REVISION DUE TORECEIPT OF DIVIDEND AMOUNT. IF YOUHAVE ALREADY SENT IN YOUR VOTES,PLEASE DO NOT VOTE AGAIN UNLESSYOU DECIDE TO AMEND YOUR ORIGINALINSTRUCTIONS. THANK YOU.


Page 371 of 402

KEYENCE CORPORATION

Security: J32491102

Ticker:

ISIN: JP3236200006

Meeting Type: AGM




Recommendation

Proposal Vote



Against AgainstMgmt1 Approve Appropriation of Surplus

For ForMgmt2.1 Appoint a Director Takizaki, Takemitsu

For ForMgmt2.2 Appoint a Director Yamamoto, Akinori

For ForMgmt2.3 Appoint a Director Kimura, Keiichi

For ForMgmt2.4 Appoint a Director Yamaguchi, Akiji

For ForMgmt2.5 Appoint a Director Miki, Masayuki

For ForMgmt2.6 Appoint a Director Nakata, Yu

For ForMgmt2.7 Appoint a Director Kanzawa, Akira

For ForMgmt2.8 Appoint a Director Tanabe, Yoichi

For ForMgmt2.9 Appoint a Director Taniguchi, Seiichi

Against AgainstMgmt3 Appoint a Corporate Auditor Komura, Koichiro


Page 372 of 402



Recommendation

For ForMgmt4 Appoint a Substitute Corporate AuditorYamamoto, Masaharu


Page 373 of 402

NASPERS LIMITED

Security: S53435103

Ticker:

ISIN: ZAE000015889

Meeting Type: AGM




Recommendation

Proposal Vote



For ForMgmtO.1 ACCEPTANCE OF ANNUAL FINANCIALSTATEMENTS

For ForMgmtO.2 CONFIRMATION AND APPROVAL OFPAYMENT OF DIVIDENDS

For ForMgmtO.3 REAPPOINTMENT OFPRICEWATERHOUSECOOPERS INC. ASAUDITOR

For ForMgmtO.4 TO CONFIRM THE APPOINTMENT OF M RSOROUR AS A NONEXECUTIVE DIRECTOR

For ForMgmtO.5.1 TO ELECT THE FOLLOWING DIRECTOR: CL ENENSTEIN

For ForMgmtO.5.2 TO ELECT THE FOLLOWING DIRECTOR: DG ERIKSSON

For ForMgmtO.5.3 TO ELECT THE FOLLOWING DIRECTOR: HJ DU TOIT

For ForMgmtO.5.4 TO ELECT THE FOLLOWING DIRECTOR: GLIU

For ForMgmtO.5.5 TO ELECT THE FOLLOWING DIRECTOR: ROLIVEIRA DE LIMA


Page 374 of 402



Recommendation

For ForMgmtO.6.1 APPOINTMENT OF THE FOLLOWINGAUDIT COMMITTEE MEMBER: D GERIKSSON

For ForMgmtO.6.2 APPOINTMENT OF THE FOLLOWINGAUDIT COMMITTEE MEMBER: B J VANDER ROSS

For ForMgmtO.6.3 APPOINTMENT OF THE FOLLOWINGAUDIT COMMITTEE MEMBER: R C CJAFTA

Against AgainstMgmtO.7 TO ENDORSE THE COMPANY'SREMUNERATION POLICY

Against AgainstMgmtO.8 TO APPROVE THE IMPLEMENTATION OFTHE REMUNERATION POLICY AS SET OUTIN THE REMUNERATION REPORT

Against AgainstMgmtO.9 APPROVAL OF GENERAL AUTHORITYPLACING UNISSUED SHARES UNDER THECONTROL OF THE DIRECTORS

Against AgainstMgmtO.10 APPROVAL OF GENERAL ISSUE OFSHARES FOR CASH

For ForMgmtO.11 AUTHORISATION TO IMPLEMENT ALLRESOLUTIONS ADOPTED AT THE ANNUALGENERAL MEETING

For ForMgmtS.1.1 APPROVAL OF THE REMUNERATION OFTHE NON-EXECUTIVE DIRECTORS:PROPOSED FINANCIAL YEAR 31 MARCH2020: BOARD - CHAIR

For ForMgmtS.1.2 APPROVAL OF THE REMUNERATION OFTHE NON-EXECUTIVE DIRECTORS:PROPOSED FINANCIAL YEAR 31 MARCH2020: BOARD - MEMBER


Page 375 of 402



Recommendation

For ForMgmtS.1.3 APPROVAL OF THE REMUNERATION OFTHE NON-EXECUTIVE DIRECTORS:PROPOSED FINANCIAL YEAR 31 MARCH2020: AUDIT COMMITTEE - CHAIR

For ForMgmtS.1.4 APPROVAL OF THE REMUNERATION OFTHE NON-EXECUTIVE DIRECTORS:PROPOSED FINANCIAL YEAR 31 MARCH2020: AUDIT COMMITTEE - MEMBER

For ForMgmtS.1.5 APPROVAL OF THE REMUNERATION OFTHE NON-EXECUTIVE DIRECTORS:PROPOSED FINANCIAL YEAR 31 MARCH2020: RISK COMMITTEE - CHAIR

For ForMgmtS.1.6 APPROVAL OF THE REMUNERATION OFTHE NON-EXECUTIVE DIRECTORS:PROPOSED FINANCIAL YEAR 31 MARCH2020: RISK COMMITTEE - MEMBER

