Global€¦ · The SEI Emerging Markets Equity Fund All Votes Report Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019 3SBio, Inc. Meeting Date: 06/20/2019 Country: Cayman

Reo@ Voting Report

The SEI Emerging Markets Equity Fund

VOTING RECORDS

FROM:01/04/2019 TO: 30/06/2019

The SEI Emerging Markets Equity Fund All Votes Report

Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019

3SBio, Inc.

Meeting Date: 06/20/2019 Country: Cayman Islands

Meeting Type: Annual Ticker: 1530

Primary ISIN: KYG8875G1029 Primary SEDOL: BY9D3L9

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Accept Financial Statements and Statutory Reports

1

Mgmt For For Elect Lou Jing as Director 2A

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

Mgmt For For Elect Tan Bo as Director 2B

Mgmt For For Elect Pu Tianruo as Director 2C

Mgmt For For Elect Wang Rui as Director 2D

Mgmt For For Authorize Board to Fix Remuneration of Directors

2E

Mgmt For For Approve Ernst & Young as Auditors and Authorize Board to Fix Their Remuneration

3

Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights

4A

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

Mgmt For For Authorize Repurchase of Issued Share Capital 4B

Mgmt Against For Authorize Reissuance of Repurchased Shares 4C

Voter Rationale: Treasury stock, when re-issued without pre-emption rights, should be subject to the same limitations as newly issued stock.

Agricultural Bank of China

Meeting Date: 05/30/2019 Country: China


Primary ISIN: CNE100000Q43 Primary SEDOL: B60LZR6

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

AGM BALLOT FOR HOLDERS OF H SHARES Mgmt

Mgmt For For Approve 2018 Work Report of the Board of Directors

1

Page 1 of 202



Agricultural Bank of China Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve 2018 Work Report of the Board of

Supervisors 2

Mgmt For For Approve 2018 Final Financial Accounts 3

Mgmt For For Approve 2018 Profit Distribution Plan 4

Mgmt For For Approve PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers as External Auditors

5

Mgmt For For Elect Zhou Mubing as Director 6

Voter Rationale: For companies without an independent chairman, a senior independent director should be appointed to serve as an additional safeguard and point of communication for shareholders.

Mgmt For For Elect Cai Dong as Director 7

Mgmt For For Elect Wang Xinxin as Director 8

Mgmt For For Approve Issuance of Write-down Capital Bonds 9

SH For For Elect Wu Jiangtao as Director 10

Mgmt To Listen to the 2018 Work Report of Independent Directors of the Bank

11

Mgmt To Listen to the 2018 Report on the Implementation of the Plan on Authorization of General Meeting of Shareholders to the Board of Directors of the Bank

12

Mgmt To Listen to the Report on the Management of Connected Transactions

13

Airtac International Group



Primary ISIN: KYG014081064 Primary SEDOL: B52J816

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Business Operations Report and

Financial Statements Mgmt For For

Mgmt For For Approve Profit Distribution 2

Mgmt ELECT INDEPENDENT DIRECTORS VIA

CUMULATIVE VOTING

Page 2 of 202



Airtac International Group Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect LEONG KAM SON, with ID NO.A35166XXX,

as Independent Director 3.1

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

Mgmt For For Elect RENN JYH CHYANG, with ID NO.R122268XXX, as Independent Director

3.2

Mgmt For For Elect LIN YU YA., with ID NO.R221550XXX, as Independent Director

3.3

Mgmt ELECT 6 NON-INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING

SH Against None Elect Non-Independent Director 1 3.4

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











Mgmt For For Amend Articles of Association 4

Mgmt For For Amend Procedures for Lending Funds to Other Parties

5

Mgmt For For Amend Procedures Governing the Acquisition or Disposal of Assets

6

Mgmt For For Amend Trading Procedures Governing Derivatives Products

7

Mgmt Against For Approve Release of Restrictions of Competitive Activities of Directors

8

Voter Rationale: Companies should clearly disclose the business benefits cross directorships will bring, or how conflicts of interest or competition concerns will be managed if these directors engage in business activities with competitors.

Page 3 of 202



Ambev SA

Meeting Date: 04/26/2019 Country: Brazil

Meeting Type: Annual Ticker: ABEV3

Primary ISIN: BRABEVACNOR1 Primary SEDOL: BG7ZWY7

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Accept Financial Statements and Statutory Reports for Fiscal Year Ended Dec. 31, 2018

Mgmt For For

Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.

Mgmt For For Approve Allocation of Income and Dividends 2

Mgmt Do Not Vote For Elect Fiscal Council Members 3

Voter Rationale: A DO NOT VOTE recommendation is warranted for management's fiscal council nominees, to allow minority shareholders to concentrate their votes on the election of a minority fiscal council candidate, as further discussed under Item 5 of this meeting agenda.

Mgmt Against None In Case One of the Nominees Leaves the Fiscal Council Slate Due to a Separate Minority Election, as Allowed Under Articles 161 and 240 of the Brazilian Corporate Law, May Your Votes Still Be Counted for the Proposed Slate?

4

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

SH For None Elect Aldo Luiz Mendes as Fiscal Council Member and Vinicius Balbino Bouhid as Alternate Appointed by Minority Shareholder

5

Mgmt For For Approve Remuneration of Company's

Management 6

Mgmt For For Approve Remuneration of Fiscal Council

Members 7

Mgmt For None In the Event of a Second Call, the Voting Instructions Contained in this Remote Voting Card May Also be Considered for the Second

Call?

8

Ambev SA


Meeting Type: Special Ticker: ABEV3

Primary ISIN: BRABEVACNOR1 Primary SEDOL: BG7ZWY7

Page 4 of 202



Ambev SA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Article 5 to Reflect Changes in Capital Mgmt For For

Mgmt For For Amend Article 16 Re: Decrease in Board Size 2

Voter Rationale: For maximum effectiveness a board should include between 5 and 15 directors.

Mgmt For For Consolidate Bylaws 3

Mgmt For None In the Event of a Second Call, the Voting Instructions Contained in this Remote Voting Card May Also be Considered for the Second Call?

4

America Movil SAB de CV

Meeting Date: 04/09/2019 Country: Mexico

Meeting Type: Special Ticker: AMXL

Primary ISIN: MXP001691213 Primary SEDOL: 2667470

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Meeting for ADR Holders Mgmt

Mgmt Against For Elect or Ratify Directors for Series L

Shareholders 1

Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board. Additionally, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Likewise, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Authorize Board to Ratify and Execute Approved Resolutions

2

Angang Steel Company Limited



Primary ISIN: CNE1000001V4 Primary SEDOL: 6015644

Page 5 of 202



Angang Steel Company Limited

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Approve 2018 Report of the Board of Directors 1

Mgmt For For Approve 2018 Report of the Supervisory

Committee 2

Mgmt For For Approve 2018 Annual Report and Its Extracts 3

Mgmt For For Approve 2018 Auditors' Report 4


Mgmt For For Approve 2018 Remuneration of Directors and

Supervisors 6

Mgmt For For Approve ShineWing Certified Public Accountants LLP as Auditor and Authorize Board to Fix Their Remuneration

7

Mgmt Against For Approve Issuance of Equity or Equity-Linked

Securities without Preemptive Rights 8


Mgmt For For Approve Issuance of Asset-Backed Securities 9

Mgmt ELECT EXECUTIVE DIRECTORS VIA

CUMULATIVE VOTING

Mgmt For For Elect Wang Yidong as Director 10.1


Mgmt For For Elect Li Zhen as Director 10.2

Mgmt For For Elect Ma Lianyong as Director 10.3

Mgmt For For Elect Xie Junyong as Director 10.4

Mgmt ELECT INDEPENDENT NON-EXECUTIVE DIRECTORS VIA CUMULATIVE VOTING

Mgmt For For Elect Wu Dajun as Director 11.1

Mgmt For For Elect Ma Weiguo as Director 11.2

Mgmt For For Elect Feng Changli as Director 11.3

Mgmt For For Elect Wang Jianhua as Director 11.4

Mgmt ELECT SUPERVISORS VIA CUMULATIVE VOTING

Mgmt For For Elect Lu Yongli as Supervisor 12.1

Mgmt For For Elect Liu Xiaohui as Supervisor 12.2

Page 6 of 202



Angang Steel Company Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

SH For For Approve Issuance of Shares Due to

Capitalization of Capital Reserves 13

SH For For Amend Articles of Association 14

Anglo American Plc

Meeting Date: 04/30/2019 Country: United Kingdom

Meeting Type: Annual Ticker: AAL

Primary ISIN: GB00B1XZS820 Primary SEDOL: B1XZS82

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Financial Statements and Statutory Reports

Mgmt For For

Mgmt For For Approve Final Dividend 2

Mgmt For For Elect Marcelo Bastos as Director 3

Mgmt For For Re-elect Ian Ashby as Director 4

Mgmt For For Re-elect Stuart Chambers as Director 5

Voter Rationale: Females represent less than 30 percent. There are currently three female directors out of eleven. We continue to encourage the company to increase the percentage of female directors on the board but do not believe a vote against the chairman is warranted.