For ForMgmtS.1.7 APPROVAL OF THE REMUNERATION OFTHE NON-EXECUTIVE DIRECTORS:PROPOSED FINANCIAL YEAR 31 MARCH2020: HUMAN RESOURCES ANDREMUNERATION COMMITTEE - CHAIR

For ForMgmtS.1.8 APPROVAL OF THE REMUNERATION OFTHE NON-EXECUTIVE DIRECTORS:PROPOSED FINANCIAL YEAR 31 MARCH2020: HUMAN RESOURCES ANDREMUNERATION COMMITTEE - MEMBER

For ForMgmtS.1.9 APPROVAL OF THE REMUNERATION OFTHE NON-EXECUTIVE DIRECTORS:PROPOSED FINANCIAL YEAR 31 MARCH2020: NOMINATION COMMITTEE - CHAIR

For ForMgmtS.110 APPROVAL OF THE REMUNERATION OFTHE NON-EXECUTIVE DIRECTORS:PROPOSED FINANCIAL YEAR 31 MARCH2020: NOMINATION COMMITTEE -MEMBER


Page 376 of 402



Recommendation

For ForMgmtS.111 APPROVAL OF THE REMUNERATION OFTHE NON-EXECUTIVE DIRECTORS:PROPOSED FINANCIAL YEAR 31 MARCH2020: SOCIAL AND ETHICS COMMITTEE -CHAIR

For ForMgmtS.112 APPROVAL OF THE REMUNERATION OFTHE NON-EXECUTIVE DIRECTORS:PROPOSED FINANCIAL YEAR 31 MARCH2020: SOCIAL AND ETHICS COMMITTEE -MEMBER

For ForMgmtS.113 APPROVAL OF THE REMUNERATION OFTHE NON-EXECUTIVE DIRECTORS:PROPOSED FINANCIAL YEAR 31 MARCH2020: TRUSTEES OF GROUP SHARESCHEMES/OTHER PERSONNEL FUNDS



For ForMgmtS.4 GENERAL AUTHORITY FOR THECOMPANY OR ITS SUBSIDIARIES TOACQUIRE N ORDINARY SHARES IN THECOMPANY

Against AgainstMgmtS.5 GENERAL AUTHORITY FOR THECOMPANY OR ITS SUBSIDIARIES TOACQUIRE A ORDINARY SHARES IN THECOMPANY


Page 377 of 402

PIRELLI & C.SPA

Security: T76434264

Ticker:

ISIN: IT0005278236

Meeting Type: OGM




Recommendation

Proposal Vote



For ForMgmt1 APPROVE FINANCIAL STATEMENTS,STATUTORY REPORTS, AND ALLOCATIONOF INCOME

Against AgainstMgmt2.1 INCREASE NUMBER OF DIRECTORS ONTHE BOARD ELECT NING GAONING ASDIRECTOR

Against AgainstMgmt2.2 ELECT NING GAONING AS BOARD CHAIR

Against AgainstMgmt3 APPROVE REMUNERATION POLICY

Non-VotingCMMT PLEASE NOTE THAT THIS IS ANAMENDMENT TO MEETING ID 211858 DUETO SPLITTING OF RESOLUTION 2. ALLVOTES RECEIVED ON THE PREVIOUSMEETING WILL BE DISREGARDED ANDYOU WILL NEED TO REINSTRUCT ONTHIS MEETING NOTICE. THANK YOU


Page 378 of 402


Security: Y0697U112

Ticker:

ISIN: ID1000118201

Meeting Type: EGM




Recommendation

Proposal Vote



Abstain AgainstMgmt1 EXPOSURE AND PERFORMANCEEVALUATION UP TO QUARTER III OF 2018

For ForMgmt2 AMENDMENT OF COMPANY'SMANAGEMENT COMPOSITION

Non-VotingCMMT 13 DEC 2018: PLEASE NOTE THAT THIS ISA REVISION DUE TO MODIFICATION OFTHE TEXT OF RESOLUTION 1. IF YOUHAVE ALREADY SENT IN YOUR VOTES,PLEASE DO NOT VOTE AGAIN UNLESSYOU DECIDE TO AMEND YOUR ORIGINALINSTRUCTIONS. THANK YOU.


Page 379 of 402


Security: Y0697U112

Ticker:

ISIN: ID1000118201

Meeting Type: AGM




Recommendation

Proposal Vote



For ForMgmt1 APPROVAL OF ANNUAL REPORT ANDRATIFICATION OF CONSOLIDATEDFINANCIAL REPORT ON BOOK YEAR 2018AND APPROVAL OF BOARD OFCOMMISSIONER SUPERVISORY REPORT2018 AND RATIFICATION OF FINANCIALREPORT OF PARTNERSHIP ANDCOMMUNITY DEVELOPMENT PROGRAM2018 AS WELL AS TO GRANT VOLLEDIGACQUIT ET DE CHARGE TO BOARD OFDIRECTORS AND COMMISSIONERS FORBOOK YEAR 2018

For ForMgmt2 DETERMINE THE UTILIZATION OFCOMPANY PROFIT FOR BOOK YEAR 2018

For ForMgmt3 DETERMINE REMUNERATION OR INCOMEOF BOARD OF DIRECTOR ANDCOMMISSIONER ON 2018 AND TANTIEMON BOOK YEAR 2018 FOR BOARD OFDIRECTOR AND COMMISSIONER

For ForMgmt4 APPOINTMENT OF PUBLIC ACCOUNTANTTO AUDIT FINANCIAL REPORT OFCOMPANY 2019 AND PARTNERSHIP ANDCOMMUNITY DEVELOPMENT PROGRAMFOR BOOK YEAR 2019

Against AgainstMgmt5 CHANGE ON MANAGEMENT STRUCTURE


Page 380 of 402

RECRUIT HOLDINGS CO.,LTD.

Security: J6433A101

Ticker:

ISIN: JP3970300004

Meeting Type: AGM




Recommendation

Proposal Vote




For ForMgmt1.1 Appoint a Director Minegishi, Masumi

For ForMgmt1.2 Appoint a Director Ikeuchi, Shogo

For ForMgmt1.3 Appoint a Director Idekoba, Hisayuki

For ForMgmt1.4 Appoint a Director Sagawa, Keiichi

For ForMgmt1.5 Appoint a Director Rony Kahan

For ForMgmt1.6 Appoint a Director Izumiya, Naoki

For ForMgmt1.7 Appoint a Director Totoki, Hiroki

For ForMgmt2.1 Appoint a Corporate Auditor Inoue, Hiroki

For ForMgmt2.2 Appoint a Substitute Corporate AuditorShinkawa, Asa


Page 381 of 402



Recommendation

For ForMgmt3 Approve Details of the Compensation to bereceived by Directors

For ForMgmt4 Approve Details of Compensation as StockOptions for Directors (Excluding OutsideDirectors)

For ForMgmt5 Approve Increase of Stated Capital byReduction of Capital Reserve and Surplus


Page 382 of 402

SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.)

Security: 806857108

Ticker: SLB

ISIN: AN8068571086





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Peter L.S. Currie

For ForMgmt1b. Election of Director: Miguel M. Galuccio

For ForMgmt1c. Election of Director: Paal Kibsgaard

For ForMgmt1d. Election of Director: Nikolay Kudryavtsev

For ForMgmt1e. Election of Director: Tatiana A. Mitrova


For ForMgmt1g. Election of Director: Lubna S. Olayan

For ForMgmt1h. Election of Director: Mark G. Papa

For ForMgmt1i. Election of Director: Leo Rafael Reif

For ForMgmt1j. Election of Director: Henri Seydoux


Page 383 of 402



Recommendation

For ForMgmt2. Approval of the advisory resolution to approveour executive compensation.

For ForMgmt3. Approval of our consolidated balance sheetas of December 31, 2018; our consolidatedstatement of income for the year endedDecember 31, 2018; and our Board ofDirectors' declarations of dividends in 2018,as reflected in our 2018 Annual Report toStockholders.

For ForMgmt4. Ratification of the appointment ofPricewaterhouseCoopers LLP as ourindependent auditors for 2019.

For ForMgmt5. Approval of an amended and restated 2004Stock and Deferral Plan for Non-EmployeeDirectors.


Page 384 of 402


Security: Y8008N107

Ticker:

ISIN: CNE100000FN7

Meeting Type: EGM




Recommendation

Proposal Vote



Non-VotingCMMT PLEASE NOTE THAT THE COMPANYNOTICE AND PROXY FORM AREAVAILABLE BY CLICKING ON THE URLLINKS:HTTP://WWW.HKEXNEWS.HK/LISTEDCO/LISTCONEWS/SEHK/2018/0906/LTN20180906297.PDF,HTTP://WWW.HKEXNEWS.HK/LISTEDCO/LISTCONEWS/SEHK/2018/0906/LTN20180906309.PDF,HTTP://WWW.HKEXNEWS.HK/LISTEDCO/LISTCONEWS/SEHK/2018/0807/LTN20180807341.PDF ANDHTTP://WWW.HKEXNEWS.HK/LISTEDCO/LISTCONEWS/SEHK/2018/0807/LTN20180807343.PDF


Non-VotingCMMT PLEASE NOTE THAT THIS IS ANAMENDMENT TO MEETING ID 981764 DUETO RECEIPT OF ADDITIONALRESOLUTION 2. ALL VOTES RECEIVED ONTHE PREVIOUS MEETING WILL BEDISREGARDED IF VOTE DEADLINEEXTENSIONS ARE GRANTED.THEREFORE PLEASE REINSTRUCT ONTHIS MEETING NOTICE ON THE NEW JOB.IF HOWEVER VOTE DEADLINEEXTENSIONS ARE NOT GRANTED IN THEMARKET, THIS MEETING WILL BE CLOSEDAND YOUR VOTE INTENTIONS ON THEORIGINAL MEETING WILL BE APPLICABLE.