Mgmt For For Re-elect Mark Cutifani as Director 6

Mgmt For For Re-elect Nolitha Fakude as Director 7

Mgmt For For Re-elect Byron Grote as Director 8

Mgmt For For Re-elect Tony O'Neill as Director 9

Mgmt For For Re-elect Stephen Pearce as Director 10

Mgmt For For Re-elect Mphu Ramatlapeng as Director 11

Mgmt For For Re-elect Jim Rutherford as Director 12

Mgmt For For Re-elect Anne Stevens as Director 13

Mgmt For For Reappoint Deloitte LLP as Auditors 14

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

Mgmt For For Authorise Board to Fix Remuneration of Auditors 15


Page 7 of 202



Anglo American Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Remuneration Report 16

Mgmt For For Authorise Issue of Equity with Pre-emptive

Rights 17

Mgmt For For Authorise Issue of Equity without Pre-emptive

Rights 18

Mgmt For For Authorise Market Purchase of Ordinary Shares 19

Mgmt For For Authorise the Company to Call General Meeting

with Two Weeks' Notice 20

AngloGold Ashanti Ltd.

Meeting Date: 05/09/2019 Country: South Africa

Meeting Type: Annual Ticker: ANG

Primary ISIN: ZAE000043485 Primary SEDOL: 6565655

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Re-elect Maria Richter as Director 1.1

Mgmt For For Elect Kelvin Dushnisky as Director 2.1

Mgmt For For Elect Alan Ferguson as Director 2.2

Mgmt For For Elect Jochen Tilk as Director 2.3

Mgmt For For Re-elect Rhidwaan Gasant as Member of the Audit and Risk Committee

3.1

Mgmt For For Re-elect Rodney Ruston as Member of the Audit and Risk Committee

3.2

Mgmt For For Re-elect Maria Richter as Member of the Audit and Risk Committee

3.3

Mgmt For For Elect Alan Ferguson as Member of the Audit and Risk Committee

3.4

Mgmt For For Reappoint Ernst & Young Inc as Auditors of the Company with Ernest Botha as the Lead Audit Partner

4


Mgmt For For Place Authorised but Unissued Shares under

Control of Directors 5

Mgmt For For Approve Remuneration Policy 6.1

Page 8 of 202



AngloGold Ashanti Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Remuneration Implementation Report 6.2

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

Mgmt For For Approve Remuneration of Non-executive Directors

7

Mgmt For For Authorise Repurchase of Issued Share Capital 8

Mgmt For For Authorise Board to Issue Shares for Cash 9

Mgmt For For Approve Financial Assistance in Terms of Sections 44 and 45 of the Companies Act

10

Mgmt For For Authorise Ratification of Approved Resolutions 11

AngloGold Ashanti Ltd.


Meeting Type: Annual Ticker: ANG


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Re-elect Maria Richter as Director Mgmt For For

Mgmt For For Elect Kelvin Dushnisky as Director 2.1

Mgmt For For Elect Alan Ferguson as Director 2.2

Mgmt For For Elect Jochen Tilk as Director 2.3

Mgmt For For Re-elect Rhidwaan Gasant as Member of the

Audit and Risk Committee 3.1

Mgmt For For Re-elect Rodney Ruston as Member of the Audit

and Risk Committee 3.2

Mgmt For For Re-elect Maria Richter as Member of the Audit

and Risk Committee 3.3

Mgmt For For Elect Alan Ferguson as Member of the Audit and

Risk Committee 3.4

Mgmt For For Reappoint Ernst & Young Inc as Auditors of the Company with Ernest Botha as the Lead Audit Partner

4




Page 9 of 202



AngloGold Ashanti Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



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


7




10


ANTA Sports Products Ltd.



Primary ISIN: KYG040111059 Primary SEDOL: B1YVKN8

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Financial Statements and Statutory

Reports Mgmt For For


Mgmt For For Elect Ding Shizhong as Director 3

Mgmt For For Elect Zheng Jie as Director 4

Mgmt For For Elect Dai Zhongchuan as Director 5

Mgmt For For Elect Yiu Kin Wah Stephen as Director 6

Mgmt For For Elect Mei Ming Zhi as Director 7

Mgmt For For Approve Remuneration of Directors 8

Mgmt For For Approve KPMG as Auditors and Authorize Board

to Fix Their Remuneration 9



Mgmt For For Authorize Repurchase of Issued Share Capital 11

Mgmt Against For Authorize Reissuance of Repurchased Shares 12

Page 10 of 202



Arca Continental SAB de CV


Meeting Type: Annual Ticker: AC

Primary ISIN: MX01AC100006 Primary SEDOL: 2823885

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Approve CEO's Report on Operations and Results of Company Accompanied by Auditor's

Report and Board's Opinion

Mgmt For For

Mgmt For For Approve Report on Operations and Activities Undertaken by Board and Accounting Policies and Criteria and Information Followed in Preparation of Financial Information

1.2

Mgmt For For Approve Report of Audit and Corporate Practices Committee; Receive Report on Adherence to

Fiscal Obligations

1.3

Mgmt For For Approve Allocation of Income and Cash Dividends of MXN 2.30 Per Share

2

Mgmt For For Set Maximum Amount of Share Repurchase Reserve

3

Mgmt Against For Elect Directors, Verify their Independence Classification, Approve their Remuneration and

Elect Secretaries

4


Mgmt Against For Approve Remuneration of Board Committee Members; Elect Chairman of Audit and

Corporate Practices Committee

5


Mgmt For For Appoint Legal Representatives 6

Mgmt For For Approve Minutes of Meeting 7

Arcos Dorados Holdings, Inc.

Meeting Date: 04/22/2019 Country: Virgin Isl (UK)

Meeting Type: Annual Ticker: ARCO

Primary ISIN: VGG0457F1071 Primary SEDOL: B529PQ0

Page 11 of 202



Arcos Dorados Holdings, Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt For For Approve E&Y (Pistrelli, Henry Martin y Asociados S.R.L., member firm of Ernst & Young Global) as Auditors and Authorize Board to Fix Their

Remuneration

2

Mgmt Withhold For Elect Director Annette Franqui 3a

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, the compensation committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

Mgmt Withhold For Elect Director Carlos Hernandez-Artigas 3b

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, the compensation committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

Asia Cement Corp.

Meeting Date: 06/24/2019 Country: Taiwan


Primary ISIN: TW0001102002 Primary SEDOL: 6056331

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Business Operations Report and Financial Statements

Mgmt For For

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


Mgmt For For Approve Amendments to Articles of Association 3


4

Mgmt For For Amend Procedures for Endorsement and Guarantees

5

Page 12 of 202



Asia Cement Corp. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Amend Procedures for Lending Funds to Other

Parties 6

Asmedia Technology Inc.



Primary ISIN: TW0005269005 Primary SEDOL: B6ZZQ69

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


Mgmt For For Approve Plan on Profit Distribution 2


Mgmt For For Amendments to Procedures Governing the Acquisition or Disposal of Assets

4

Mgmt Against For Approve Issuance of Restricted Stocks 5

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

Banco do Brasil SA


Meeting Type: Special Ticker: BBAS3

Primary ISIN: BRBBASACNOR3 Primary SEDOL: 2328595

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Articles Mgmt For For

Page 13 of 202



Banco do Brasil SA


Meeting Type: Annual Ticker: BBAS3

Primary ISIN: BRBBASACNOR3 Primary SEDOL: 2328595

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For


Mgmt For For Elect Luiz Fernando Figueiredo as Director 3.1

Mgmt For For Elect Guilherme Horn as Director 3.2

Mgmt For For Elect Waldery Rodrigues Junior as Director 3.3

Mgmt For For Elect Marcelo Serfaty as Director 3.4

Mgmt For For Elect Rubem de Freitas Novaes as Director 3.5

Mgmt For For Elect Debora Cristina Fonseca as Director Appointed by the Employees

3.6

SH For None Elect Paulo Roberto Evangelista de Lima as Director Appointed by Minority Shareholder

3.7

Mgmt Abstain None In Case Cumulative Voting Is Adopted, Do You Wish to Equally Distribute Your Votes Among

the Nominees?