Page 385 of 402



Recommendation

PLEASE ENSURE VOTING IS SUBMITTEDPRIOR TO CUTOFF ON THE ORIGINALMEETING, AND AS SOON AS POSSIBLEON THIS NEW AMENDED MEETING.THANK YOU

For ForMgmt1 THAT THE AGREEMENT ON ASSETPURCHASE BY ISSUE OF SHARES (THE"ASSET PURCHASE AGREEMENT")ENTERED INTO BY THE COMPANY ANDCHINA NATIONAL PHARMACEUTICALGROUP CO., LTD. ON 11 JULY 2018 ANDTHE TRANSACTIONS CONTEMPLATEDTHEREUNDER, BE AND ARE HEREBYAPPROVED AND CONFIRMED; AND THATANY ONE DIRECTOR OF THE COMPANYBE AND IS HEREBY AUTHORIZED TO SIGNOR EXECUTE SUCH OTHER DOCUMENTSOR SUPPLEMENTAL AGREEMENTS ORDEEDS ON BEHALF OF THE COMPANYAND TO DO ALL SUCH THINGS AND TAKEALL SUCH ACTIONS AS HE/SHE MAYCONSIDER NECESSARY OR DESIRABLEFOR THE PURPOSE OF GIVING EFFECTTO THE ASSET PURCHASE AGREEMENTAND COMPLETING THE TRANSACTIONSCONTEMPLATED THEREUNDER WITHSUCH CHANGES AS HE/SHE MAYCONSIDER NECESSARY, DESIRABLE OREXPEDIENT

For ForMgmt2 TO CONSIDER AND, IF THOUGHT FIT, TOAPPROVE THE AMENDMENTS TO THEARTICLES OF ASSOCIATION OF THECOMPANY (THE "ARTICLES OFASSOCIATION") AS SET OUT IN THECIRCULAR OF THE COMPANY DATED 6SEPTEMBER 2018, AND TO AUTHORIZETHE BOARD OF DIRECTORS OF THECOMPANY OR ITS AUTHORIZEDPERSON(S) TO FILE THE COMPLETEARTICLES OF ASSOCIATION WITH THEAPPLICABLE ADMINISTRATION FORINDUSTRY AND COMMERCE AFTERTHESE AMENDMENTS HAVE BEENAPPROVED


Page 386 of 402


Security: Y8008N107

Ticker:

ISIN: CNE100000FN7

Meeting Type: EGM




Recommendation

Proposal Vote



Non-VotingCMMT PLEASE NOTE THAT THE COMPANYNOTICE AND PROXY FORM AREAVAILABLE BY CLICKING ON THE URLLINKS:HTTP://WWW3.HKEXNEWS.HK/LISTEDCO/LISTCONEWS/SEHK/2018/1130/LTN20181130307.PDF ANDHTTP://WWW3.HKEXNEWS.HK/LISTEDCO/LISTCONEWS/SEHK/2018/1130/LTN20181130329.PDF ANDHTTP://WWW3.HKEXNEWS.HK/LISTEDCO/LISTCONEWS/SEHK/2018/1112/LTN20181112253.PDF ANDHTTP://WWW3.HKEXNEWS.HK/LISTEDCO/LISTCONEWS/SEHK/2018/1112/LTN20181112255.PDF


Non-VotingCMMT PLEASE NOTE THAT THIS IS ANAMENDMENT TO MEETING ID 124710 DUETO RECEIPT OF ADDITIONALRESOLUTION 3. ALL VOTES RECEIVED ONTHE PREVIOUS MEETING WILL BEDISREGARDED AND YOU WILL NEED TOREINSTRUCT ON THIS MEETING NOTICE.THANK YOU


Page 387 of 402



Recommendation

For ForMgmt1 TO CONSIDER AND, IF THOUGHT FIT, TOAPPROVE THE APPOINTMENT OF MR. HUJIANWEI AS A NONEXECUTIVE DIRECTOROF THE COMPANY, AND TO AUTHORIZETHE CHAIRMAN OF THE BOARD OFDIRECTORS OF THE COMPANY (THE"BOARD") OR ANY EXECUTIVE DIRECTOROF THE COMPANY TO ENTER INTO THESERVICE CONTRACT OR SUCH OTHERDOCUMENTS OR SUPPLEMENTALAGREEMENTS OR DEEDS WITH HIM

For ForMgmt2 TO CONSIDER AND, IF THOUGHT FIT, TOAPPROVE THE APPOINTMENT OF MR.CHEN FANGRUO AS AN INDEPENDENTNON-EXECUTIVE DIRECTOR OF THECOMPANY, AND TO AUTHORIZE THECHAIRMAN OF THE BOARD OR ANYEXECUTIVE DIRECTOR OF THE COMPANYTO ENTER INTO THE SERVICE CONTRACTOR SUCH OTHER DOCUMENTS ORSUPPLEMENTAL AGREEMENTS ORDEEDS WITH HIM

Against AgainstMgmt3 TO CONSIDER AND, IF THOUGHT FIT, TOAPPROVE THE APPOINTMENT OF MR. YUQINGMING AS AN EXECUTIVE DIRECTOROF THE FOURTH SESSION OF THEBOARD, AND TO AUTHORIZE THECHAIRMAN OF THE BOARD OR ANYEXECUTIVE DIRECTOR OF THE COMPANYTO ENTER INTO THE SERVICE CONTRACTOR SUCH OTHER DOCUMENTS ORSUPPLEMENTAL AGREEMENTS ORDEEDS WITH HIM


Page 388 of 402


Security: Y8008N107

Ticker:

ISIN: CNE100000FN7

Meeting Type: EGM




Recommendation

Proposal Vote




Non-VotingCMMT PLEASE NOTE IN THE HONG KONGMARKET THAT A VOTE OF "ABSTAIN" WILLBE TREATED THE SAME AS A "TAKE NOACTION" VOTE

For ForMgmt1 TO CONSIDER AND, IF THOUGHT FIT, TOAPPROVE THE APPOINTMENT OF MS.GUAN XIAOHUI AS A NON-EXECUTIVEDIRECTOR OF THE COMPANY, AND TOAUTHORIZE THE CHAIRMAN OF THEBOARD OF DIRECTORS OF THECOMPANY OR ANY EXECUTIVE DIRECTOROF THE COMPANY TO ENTER INTO THESERVICE CONTRACT OR SUCH OTHERDOCUMENTS OR SUPPLEMENTALAGREEMENTS OR DEEDS WITH HER


Page 389 of 402


Security: Y8008N107

Ticker:

ISIN: CNE100000FN7

Meeting Type: AGM




Recommendation

Proposal Vote






For ForMgmt2 TO CONSIDER AND APPROVE THEREPORT OF THE SUPERVISORYCOMMITTEE OF THE COMPANY (THE"SUPERVISORY COMMITTEE") FOR THEYEAR ENDED 31 DECEMBER 2018

For ForMgmt3 TO CONSIDER AND APPROVE THEAUDITED FINANCIAL STATEMENTS OFTHE COMPANY AND ITS SUBSIDIARIESFOR THE YEAR ENDED 31 DECEMBER2018 AND THE AUDITORS' REPORT


Page 390 of 402



Recommendation

For ForMgmt4 TO CONSIDER AND APPROVE THEPROFIT DISTRIBUTION PLAN ANDPAYMENT OF THE FINAL DIVIDEND FORTHE YEAR ENDED 31 DECEMBER 2018

For ForMgmt5 TO CONSIDER AND AUTHORIZE THEBOARD TO DETERMINE THEREMUNERATION OF THE DIRECTORS OFTHE COMPANY (THE "DIRECTORS") FORTHE YEAR ENDING 31 DECEMBER 2019

For ForMgmt6 TO CONSIDER AND AUTHORIZE THESUPERVISORY COMMITTEE TODETERMINE THE REMUNERATION OF THESUPERVISORS OF THE COMPANY (THE"SUPERVISORS") FOR THE YEAR ENDING31 DECEMBER 2019

For ForMgmt7 TO CONSIDER AND APPROVE THEAPPOINTMENT OF ERNST & YOUNG HUAMING LLP AS THE DOMESTIC AUDITOR OFTHE COMPANY TO HOLD OFFICE UNTILTHE CONCLUSION OF THE NEXT ANNUALGENERAL MEETING, THE APPOINTMENTOF ERNST & YOUNG AS THEINTERNATIONAL AUDITOR OF THECOMPANY TO HOLD OFFICE UNTIL THECONCLUSION OF THE NEXT ANNUALGENERAL MEETING, AND TO RATIFY ANDCONFIRM THEIR REMUNERATIONSDETERMINED BY THE AUDIT COMMITTEEOF THE BOARD

Against AgainstMgmt8 TO CONSIDER AND APPROVE THEDELEGATION OF THE POWER TO THEBOARD TO APPROVE THE GUARANTEESIN FAVOR OF THIRD PARTIES WITH ANAGGREGATE TOTAL VALUE OF NOT MORETHAN 30% OF THE LATEST AUDITEDTOTAL ASSETS OF THE COMPANY OVER APERIOD OF 12 MONTHS; AND IF THEABOVE DELEGATION IS NOT CONSISTENTWITH, COLLIDES WITH OR CONFLICTSWITH THE REQUIREMENTS UNDER THERULES GOVERNING THE LISTING OFSECURITIES (THE "HONG KONG LISTINGRULES") ON THE STOCK EXCHANGE OFHONG KONG LIMITED (THE "HONG KONG


Page 391 of 402



Recommendation

STOCK EXCHANGE") OR OTHERREQUIREMENTS OF THE HONG KONGSTOCK EXCHANGE, THE REQUIREMENTSUNDER THE HONG KONG LISTING RULESOR OTHER REQUIREMENTS OF THEHONG KONG STOCK EXCHANGE SHOULDBE FOLLOWED

For ForMgmt9 TO CONSIDER AND APPROVE THEAMENDMENTS TO THE RULES OFPROCEDURE OF THE BOARD OFDIRECTORS

For ForMgmt10 TO CONSIDER AND APPROVE THEAPPOINTMENT OF MS. DAI KUN AS ANON-EXECUTIVE DIRECTOR OF THECOMPANY, AND TO AUTHORIZE THECHAIRMAN OF THE BOARD OR ANYEXECUTIVE DIRECTOR OF THE COMPANYTO ENTER INTO THE SERVICE CONTRACTOR SUCH OTHER DOCUMENTS ORSUPPLEMENTAL AGREEMENTS ORDEEDS WITH HER

Against AgainstMgmt11 TO CONSIDER AND APPROVE TO GRANTA GENERAL MANDATE TO THE BOARD TOEXERCISE THE POWER OF THECOMPANY TO ALLOT, ISSUE AND/OR DEALWITH DOMESTIC SHARES AND/OR HSHARES (DETAILS OF THIS RESOLUTIONWERE CONTAINED IN THE NOTICE OFTHE AGM)

For ForMgmt12 TO CONSIDER AND APPROVE THEAMENDMENTS TO THE ARTICLES OFASSOCIATION OF THE COMPANY (THE"ARTICLES OF ASSOCIATION")


Page 392 of 402

TAIWAN SEMICONDUCTOR MFG. CO. LTD.