4


Mgmt APPLICABLE ONLY IF CUMULATIVE VOTING IS ADOPTED - If You Vote FOR on Item 4, Votes Will Be Automatically Distributed in Equal % Amongst All Nominees. If You Vote AGST, Contact Your Client Service Rep to

Disproportionately Allocate % of Votes

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Luiz Fernando Figueiredo as Director

5.1

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Guilherme Horn as Director

5.2

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Waldery Rodrigues Junior as Director

5.3

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Marcelo Serfaty as Director

5.4

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Rubem de Freitas Novaes as Director

5.5

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Debora Cristina Fonseca as Director Appointed

by the Employees

5.6

Page 14 of 202



Banco do Brasil SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Paulo Roberto Evangelista de Lima as Director Appointed by Minority Shareholder

5.7

Mgmt Abstain None Do You Wish to Adopt Cumulative Voting for the Election of the Members of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law?

6

Mgmt Abstain None As an Ordinary Shareholder, Would You like to Request a Separate Minority Election of a Member of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate

Law?

7


Mgmt For For Elect Rafael Cavalcanti de Araujo as Fiscal Council Member and Marcia Fernanda de

Oliveira Tapajos as Alternate

8.1

Mgmt For For Elect Phelippe Toledo Pires de Oliveira as Fiscal Council Member and Ieda Aparecida de Moura

Araujo as Alternate

8.2

Mgmt For For Elect Aldo Cesar Martins Braido as Fiscal Council Member and Respective Alternate

8.3

SH For None Elect Aloisio Macario Ferreira de Souza as Fiscal Council Member and Robert Juenemann as

Alternate Appointed by Minority Shareholder

8.4

Mgmt For For Approve Remuneration of Fiscal Council Members

9

Mgmt For For Approve Remuneration of Company's Management

10

Mgmt Against For Approve Remuneration of Audit Committee Members

11


Banco Santander (Brasil) SA


Meeting Type: Annual Ticker: SANB11

Primary ISIN: BRSANBCDAM13 Primary SEDOL: B4V5RY4

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports for Fiscal Year Ended Dec. 31, 2018 Mgmt For For

Page 15 of 202



Banco Santander (Brasil) SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Fix Number of Directors at Ten 3


4


Mgmt For For Elect Directors 5

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

Mgmt Against None In Case There is Any Change to the Board Slate Composition, May Your Votes Still be Counted

for the Proposed Slate?

6


Mgmt Abstain None In Case Cumulative Voting Is Adopted, Do You Wish to Equally Distribute Your Votes Among the Nominees?

7



Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Alvaro Antonio Cardoso de Souza as Director

8.1

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Sergio Agapito Lires Rial as Director

8.2

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Celso Clemente Giacometti as Director

8.3

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Conrado Engel as Director

8.4

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Deborah Patricia Wright as Director

8.5

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Deborah Stern Vieitas as Director

8.6

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Jose Antonio Alvarez Alvarez as Director

8.7

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Jose de Paiva Ferreira as Director

8.8

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Jose Maria Nus Badia as Director

8.9

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Marilia Artimonte Rocca as Director

8.10

Page 16 of 202




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Law?

9


Mgmt Against For Approve Remuneration of Company's Management

10

Voter Rationale: We urge the board to take immediate steps to provide shareholders with the information referred to in item 13 of the Reference Form in CVM Instruction 480.

Mgmt For None Do You Wish to Request Installation of a Fiscal Council, Under the Terms of Article 161 of the

Brazilian Corporate Law?

11



Meeting Type: Annual/Special Ticker: SANB11


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Annual Meeting

Mgmt For For Accept Financial Statements and Statutory

Reports for Fiscal Year Ended Dec. 31, 2018 1


Mgmt For For Fix Number of Directors at Ten 3

Mgmt For For Elect Directors 4a


Mgmt Against None In Case There is Any Change to the Board Slate Composition, May Your Votes Still be Counted for the Proposed Slate?

4b



5


Page 17 of 202




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Special Meeting

Mgmt For For Amend Articles 21 and 24 1




Meeting Type: Special Ticker: SANB11


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Articles 21 and 24 Mgmt For For


Banco Santander Mexico SA Institucion de Banca Multiple


Meeting Type: Annual Ticker: BSMXB

Primary ISIN: MX41BS060005 Primary SEDOL: BF1FXN2

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Meeting for Series F and B Shareholders Mgmt

Mgmt For For Accept Financial Statements 1.1

Mgmt For For Accept Auditor's Report 1.2

Mgmt For For Approve Allocation of Income and Share

Repurchase Reserve 2

Mgmt For For Receive Executive Chairman and CEO's Reports 3

Mgmt For For Receive Report on Board's Opinion on Executive

Chairman and CEO's Reports 4

Mgmt For For Receive Board's Report on Principal Policies and

Accounting and Information Criteria 5

Page 18 of 202



Banco Santander Mexico SA Institucion de Banca Multiple Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Receive Report on Adherence to Fiscal

Obligations 6

Mgmt For For Receive Report on Activities and Operations

Undertaken by Board 7

Mgmt For For Receive Report on Activities of Audit, Corporate Practices, Nominations and Compensations Committees

8

Mgmt For For Elect and Ratify Directors and Their Alternates Representatives of Series F and B Shareholders; Fix Their Remuneration

9


Mgmt For For Approve Cash Dividends 10


11



Meeting Type: Special Ticker: BSMXB


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Special Meeting for Series B Shareholders Mgmt

Mgmt For For Elect or Ratify Directors and Commissioners

Representing Series B Shareholders 1


Mgmt For For Authorize Board to Ratify and Execute Approved

Resolutions 2



Meeting Type: Annual/Special Ticker: BSMXB


Page 19 of 202




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Special Meeting Agenda

Mgmt For For Elect or Ratify Directors and Commissioners

Representing Series B Shareholders 1



Resolutions 2

Mgmt Ordinary Meeting Agenda


Reports 1

Mgmt For For Approve Allocation of Income and Share

Repurchase Reserve 2

Mgmt For For Receive Executive Chairman and CEO's Reports 3

Mgmt For For Receive Report on Board's Opinion on Executive

Chairman and CEO's Reports 4

Mgmt For For Receive Board's Report on Principal Policies and

Accounting and Information Criteria 5

Mgmt For For Receive Report on Adherence to Fiscal

Obligations 6

Mgmt For For Receive Report on Activities and Operations

Undertaken by Board 7

Mgmt For For Receive Report on Activities of Audit, Corporate Practices, Nominations and Compensations Committees

8

Mgmt For For Elect and Ratify Directors and Their Alternates Representatives of Series F and B Shareholders; Fix Their Remuneration

9

Mgmt For For Approve Cash Dividends 10


Resolutions 11

Bank of China Limited



Primary ISIN: CNE1000001Z5 Primary SEDOL: B154564

Page 20 of 202



Bank of China Limited

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Approve 2018 Work Report of Board of Directors 1

Mgmt For For Approve 2018 Work Report of Board of

Supervisors 2

Mgmt For For Approve 2018 Annual Financial Report 3


Mgmt For For Approve 2019 Annual Budget for Fixed Assets

Investment 5

Mgmt For For Approve Ernst & Young Hua Ming LLP as

External Auditor 6

Mgmt For For Elect Zhang Jiangang as Director 7

Mgmt For For Elect Martin Cheung Kong Liao as Director 8

Mgmt For For Elect Wang Changyun as Director 9

Mgmt For For Elect Angela Chao as Director 10

Mgmt For For Elect Wang Xiquan as Supervisor 11

Mgmt For For Elect Jia Xiangsen as Supervisor 12

Mgmt For For Elect Zheng Zhiguang as Supervisor 13

Mgmt For For Approve 2017 Remuneration Distribution Plan of

Directors 14

Mgmt For For Approve 2017 Remuneration Distribution Plan of

Supervisors 15



Mgmt For For Approve Issuance of Bonds 17

Mgmt For For Approve Issuance of Write-down Undated

Capital Bonds 18

Mgmt For For Approve Issuance of Qualified Write-down Tier

2 Capital Instruments 19

SH For For Elect Tan Yiwu as Director 20

BeiGene Ltd.