Security: 874039100

Ticker: TSM

ISIN: US8740391003





Recommendation

Proposal Vote



For ForMgmt1) To accept 2018 Business Report andFinancial Statements

For ForMgmt2) To approve the proposal for distribution of2018 earnings

For ForMgmt3) To revise the Articles of Incorporation

For ForMgmt4) To revise the following TSMC policies: (i)Procedures for Acquisition or Disposal ofAssets; (ii) Procedures for FinancialDerivatives Transactions

5) DIRECTOR

1 Moshe N. Gavrielov For ForMgmt


Page 393 of 402

TATA CONSULTANCY SERVICES LTD

Security: Y85279100

Ticker:

ISIN: INE467B01029

Meeting Type: AGM




Recommendation

Proposal Vote



Non-VotingCMMT PLEASE NOTE THAT SHAREHOLDERSARE ALLOWED TO VOTE 'IN FAVOR' OR'AGAINST' FOR ALL RESOLUTIONS,ABSTAIN IS NOT A VOTING OPTION ONTHIS MEETING

For ForMgmt1 TO RECEIVE, CONSIDER AND ADOPT: A.THE AUDITED FINANCIAL STATEMENTSOF THE COMPANY FOR THE FINANCIALYEAR ENDED MARCH 31, 2019,TOGETHER WITH THE REPORTS OF THEBOARD OF DIRECTORS AND THEAUDITORS THEREON; AND B. THEAUDITED CONSOLIDATED FINANCIALSTATEMENTS OF THE COMPANY FOR THEFINANCIAL YEAR ENDED MARCH 31, 2019,TOGETHER WITH THE REPORT OF THEAUDITORS THEREON

For ForMgmt2 TO CONFIRM THE PAYMENT OF INTERIMDIVIDENDS ON EQUITY SHARES AND TODECLARE A FINAL DIVIDEND ON EQUITYSHARES FOR THE FINANCIAL YEAR 2018 -19

For ForMgmt3 TO APPOINT A DIRECTOR IN PLACE OF NGANAPATHY SUBRAMANIAM, WHORETIRES BY ROTATION AND, BEINGELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT

For ForMgmt4 APPOINTMENT OF HANNE BIRGITTEBREINBJERG SORENSEN AS ANINDEPENDENT DIRECTOR


Page 394 of 402



Recommendation

Against AgainstMgmt5 APPOINTMENT OF KEKI MINOO MISTRYAS AN INDEPENDENT DIRECTOR

For ForMgmt6 APPOINTMENT OF DANIEL HUGHESCALLAHAN AS AN INDEPENDENTDIRECTOR

For ForMgmt7 RE-APPOINTMENT OF OM PRAKASHBHATT AS AN INDEPENDENT DIRECTOR

For ForMgmt8 PAYMENT OF COMMISSION TO NONWHOLE-TIME DIRECTORS OF THECOMPANY


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TEMENOS AG

Security: H8547Q107

Ticker:

ISIN: CH0012453913

Meeting Type: AGM




Recommendation

Proposal Vote



For ForMgmt1 ACCEPT FINANCIAL STATEMENTS ANDSTATUTORY REPORTS

For ForMgmt2 APPROVE ALLOCATION OF INCOME

For ForMgmt3 APPROVE DIVIDENDS OF CHF 0.75 PERSHARE FROM CAPITAL CONTRIBUTIONRESERVES

For ForMgmt4 APPROVE DISCHARGE OF BOARD ANDSENIOR MANAGEMENT

For ForMgmt5 APPROVE CREATION OF CHF.35.5MILLION POOL OF CAPITAL WITHOUTPREEMPTIVE RIGHTS

For ForMgmt6.1 APPROVE MAXIMUM REMUNERATION OFDIRECTORS IN THE AMOUNT OF USD 7.8MILLION

For ForMgmt6.2 APPROVE MAXIMUM REMUNERATION OFEXECUTIVE COMMITTEE IN THE AMOUNTOF USD 27.2 MILLION

For ForMgmt7.1 ELECTIONS OF THE MEMBER OF THEBOARD OF DIRECTORS: MR. ANDREASANDREADES, MEMBER AND EXECUTIVECHAIRMAN OF THE BOARD OFDIRECTORS


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Recommendation

For ForMgmt7.2 ELECTIONS OF THE MEMBER OF THEBOARD OF DIRECTORS: MR. SERGIOGIACOLETTO-ROGGIO, MEMBER ANDVICE-CHAIRMAN OF THE BOARD OFDIRECTORS

For ForMgmt7.3 ELECTIONS OF THE MEMBER OF THEBOARD OF DIRECTORS: MR. GEORGEKOUKIS, MEMBER OF THE BOARD OFDIRECTORS

For ForMgmt7.4 ELECTIONS OF THE MEMBER OF THEBOARD OF DIRECTORS: MR. IANCOOKSON, MEMBER OF THE BOARD OFDIRECTORS

For ForMgmt7.5 ELECTIONS OF THE MEMBER OF THEBOARD OF DIRECTORS: MR. THIBAULT DETERSANT, MEMBER OF THE BOARD OFDIRECTORS

For ForMgmt7.6 ELECTIONS OF THE MEMBER OF THEBOARD OF DIRECTORS: MR. ERIKHANSEN, MEMBER OF THE BOARD OFDIRECTORS

For ForMgmt7.7 ELECTIONS OF THE MEMBER OF THEBOARD OF DIRECTORS: MS. YOK TAKAMY YIP, MEMBER OF THE BOARD OFDIRECTORS

For ForMgmt7.8 ELECTIONS OF THE MEMBER OF THEBOARD OF DIRECTORS: MR. PETERSPENSER, MEMBER OF THE BOARD OFDIRECTORS

For ForMgmt8.1 ELECTIONS OF THE MEMBER OF THECOMPENSATION COMMITTEE: MR.SERGIO GIACOLETTO-ROGGIO


Page 397 of 402



Recommendation

For ForMgmt8.2 ELECTIONS OF THE MEMBER OF THECOMPENSATION COMMITTEE: MR. IANCOOKSON

For ForMgmt8.3 ELECTIONS OF THE MEMBER OF THECOMPENSATION COMMITTEE: MR. ERIKHANSEN

For ForMgmt8.4 ELECTIONS OF THE MEMBER OF THECOMPENSATION COMMITTEE: MS. YOKTAK AMY YIP

For ForMgmt9 RE-ELECTION OF THE INDEPENDENTPROXY HOLDER / LAW FIRM PERREARDDE BOCCARD S.A

For ForMgmt10 RE-ELECTION OF THE AUDITORS /PRICEWATERHOUSECOOPERS S.A.,GENEVA

Non-VotingCMMT PART 2 OF THIS MEETING IS FOR VOTINGON AGENDA AND MEETING ATTENDANCEREQUESTS ONLY. PLEASE ENSURE THATYOU HAVE FIRST VOTED IN FAVOUR OFTHE REGISTRATION OF SHARES IN PART1 OF THE MEETING. IT IS A MARKETREQUIREMENT FOR MEETINGS OF THISTYPE THAT THE SHARES AREREGISTERED AND MOVED TO AREGISTERED LOCATION AT THE CSD,AND SPECIFIC POLICIES AT THEINDIVIDUAL SUB-CUSTODIANS MAY VARY.UPON RECEIPT OF THE VOTEINSTRUCTION, IT IS POSSIBLE THAT AMARKER MAY BE PLACED ON YOURSHARES TO ALLOW FORRECONCILIATION AND RE-REGISTRATIONFOLLOWING A TRADE. THEREFOREWHILST THIS DOES NOT PREVENT THETRADING OF SHARES, ANY THAT AREREGISTERED MUST BE FIRSTDEREGISTERED IF REQUIRED FORSETTLEMENT. DEREGISTRATION CAN


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Recommendation

AFFECT THE VOTING RIGHTS OF THOSESHARES. IF YOU HAVE CONCERNSREGARDING YOUR ACCOUNTS, PLEASECONTACT YOUR CLIENTREPRESENTATIVE

Non-VotingCMMT 25 APR 2019: PLEASE NOTE THAT THIS ISA REVISION DUE TO MODIFICATION OFTEXT OF RESOLUTIONS 7 TO 10. IF YOUHAVE ALREADY SENT IN YOUR VOTES,PLEASE DO NOT VOTE AGAIN UNLESSYOU DECIDE TO AMEND YOUR ORIGINALINSTRUCTIONS. THANK YOU.


Page 399 of 402

WIRECARD AG

Security: D22359133

Ticker:

ISIN: DE0007472060

Meeting Type: AGM




Recommendation

Proposal Vote



Non-VotingCMMT ACCORDING TO GERMAN LAW, IN CASEOF SPECIFIC CONFLICTS OF INTEREST INCONNECTION WITH SPECIFIC ITEMS OFTHE AGENDA FOR THE GENERALMEETING YOU ARE NOT ENTITLED TOEXERCISE YOUR VOTING RIGHTS.FURTHER, YOUR VOTING RIGHT MIGHTBE EXCLUDED WHEN YOUR SHARE INVOTING RIGHTS HAS REACHED CERTAINTHRESHOLDS AND YOU HAVE NOTCOMPLIED WITH ANY OF YOURMANDATORY VOTING RIGHTSNOTIFICATIONS PURSUANT TO THEGERMAN SECURITIES TRADING ACT(WPHG). FOR QUESTIONS IN THISREGARD PLEASE CONTACT YOURCLIENT SERVICE REPRESENTATIVE FORCLARIFICATION. IF YOU DO NOT HAVEANY INDICATION REGARDING SUCHCONFLICT OF INTEREST, OR ANOTHEREXCLUSION FROM VOTING, PLEASESUBMIT YOUR VOTE AS USUAL. THANKYOU

Non-VotingCMMT PLEASE NOTE THAT THE TRUE RECORDDATE FOR THIS MEETING IS 28 MAY 19,WHEREAS THE MEETING HAS BEENSETUP USING THE ACTUAL RECORDDATE - 1 BUSINESS DAY. THIS IS DONE TOENSURE THAT ALL POSITIONSREPORTED ARE IN CONCURRENCE WITHTHE GERMAN LAW. THANK YOU

Non-VotingCMMT COUNTER PROPOSALS MAY BESUBMITTED UNTIL 03.06.2019. FURTHERINFORMATION ON COUNTER PROPOSALSCAN BE FOUND DIRECTLY ON THEISSUER'S WEBSITE (PLEASE REFER TOTHE MATERIAL URL SECTION OF THEAPPLICATION). IF YOU WISH TO ACT ONTHESE ITEMS, YOU WILL NEED TO