Primary ISIN: KYG1146Y1017 Primary SEDOL: BGDY260

Page 21 of 202



BeiGene Ltd.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Elect Director Ranjeev Krishana 1

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Mgmt Against For Elect Director Xiaodong Wang 2

Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Mgmt For For Elect Director Qingqing Yi 3


Mgmt For For Elect Director Jing-Shyh (Sam) Su 4


Mgmt For For Ratify Ernst & Young Hua Ming LLP and Ernst & Young as Auditors

5

Mgmt Against For Authorize the Board of Directors to Issue, Allot, or Deal with Unissued Ordinary Shares and/or

American Depositary Shares

6


Mgmt Against For Approve Connected Person Placing Authorization 7


Mgmt Against For Advisory Vote to Ratify Named Executive

Officers' Compensation 8

Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. In addition, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Moreover, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Lastly, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Page 22 of 202



Beijing Enterprises Water Group Ltd.

Meeting Date: 05/31/2019 Country: Bermuda


Primary ISIN: BMG0957L1090 Primary SEDOL: B01YCG0

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For


Mgmt For For Elect Jiang Xinhao as Director 3.1

Voter Rationale: Executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. In addition, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.

Mgmt For For Elect Zhou Min as Director 3.2

Mgmt For For Elect Ke Jian as Director 3.3

Voter Rationale: Executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. In addition, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.

Mgmt For For Elect Li Li as Director 3.4

Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.

Mgmt Against For Elect Shea Chun Lok Quadrant as Director 3.5

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

Mgmt For For Authorize Board to Fix Remuneration of

Directors 3.6

Mgmt For For Approve Ernst & Young as Auditors and

Authorize Board to Fix Their Remuneration 4

Voter Rationale: We do not currently advocate a specific term limit for auditors, but we are increasingly aware that there is value in gaining new perspectives on finances and controls. Companies who have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.



6




Page 23 of 202



Braskem SA


Meeting Type: Annual Ticker: BRKM5

Primary ISIN: BRBRKMACNPA4 Primary SEDOL: B0774N4

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Meeting for Preferred Shareholders Mgmt

Mgmt For None As a Preferred Shareholder, Would You like to Request a Separate Minority Election of a Member of the Fiscal Council, Under the Terms of Article 141 of the Brazilian Corporate Law?

1

SH For None Elect Patricia Gracindo Marques de Assis Bentes as Fiscal Council Member and Marcelo Gasparino da Silva as Alternate Appointed by Preferred Shareholder

2

BRF SA


Meeting Type: Annual/Special Ticker: BRFS3

Primary ISIN: BRBRFSACNOR8 Primary SEDOL: 2036995

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Ordinary General Shareholders' Meeting



Mgmt Against For Approve Remuneration of Company's

Management 2


Mgmt Against For Approve 2019 Global Compensation Cap in the

Amount of BRL 118.3 Million 3


Mgmt For For Elect Attilio Guaspari as Fiscal Council Member and Susana Hanna Stiphan Jabra as Alternate

4a

Page 24 of 202



BRF SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Maria Paula Soares Aranha as Fiscal Council Member and Monica Hojaij Carvalho Molina as Alternate

4b

Mgmt For For Elect Andre Vicentini as Fiscal Council Member

and Valdecyr Maciel Gomes as Allternate 4c


Members 5

Mgmt Extraordinary General Shareholders' Meeting

Mgmt Against For Amend Share Matching Plan 1

Voter Rationale: Incentive awards to executives should have clearly disclosed and stretching performance targets to reward strong performance and long-term value creation.

Brilliance China Automotive Holdings Limited



Primary ISIN: BMG1368B1028 Primary SEDOL: 6181482

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt For For Elect Yan Bingzhe as Director 2A

Mgmt For For Elect Qian Zuming as Director 2B

Mgmt For For Elect Zhang Wei as Director 2C


Directors 2D

Mgmt For For Approve Grant Thornton Hong Kong Limited as Auditors and Authorize Board to Fix Their Remuneration

3


Securities without Preemptive Rights 4A





Page 25 of 202



Brilliance China Automotive Holdings Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Adopt New Share Option Scheme and Authorize Board to Deal With All Matters in Relation to the New Share Option Scheme

5

Voter Rationale: Share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, share-based incentive plans for executives and employees should be submitted to shareholder approval as separate voting items. Incentive awards to executives should have clearly disclosed and stretching performance targets to reward strong performance and long-term value creation.

Catcher Technology Co. Ltd.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction





Mgmt For For Approve Amendments to Rules and Procedures

Regarding Shareholder's General Meeting 4

Mgmt For For Approve Amendments to Procedures Governing

the Acquisition or Disposal of Assets 5

Mgmt For For Amend Procedures for Endorsement and

Guarantees 6


Parties 7

Mgmt For For Approve Raising Funds by Issuance of Ordinary

Shares or Issuance of Global Depository Receipt 8

Mgmt ELECT NON-INDEPENDENT AND INDEPENDENT

DIRECTORS VIA CUMULATIVE VOTING

Mgmt For For Elect SHUI-SHU HUNG, with SHAREHOLDER

NO. 3, as Non-Independent Director 9.1


Page 26 of 202



Catcher Technology Co. Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect TIEN-SZU HUNG, with SHAREHOLDER NO.

5, as Non-Independent Director 9.2

Mgmt For For Elect SHUI SUNG HUNG, with SHAREHOLDER

NO. 4, as Non-Independent Director 9.3

Mgmt Against For Elect MENG HUAN LEI, with ID NO.

E121040XXX, as Non-Independent Director 9.4

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

Mgmt For For Elect WEN-CHE TSENG, with ID NO. S100450XXX, as Independent Director

9.5

Mgmt For For Elect TSORNG JUU LIANG, with ID NO. S120639XXX, as Independent Director

9.6

Mgmt For For Elect MENG-YANG CHENG (Cheng Ming-Yang), with ID NO. R120715XXX, as Independent

Director

9.7

Mgmt Against For Approve Release of Restrictions of Competitive Activities of Newly Appointed Directors

10


Cathay Financial Holdings Co. Ltd.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

AGENDA FOR COMMON SHAREHOLDERS ONLY Mgmt

Mgmt For For Approve Business Operations Report and

Financial Statements 1


Mgmt For For Approve Cash Distribution from Capital Reserve 3


Mgmt For For Amend Procedures Governing the Acquisition or

Disposal of Assets 5

Mgmt For For Amend Rules and Procedures for Election of

Directors 6

Page 27 of 202



Cathay Financial Holdings Co. Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt AGENDA FOR COMMON AND PREFERRED

SHAREHOLDERS

Mgmt For For Approve to Raise Long-term Capital 7

Mgmt AGENDA FOR COMMON SHAREHOLDERS ONLY

Mgmt ELECT NON-INDEPENDENT DIRECTORS AND INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING

Mgmt For For Elect Cheng-Ta Tsai, a Representative of Chia Yi Capital Co., Ltd. with Shareholder No. 572870, as Non-Independent Director

8.1


Mgmt For For Elect Hong-Tu Tsai with Shareholder No. 1372, as Non-Independent Director

8.2

Voter Rationale: For companies without an independent chairman, a senior independent director should be appointed to serve as an additional safeguard and point of communication for shareholders.A vote FOR this nominee is warranted since their removal from the board would be expected to have a material negative impact on shareholder value.

Mgmt For For Elect Cheng-Chiu Tsai, a Representative of Chen-Sheng Industrial Co., Ltd. with Shareholder No. 552922, as Non-Independent Director

8.3

Voter Rationale: A vote FOR this nominee is warranted since their removal from the board would be expected to have a material negative impact on shareholder value.