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Recommendation

REQUEST A MEETING ATTEND AND VOTEYOUR SHARES DIRECTLY AT THECOMPANY'S MEETING. COUNTERPROPOSALS CANNOT BE REFLECTED INTHE BALLOT ON PROXYEDGE

Non-Voting1 PRESENTATION OF THE FINANCIALSTATEMENTS AND ANNUAL REPORT FORTHE 2018 FINANCIAL YEAR WITH THEREPORT OF THE SUPERVISORY BOARD,THE GROUP FINANCIAL STATEMENTSAND GROUP ANNUAL REPORT AS WELLAS THE REPORT BY THE BOARD OF MDSPURSUANT TO SECTIONS 289A(1) AND315A(1) OF THE GERMAN COMMERCIALCODE

Against AgainstMgmt2 RESOLUTION ON THE APPROPRIATIONOF THE DISTRIBUTABLE PROFIT IN THEAMOUNT OF EUR 167,833,280.20 SHALLBE APPROPRIATED AS FOLLOWS:PAYMENT OF A DIVIDEND OF EUR 0.20PER DIVIDEND- ENTITLED NO-PAR SHAREEUR 143,120,163 SHALL BE CARRIEDFORWARD. EX-DIVIDEND DATE: JUNE 19,2019 PAYABLE DATE: JUNE 21, 2019

For ForMgmt3.1 RATIFICATION OF THE ACTS OF THEBOARD OF MD: MARKUS BRAUN

For ForMgmt3.2 RATIFICATION OF THE ACTS OF THEBOARD OF MD: ALEXANDER VON KNOOP

For ForMgmt3.3 RATIFICATION OF THE ACTS OF THEBOARD OF MD: JAN MARSALEK

For ForMgmt3.4 RATIFICATION OF THE ACTS OF THEBOARD OF MD: SUSANNE STEIDL

For ForMgmt4.1 RATIFICATION OF THE ACTS OF THESUPERVISORY BOARD: WULF MATTHIAS


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Recommendation

For ForMgmt4.2 RATIFICATION OF THE ACTS OF THESUPERVISORY BOARD: ALFONSHENSELER

For ForMgmt4.3 RATIFICATION OF THE ACTS OF THESUPERVISORY BOARD: STEFAN KLESTIL

For ForMgmt4.4 RATIFICATION OF THE ACTS OF THESUPERVISORY BOARD: VUYISWAMCWABENI

For ForMgmt4.5 RATIFICATION OF THE ACTS OF THESUPERVISORY BOARD: ANASTASSIALAUTERBACH

For ForMgmt4.6 RATIFICATION OF THE ACTS OF THESUPERVISORY BOARD: SUSANNAQUINTANA-PLAZA

For ForMgmt5 APPOINTMENT OF AUDITORS THEFOLLOWING ACCOUNTANTS SHALL BEAPPOINTED AS AUDITORS AND GROUPAUDITORS FOR THE 2019 FINANCIALYEAR AND FOR THE REVIEW OF THEINTERIM HALF-YEAR FINANCIALSTATEMENTS: ERNST & YOUNG GMBH,MUNICH

For ForMgmt6 ELECTIONS TO THE SUPERVISORYBOARD THOMAS EICHELMANN

For ForMgmt7 RESOLUTION ON THE ADJUSTMENT OFTHE SUPERVISORY BOARDREMUNERATION, AND THECORRESPONDING AMENDMENTS TO THEARTICLES OF ASSOCIATION EACHMEMBER OF THE AUDIT OR RISK &COMPLIANCE COMMITTEE RECEIVES ANANNUAL REMUNERATION OF EUR 30,000,THE CHAIRMAN RECEIVES TWICE OFTHIS AMOUNT AND THE DEPUTY ONEAND A HALF TIMES OF THE AMOUNT. THE


Page 402 of 402



Recommendation

MEMBERS OF OTHER COMMITTEESSHALL RECEIVE AN ANNUALREMUNERATION OF EU 17,500, THECHAIRMAN TWICE AND THE DEPUTY ONEAND A HALF TIMES OF THIS AMOUNT

For ForMgmt8 RESOLUTION ON THE AUTHORIZATIONTO ISSUE CONVERTIBLE AND/ORWARRANT BONDS, THE CREATION OFCONTINGENT CAPITAL, AND THECORRESPONDING AMENDMENT TO THEARTICLES OF ASSOCIATION THE BOARDOF MDS SHALL BE AUTHORIZED, WITHTHE CONSENT OF THE SUPERVISORYBOARD, TO ISSUE BONDS OF UP TO EUR900,000,000 CONFERRING CONVERSIONAND/OR OPTION RIGHTS FOR SHARESOF THE COMPANY FOR A TERM OF FIVEYEARS. SHAREHOLDERS SUBSCRIPTIONRIGHTS SHALL BE EXCLUDED. THECOMPANY'S SHARE CAPITAL SHALL BEINCREASED ACCORDINGLY BY UP TOEUR 8,000,000 THROUGH THE ISSUE OFUP TO 8,000,000 NEW BEARER NO-PARSHARES, INSOFAR AS CONVERSIONAND/OR OPTION RIGHTS ARE EXERCISED(CONTINGENT CAPITAL 2019/I)

Documents

BAIRD FUNDS, INC. PROXY VOTING POLICIES AND PROCEDURES … · 2019-09-05 · BAIRD FUNDS, INC. PROXY VOTING POLICIES AND PROCEDURES Revised Effective August 25, 2016 The Board of