Mgmt Against For Elect Tsu-Pei Chen, a Representative of Culture and Charity Foundation of the CUB with Shareholder No. 579581, as Non-Independent

Director

8.4

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

Mgmt Against For Elect Chi-Wei Joong, a Representative of Chia Yi Capital Co., Ltd. with Shareholder No. 572870, as Non-Independent Director

8.5


Mgmt Against For Elect Andrew Ming-Jian Kuo, a Representative of Culture and Charity Foundation of the CUB with Shareholder No. 579581, as Non-Independent

Director

8.6

Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.Executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt Against For Elect Tiao-Kuei Huang, a Representative of Cathay Life Insurance Co., Ltd. Employees' Welfare Committee with Shareholder No. 1237, as Non-Independent Director

8.7


Page 28 of 202



Cathay Financial Holdings Co. Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Ming- Ho Hsiung, a Representative of Cathay Life Insurance Co., Ltd. Employees' Welfare Committee with Shareholder No. 1237, as Non-Independent Director

8.8


Mgmt For For Elect Chang-Ken Lee, a Representative of Cathay Life Insurance Co., Ltd. Employees' Welfare Committee with Shareholder No. 1237, as Non-Independent Director

8.9

Voter Rationale: A vote FOR this nominee is warranted since their removal from the board would be expected to have a material negative impact on shareholder value.

Mgmt Against For Elect Feng-Chiang Miau with ID No. A131723XXX as Independent Director

8.10

Voter Rationale: Executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.In addition, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.

Mgmt Against For Elect Edward Yung Do Way with ID No. A102143XXX as Independent Director

8.11

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

Mgmt For For Elect Li-Ling Wang with ID No. M220268XXX as

Independent Director 8.12

Mgmt For For Elect Tang-Chieh Wu with ID No. R120204XXX


Mgmt For For Approve Discussion on the Relief of Certain Directors from their Non-Competition Obligations

9

CCR SA


Meeting Type: Annual Ticker: CCRO3

Primary ISIN: BRCCROACNOR2 Primary SEDOL: 2840970

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For Against

Voter Rationale: The auditors have qualified their opinion in evaluation of accounts.

Mgmt For For Approve Capital Budget 2

Page 29 of 202



CCR SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Fix Number of Directors at 12 4


5


Mgmt Against For Elect Ana Maria Marcondes Penido Sant'Anna as Board Chairman and Eduarda Penido Dalla

Vecchia as Alternate

6.1

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

Mgmt Against For Elect Luiz Carlos Cavalcanti Dutra Junior as Director and Nelson Tambelini Junior as

Alternate

6.2

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

Mgmt Against For Elect Ricardo Coutinho de Sena as Vice-Chairman and Jose Henrique Braga Polido Lopes as Alternate

6.3


Mgmt Against For Elect Fernando Luiz Aguiar Filho as Director and

Leonardo de Almeida Massa as Alternate 6.4


Mgmt Against For Elect Paulo Roberto Reckziegel Guedes as Director and Tarcisio Augusto Carneiro as Alternate

6.5

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

Mgmt Against For Elect Henrique Sutton de Sousa Neves as Director and Rosa Evangelina Penido Dalla Vecchia as Alternate

6.6


Page 30 of 202



CCR SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Renato Torres de Faria as Director and

Paulo Marcio de Oliveira Monteiro as Alternate 6.7


Mgmt Against For Elect Luis Claudio Rapparini Soares as Director and Eduardo Penido Sant'Anna as Alternate

6.8


Mgmt Against For Elect Flavio Mendes Aidar as Director and Livio Hagime Kuze as Alternate

6.9


Mgmt For For Elect Eduardo Bunker Gentil as Independent Director

6.10

Mgmt Against For Elect Luiz Alberto Colonna Rosman as Independent Director

6.11

Voter Rationale: A vote FOR candidate Eduardo Bunker Gentil (Item 6.10) is warranted as he is a new independent nominee.Votes AGAINST the new non-independent nominee Luis Claudio Rapparini Soares, as well as the incumbent candidates are warranted given the proposed board's lack of overall independence and the concerns regarding material failures of governance and potential breach of fiduciary duty from the company's administrators.

Mgmt Against For Elect Leonardo Porciuncula Gomes Pereira as




7

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

Mgmt APPLICABLE ONLY IF CUMULATIVE VOTING IS ADOPTED - If You Vote FOR on Item 7, Votes Will Be Automatically Distributed in Equal % Amongst Below Nominees. If You Vote AGST, Contact Your Client Service Rep to Disproportionately Allocate % of Votes

Mgmt Abstain None Elect Ana Maria Marcondes Penido Sant'Anna as Board Chairman and Eduarda Penido Dalla Vecchia as Alternate

8.1


Mgmt Abstain None Elect Luiz Carlos Cavalcanti Dutra Junior as Director and Nelson Tambelini Junior as

Alternate

8.2


Page 31 of 202



CCR SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Abstain None Elect Ricardo Coutinho de Sena as Vice-Chairman and Jose Henrique Braga Polido Lopes as Alternate

8.3


Mgmt Abstain None Elect Fernando Luiz Aguiar Filho as Director and Leonardo de Almeida Massa as Alternate

8.4


Mgmt Abstain None Elect Paulo Roberto Reckziegel Guedes as Director and Tarcisio Augusto Carneiro as

Alternate

8.5


Mgmt Abstain None Elect Henrique Sutton de Sousa Neves as Director and Rosa Evangelina Penido Dalla Vecchia as Alternate

8.6


Mgmt Abstain None Elect Renato Torres de Faria as Director and

Paulo Marcio de Oliveira Monteiro as Alternate 8.7


Mgmt Abstain None Elect Luis Claudio Rapparini Soares as Director

and Eduardo Penido Sant'Anna as Alternate 8.8


Mgmt Abstain None Elect Flavio Mendes Aidar as Director and Livio

Hagime Kuze as Alternate 8.9


Mgmt Abstain None Elect Eduardo Bunker Gentil as Independent Director

8.10


Mgmt Abstain None Elect Luiz Alberto Colonna Rosman as Independent Director

8.11


Mgmt Abstain None Elect Leonardo Porciuncula Gomes Pereira as Independent Director

8.12


Page 32 of 202



CCR SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Law?

9


Mgmt Against For Appoint Ana Maria Marcondes Penido Sant'Anna as Board Chairman and Ricardo Coutinho de

Sena as Vice-Chairman

10

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



11

Mgmt For For Elect Piedade Mota da Fonseca as Fiscal Council Member and Eraldo Soares Pecanha as

Alternate

12.1

Mgmt For For Elect Adalgiso Fragoso de Faria as Fiscal Council Member and Marcelo de Andrade as Alternate

12.2

Mgmt For For Elect Fernando Santos Salles as Fiscal Council Member and Marina Rosenthal Rocha as

Alternate

12.3


13



14

CCR SA


Meeting Type: Special Ticker: CCRO3

Primary ISIN: BRCCROACNOR2 Primary SEDOL: 2840970

Page 33 of 202



CCR SA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Ratify Contracts between Company and Former Administrators Re: Collaboration Program and Waive Lawsuit Against Former Directors

Involved in the Collaboration Program

Mgmt For Against

Voter Rationale: We voted against as the terms of the Incentive Collaboration Agreement proposed do not appear to be in the best interest of the company's unaffiliated shareholders

Cencosud SA

Meeting Date: 04/30/2019 Country: Chile

Meeting Type: Annual Ticker: CENCOSUD

Primary ISIN: CL0000000100 Primary SEDOL: B00R3L2

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

a Approve Financial Statements and Statutory Reports

Mgmt For For

Mgmt For For Approve Allocation of Income and Dividends of CLP 10 Per Share

b

Mgmt For For Approve Dividend Policy c

Mgmt Against For Elect Directors d

Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. Additionally, the board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board.

Mgmt For For Approve Remuneration of Directors e

Mgmt For For Approve Remuneration and Budget of Directors'

Committee f

Mgmt For For Receive Report on Expenses of Directors and

Directors' Committee g

Mgmt Against For Appoint Auditors h

Voter Rationale: Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor.

Mgmt For For Designate Risk Assessment Companies i

Mgmt For For Receive Report of Directors' Committee; Receive Report Regarding Related-Party Transactions

j

Mgmt For For Receive Report on Oppositions Recorded on Minutes of Board Meetings

k

Page 34 of 202



Cencosud SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Designate Newspaper to Publish

Announcements l

Mgmt Against For Other Business m

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

Cencosud SA


Meeting Type: Special Ticker: CENCOSUD

Primary ISIN: CL0000000100 Primary SEDOL: B00R3L2

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

a Authorize Share Repurchase for Executives Compensation Plan

Mgmt For Against


Central Pattana Public Co. Ltd.

Meeting Date: 04/26/2019 Country: Thailand

Meeting Type: Annual Ticker: CPN

Primary ISIN: TH0481B10Z00 Primary SEDOL: B6SR7L4

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Acknowledge Minutes of Previous Meeting Mgmt

Mgmt Acknowledge Company's Performance 2

Mgmt For For Approve Financial Statements 3

Mgmt For For Approve Dividend Payment 4

Mgmt For For Elect Veravat Chutichetpong as Director 5.1

Mgmt Against For Elect Sudhisak Chirathivat as Director 5.2

Voter Rationale: For companies without an independent chairman, the board should have at least 50% independent directors.

Mgmt Against For Elect Kobchai Chirathivat as Director 5.3


Page 35 of 202



Central Pattana Public Co. Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Prin Chirathivat as Director 5.4


Mgmt Against For Approve Remuneration of Directors 6

Voter Rationale: Variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.

Mgmt For For Approve KPMG Poomchai Audit Limited as Auditors and Authorize Board to Fix Their Remuneration

7

Mgmt Against For Other Business 8


China Communications Services Corp. Ltd.


Meeting Type: Special Ticker: 552

Primary ISIN: CNE1000002G3 Primary SEDOL: B1HVJ16

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Financial Services Framework Agreement, Proposed Annual Caps and Related Transactions

Mgmt For Against

Voter Rationale: In the absence of compelling economic rationale such pooling of the group’s cash through an unlisted financial vehicle may give the parent company control over the listed company’s finances.

China Conch Venture Holdings Limited



Primary ISIN: KYG2116J1085 Primary SEDOL: BH7HM06

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Page 36 of 202



China Conch Venture Holdings Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Guo Jingbin as Director 3a

Voter Rationale: For companies without an independent chairman, a senior independent director should be appointed to serve as an additional safeguard and point of communication for shareholders. In addition, executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For For Elect Li Daming as Director 3b

Mgmt For For Elect Chan Kai Wing as Director 3c

Mgmt Against For Elect Chang Zhangli as Director 3d

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


3e

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

4



6




China Construction Bank Corporation



Primary ISIN: CNE1000002H1 Primary SEDOL: B0LMTQ3

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Mgmt For For Approve 2018 Report of the Board of Supervisors

2

Mgmt For For Approve 2018 Final Financial Accounts 3


Page 37 of 202



China Construction Bank Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Budget for 2019 Fixed Assets

Investment 5

Mgmt For For Approve Remuneration Distribution and

Settlement Plan for Directors in 2017 6

Mgmt For For Approve Remuneration Distribution and

Settlement Plan for Supervisors in 2017 7

Mgmt For For Elect Liu Guiping as Director 8

Mgmt For For Elect Murray Horn as Director 9

Mgmt For For Elect Graeme Wheeler as Director 10

Mgmt For For Elect Zhao Xijun as Supervisor 11

Mgmt For For Approve Ernst & Young Hua Ming LLP as Domestic Auditor and Ernst & Young as International Auditor and Authorize Board to Fix Their Remuneration

12

Mgmt For For Approve Issuance of Write-down Undated

Capital Bonds 13

Mgmt For For Approve Issuance of Write-down Eligible

Tier-two Capital Instruments 14

SH For For Elect Tian Bo as Director 15

SH For For Elect Xia Yang as Director 16

China Development Financial Holding Corp.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

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






Page 38 of 202



China Development Financial Holding Corp. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt ELECT 6 NON-INDEPENDENT DIRECTORS OUT

OF 7 CANDIDATES VIA CUMULATIVE VOTING

Mgmt For For Elect Chia-Juch Chang, Representative of Chi Jie Investment Co., Ltd., with Shareholder No. 01115973, as Non-Independent Director

6.1


Mgmt For For Elect Alan Wang, Representative of Chi Jie Investment Co., Ltd., with Shareholder No.

01115973, as Non-Independent Director

6.2


Mgmt For For Elect Daw-Yi Hsu, Representative of Jing Hui Investment Co., Ltd., with Shareholder No.


6.3

Mgmt For For Elect Mark Wei, Representative of Jing Hui Investment Co., Ltd., with Shareholder No.


6.4

Mgmt For For Elect Yu-Ling Kuo, Representative of GPPC Chemical Corp., with Shareholder No.


6.5

Mgmt For For Elect Paul Yang, with ID No. A123777XXX, as Non-Independent Director

6.6


SH Do Not Vote Against Elect Shu-Chen Wang, Representative of Bank of Taiwan Co., Ltd., with Shareholder No. 163, as Non-Independent Director

6.7

Voter Rationale: A vote AGAINST non-independent director nominee under Item 6.7 is warranted given the lack of relevant experience compared to the other nominees.

Mgmt ELECT INDEPENDENT DIRECTORS VIA

CUMULATIVE VOTING

Mgmt For For Elect Hsiou-Wei, Lin, with ID No. A121298XXX,


Mgmt For For Elect Tyzz-Jiun DUH, with ID No. T120363XXX,


Mgmt For For Elect Hsing-Cheng Tai, with ID No.

H101424XXX, as Independent Director 6.10

Mgmt For For Approve Release of Restrictions on Competitive Activities of Newly Appointed Directors and Representatives

7

Page 39 of 202



China Everbright International Limited

Meeting Date: 05/22/2019 Country: Hong Kong


Primary ISIN: HK0257001336 Primary SEDOL: 6630940

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For


Mgmt For For Elect Cai Yunge as Director 3.1


Mgmt For For Elect Wang Tianyi as Director 3.2


Mgmt For For Elect Zhai Haitao as Director 3.3

Mgmt For For Elect Suo Xuquan as Director 3.4

Mgmt For For Authorize Board to Fix the Remuneration of the Directors

3.5

Mgmt For For Approve Ernst & Young as Auditor and Authorize Board to Fix Their Remuneration

4


Securities without Preemptive Rights 5.1


Mgmt For For Authorize Repurchase of Issued Share Capital 5.2

Mgmt Against For Authorize Reissuance of Repurchased Shares 5.3


China Everbright Limited




Page 40 of 202



China Everbright Limited

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Mgmt For For Elect Cai Yunge as Director 3a


Mgmt Elect Chen Shuang as Director 3b

Mgmt Against For Elect Lin Zhijun as Director 3c

Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Also, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For For Elect Law Cheuk Kin, Stephen as Director 3d


3e

Mgmt For For Elect Zhao Wei as Director 3f

Mgmt For For Elect Tang Chi Chun, Richard as Director 3g


4


5





China Medical System Holdings Ltd.



Primary ISIN: KYG211081248 Primary SEDOL: B6WY993

Page 41 of 202



China Medical System Holdings Ltd.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Mgmt For For Elect Chen Yanling as Director 3a

Mgmt For For Elect Cheung Kam Shing, Terry as Director 3b

Mgmt For For Elect Leung Chong Shun as Director 3c


Directors 3d

Mgmt Against For Appoint Deloitte Touche Tohmatsu as Auditors

and Authorize Board to Fix Their Remuneration 4



5





China Mengniu Dairy Company Limited



Primary ISIN: KYG210961051 Primary SEDOL: B01B1L9

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For


Mgmt For For Elect Tim Orting Jorgensen as Director and Authorize Board to Fix His Remuneration

3a

Mgmt For For Elect Zhang Xiaoya as Director and Authorize Board to Fix His Remuneration

3b

Page 42 of 202



China Mengniu Dairy Company Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Yau Ka Chi as Director and Authorize

Board to Fix His Remuneration 3c

Mgmt For For Elect Chen Lang as Director and Authorize

Board to Fix His Remuneration 3d




Mgmt For For Approve Issuance of Equity or Equity-Linked


China Mobile Limited




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


Mgmt For For Elect Yang Jie as Director 3.1

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

Mgmt For For Elect Dong Xin as Director 3.2


Mgmt Against For Elect Moses Cheng Mo Chi as Director 4.1

Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For For Elect Yang Qiang as Director 4.2

Mgmt For For Approve PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP as Auditors and Authorize Board to Fix Their Remuneration

5


Page 43 of 202



China Mobile Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction






China Mobile Ltd.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1


Mgmt For For Elect Yang Jie as Director 3.1

Mgmt For For Elect Dong Xin as Director 3.2

Mgmt Against For Elect Moses Cheng Mo Chi as Director 4.1

Mgmt For For Elect Yang Qiang as Director 4.2

Mgmt For For Approve PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP as Auditors and Authorize Board to Fix Their

Remuneration

5





China Molybdenum Co., Ltd.



Primary ISIN: CNE100000114 Primary SEDOL: B1VRCG6

Page 44 of 202




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Approve 2018 Financial Report and Financial

Statements 1


Mgmt For For Approve 2019 Budget Report 2




Mgmt For For Approve 2018 Report of the Supervisory Committee

5


Mgmt For For Approve 2018 Annual Report 6


Mgmt For For Approve Appointment of 2019 External Auditor 7


Mgmt For For Approve Purchase of Structured Deposit with

Internal Idle Fund 8

Mgmt For For Approve Purchase of Wealth Management or Entrusted Wealth Management Products with Internal Idle Funds

9

Mgmt For For Approve Provision of Financial Guarantee to

Direct or Indirect Wholly-owned Subsidiaries 10

Mgmt For For Authorize Board to Deal with All Matters in Relation to the Distribution of 2019 Interim and Quarterly Dividend

11

Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights for A Shares and/or H Shares

12


Mgmt For For Authorize Repurchase of Issued H Share Capital 13

Mgmt For For Approve Material Asset Acquisition of the Company Satisfying Conditions of Material Asset Reorganization of Listed Companies

14

Mgmt For For Approve Plan of Material Asset Acquisition of the

Company 15

Page 45 of 202



China Molybdenum Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Material Approve Asset Acquisition of the Company Not Constituting a Related Party Transaction

16

Mgmt For For Approve Material Asset Acquisition of the

Company Not Constituting a Reverse Takeover 17

Mgmt For For Approve Material Asset Acquisition of the Company Satisfying the RequirementsUnder Article 4 of the Regulations Concerning the Standardization of Certain Issues of Material

Asset Reorganization of Listed Companies

18

Mgmt For For Approve Explanation of Whether the Fluctuation in Share Price as a Result of the Material Asset Acquisition Reached the Relevant Standards Under Article 5 of the Notice

19

Mgmt For For Approve Material Asset Acquisition Report (Draft) of China Molybdenum Co., Ltd. and Its Summary

20

Mgmt For For Approve Effect on Major Financial Indicators from the Dilution of Current Returns as a Result of the Material Asset Acquisition and Its Remedial Measures

21

Mgmt For For Authorize Board to Handle All Matters in

Relation to the Material Asset Acquisition 22

Mgmt For For Approve Shareholder Return Plan For the Next

Three Years (2019 to 2021) 23

SH For For Approve Proposed Provision of Financing

Guarantee to a Joint Venture of the Company 24




Primary ISIN: CNE100000114 Primary SEDOL: B1VRCG6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

CLASS MEETING FOR HOLDERS OF H SHARES Mgmt

Mgmt For For Authorize Repurchase of Issued H Share Capital 1

Page 46 of 202



China National Building Material Company Limited



Primary ISIN: CNE1000002N9 Primary SEDOL: B0Y91C1

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve 2018 Report of the Board of Directors Mgmt For For



Committee 2


Mgmt For For Approve 2018 Auditors' Report and Audited Financial Statements

3


Mgmt For For Approve 2018 Profit Distribution Plan and Final Dividend Distribution Plan

4

Mgmt For For Authorize Board to Deal With All Matters in Relation to the Company's Distribution of

Interim Dividend

5

Mgmt For For Approve Baker Tilly China Certified Public Accountants as Domestic Auditor and Baker Tilly Hong Kong Limited as International Auditor and Authorize Board to Fix Their Remuneration

6

Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights for

Unlisted Shares and H Shares

7


Mgmt For For Approve Issuance of Debt Financing Instruments and Related Transactions

8

China Petroleum & Chemical Corp.



Primary ISIN: CNE1000002Q2 Primary SEDOL: 6291819

Page 47 of 202



China Petroleum & Chemical Corp.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Approve Report of the Board of Directors 1

Mgmt For For Approve Report of the Board of Supervisors 2

Mgmt For For Approve 2018 Financial Reports 3


Mgmt For For Approve Interim Profit Distribution Plan 5

Mgmt For For Approve PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers as External Auditors and Authorize Board to Fix Their

Remuneration

6

Mgmt Against For Approve Issuance of Debt Financing

Instruments 7



Mgmt For For Amend Articles of Association and Authorize Secretary to the Board to Represent Sinopec Corp. in Handling Relevant Formalities for

Amendments

9

China Taiping Insurance Holdings Company Limited




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For


Mgmt For For Elect Luo Xi as Director 3a1


Page 48 of 202



China Taiping Insurance Holdings Company Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Huang Weijian as Director 3a2


Mgmt Against For Elect Zhu Xiangwen as Director 3a3


Mgmt Against For Elect Zhu Dajian as Director 3a4



3b

Mgmt For For Approve PricewaterhouseCoopers as Auditor and Authorize Board to Fix Their Remuneration

4








China Vanke Co., Ltd.



Primary ISIN: CNE100001SR9 Primary SEDOL: BN320P8

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction





2


Page 49 of 202



China Vanke Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Mgmt For For Approve 2018 Dividend Distribution Plan 4

Mgmt Against For Approve KPMG Huazhen LLP and KPMG as

Auditors 5


Mgmt For For Approve Authorization on the Company and Its Majority-Owned Subsidiaries to Provide Financial

Assistance to Third Parties

6

Mgmt For For Approve Issuance of Debt Financing Instruments

7

Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights for H

Shares

8


Chlitina Holding Ltd.



Primary ISIN: KYG211641017 Primary SEDOL: BGCWLC4

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction









Parties 5


Guarantees 6

Mgmt For For Approve Release of Restrictions of Competitive

Activities of Directors 7

Page 50 of 202



Cia Cervecerias Unidas SA


Meeting Type: Annual Ticker: CCU

Primary ISIN: CLP249051044 Primary SEDOL: 2196189

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Receive Chairman's Report 1

Mgmt For For Approve Consolidated Financial Statements and Statutory Reports

2

Mgmt For For Approve Allocation of Income and Dividends of CLP 358.33 per Share and CLP 716.66 per ADR

to Be Distributed on April 29, 2019

3

Mgmt Present Dividend Policy and Distribution Procedures

4

Mgmt Withhold For Elect Directors 5

Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board.


Mgmt For For Approve Remuneration and Budget of Directors' Committee

7

Mgmt For For Approve Remuneration and Budget of Audit Committee

8

Mgmt Withhold For Appoint Auditors 9a


Mgmt For For Designate Risk Assessment Companies 9b

Mgmt Receive Directors' Committee Report on Activities

10

Mgmt Receive Report Regarding Related-Party Transactions

11

Mgmt Transact Other Business (Non-Voting) 12

CIFI Holdings (Group) Co. Ltd.



Primary ISIN: KYG2140A1076 Primary SEDOL: B8Z00N3

Page 51 of 202



CIFI Holdings (Group) Co. Ltd.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Mgmt For For Elect Lin Zhong as Director 3.1


Mgmt For For Elect Lin Feng as Director 3.2

Mgmt For For Elect Wang Wei as Director 3.3

Mgmt Against For Elect Tan Wee Seng as Director 3.4



3.5

Mgmt For For Approve Deloitte Touche Tohmatsu as Auditors and Authorize Board to Fix Their Remuneration

4


5





CIMC Enric Holdings Ltd.



Primary ISIN: KYG2198S1093 Primary SEDOL: B0M6DX9

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Page 52 of 202



CIMC Enric Holdings Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Elect Wang Caiyong as Director 3.1

Mgmt For For Elect Yien Yu Yu, Catherine as Director 3.2

Mgmt Against For Elect Yu Yuqun as Director 3.3


Mgmt For For Elect Wang Yu as Director 3.4

Mgmt For For Elect Zhang Xueqian as Director 3.5


3.6


4


5





CITIC Limited




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




Mgmt For For Elect Li Qingping as Director 3

Mgmt For For Elect Yan Shuqin as Director 4

Mgmt For For Elect Liu Zhongyuan as Director 5

Mgmt For For Elect Xu Jinwu as Director 6

Page 53 of 202



CITIC Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Gregory Lynn Curl as Director 7

Mgmt For For Approve Not to Fill Up the Vacated Office of Paul Chow Man Yiu Upon His Retirement as a Director

8

Mgmt For For Approve PricewaterhouseCoopers as Auditor






CITIC Securities Co., Ltd.



Primary ISIN: CNE1000016V2 Primary SEDOL: B6SPB49

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

EGM BALLOT FOR HOLDERS OF H SHARES Mgmt

Mgmt For For Approve Updated Plan in Relation to the Acquisition of Assets by Issuance of Shares and Related Party Transaction

1

Mgmt For For Approve Overall Plan of the Transaction 1.01

Mgmt For For Approve Target Assets and Counterparties of

the Transaction 1.02

Mgmt For For Approve Pricing Basis of the Target Asset and

Consideration of the Transaction 1.03

Mgmt For For Approve Payment Methods of the Consideration 1.04

Mgmt For For Approve Term of Payment 1.05

Mgmt For For Approve Contractual Obligations Regarding the Transfer of the Target Assets and Liability for Breach of the Relevant Obligations

1.06

Mgmt For For Approve Profit and Loss Distribution 1.07

Mgmt For For Approve Transfer of the Excluded Assets by

Guangzhou Securities 1.08

Mgmt For For Approve Debt and Personnel Arrangements 1.09

Page 54 of 202



CITIC Securities Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Preliminary Integration Arrangements

Upon Completion of the Transaction 1.10

Mgmt For For Approve Effective Period of the Resolution 1.11

Mgmt For For Approve Way of Issuance 1.12

Mgmt For For Approve Type and Nominal Value of Shares to

be Issued 1.13

Mgmt For For Approve Targets of Issuance and Way of

Subscription 1.14

Mgmt For For Approve Pricing Benchmark Date and Issue

Price 1.15

Mgmt For For Approve Number of Shares to be Issued 1.16

Mgmt For For Approve Lock-up Period 1.17

Mgmt For For Approve Arrangement in Relation to the Accumulated Undistributed Profits of the Company Prior to the Issuance

1.18

Mgmt For For Approve Listing Arrangement 1.19

Mgmt For For Approve Effective Period of the Resolution 1.20

Mgmt For For Approve Transaction Constituting a Related

Party Transaction 2

Mgmt For For Approve Report on the Acquisition of Assets by Issuance of Shares and Related Party Transaction of CITIC Securities Company Limited (Draft) and Its Summary

3

Mgmt For For Approve Agreement on Asset Acquisition by Issuance of Shares and Its Appendix Among the Company, Its Wholly-owned Subsidiary and Specific Parties

4

Mgmt For For Approve Acquisition of Assets by Issuance of Shares Not Constituting a Backdoor Listing as Stipulated in Article 13 of the Administrative Measures for the Significant Asset

Restructurings of Listed Companies

5

Mgmt For For Approve Acquisition of Assets by Issuance of Shares and Related Party Transaction of the Company Complying with Relevant Laws and Regulations

6

Mgmt For For Approve Transaction Complying with Article 4 of the Provisions on Several Issues Concerning Regulating the Significant Asset Restructurings of Listed Companies

7

Mgmt For For Approve Audit Report, the Pro Forma Review Report and the Asset Valuation Report in Relation to the Transaction

8

Page 55 of 202




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Independence of the Appraisal Institution, Reasonableness of the Appraisal Assumptions, Relevance of Appraisal Method Selected to Appraisal Objectives and Status of Assets Under Appraisal and Fairness of the Appraisal Price

9

Mgmt For For Approve Resolution on the Risk Warning on Dilution of Immediate Return and Remedial Measures in Relation to the Transaction

10

Mgmt For For Approve Provision of Guarantee for Guangzhou

Securities by the Company 11

Mgmt For For Authorized Board to Deal with All Matters in

Relation to the Transaction 12

Mgmt For For Elect Zhou Zhonghui as Director 13

Voter Rationale: In the context of increasingly complex international accounting standards, the audit committee benefits from members who have a good and recent understanding of the accounting rules and of the audit process.

CITIC Securities Co., Ltd.



Primary ISIN: CNE1000016V2 Primary SEDOL: B6SPB49

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt ORDINARY RESOLUTIONS

Mgmt For For Approve 2018 Work Report of the Board 1


Mgmt For For Approve 2018 Work Report of the Supervisory Committee

2





Page 56 of 202




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers as PRC and International Auditors Respectively, PricewaterhouseCoopers Zhong Tian LLP as Internal Control Auditor and Fix Their Remuneration

5


Mgmt For For Approve 2019 Estimated Investment Amount for

Proprietary Business 6

Mgmt For For Approve Remuneration of Directors and

Supervisors 8

Mgmt RESOLUTIONS RELATING TO THE ESTIMATION OF RELATED PARTY/CONTINUING CONNECTED TRANSACTIONS CONTEMPLATED IN 2019

Mgmt For For Approve Contemplated Related Party/Connected Transactions Between the Company and Its Subsidiaries and the CITIC Group and Its

Subsidiaries and Associates

9.01

Mgmt For For Approve Contemplated Related Party/Connected Transactions Between the Company and Its Subsidiaries and Other Related/Connected

Parties

9.02

Mgmt For For Approve Contemplated Related Party/Connected Transactions Between the Company and Companies Holding More Than 10% Equity

Interest

9.03

Mgmt For For Approve Contemplated Related Party/Connected Transactions Between the Company and Companies Holding More Than 5% Equity

Interest

9.04

Mgmt SPECIAL RESOLUTIONS

Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights for A Shares and H Shares

7


CNOOC Limited



Primary ISIN: HK0883013259 Primary SEDOL: B00G0S5

Page 57 of 202



CNOOC Limited

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

A1 Accept Financial Statements and Statutory


Mgmt For For Approve Final Dividend A2

Mgmt Against For Elect Wang Dongjin as Director A3

Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Xu Keqiang as Director A4

Mgmt Against For Elect Chiu Sung Hong as Director A5

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

Mgmt For For Elect Qiu Zhi Zhong as Director A6

Mgmt For For Authorize Board to Fix the Remuneration of Directors

A7

Mgmt For For Approve Deloitte Touche Tohmatsu as Independent Auditors and Authorize Board to

Fix Their Remuneration

A8

Mgmt For For Authorize Repurchase of Issued Share Capital B1


B2


Mgmt Against For Authorize Reissuance of Repurchased Shares B3


Commercial International Bank (Egypt) SAE

Meeting Date: 06/12/2019 Country: Egypt

Meeting Type: Special Ticker: COMI

Primary ISIN: EGS60121C018 Primary SEDOL: 6243898

Did Not Vote Due to Ballot Shareblocking

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Extraordinary Business Mgmt

Page 58 of 202



Commercial International Bank (Egypt) SAE Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Do Not Vote For Increase Authorized Capital Up to EGP 50 Billion

and Amend Article 6 of Bylaws 1

Mgmt Do Not Vote For Amend Article 4 of Bylaws 2





Mgmt Do Not Vote For Amend Article 47 bis of Bylaws 7

Mgmt Do Not Vote For Amend Article 55 bis of Bylaws 8

Companhia Siderurgica Nacional


Meeting Type: Annual Ticker: CSNA3

Primary ISIN: BRCSNAACNOR6 Primary SEDOL: B019KX8

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


Mgmt For For Fix Number of Directors 3


4


Mgmt Abstain None Do You Wish to Adopt Cumulative Voting for the Election of the Members of the Board of Directors, Under the Terms of Article 141 of the


5


Mgmt Abstain For Elect Directors 6

Voter Rationale: An ABSTAIN is warranted for the management's board nominees to allow minority shareholders to concentrate their votes on the election of a minority board representative, further analyzed under Item 12.

Page 59 of 202



Companhia Siderurgica Nacional Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against None In Case There is Any Change to the Board Slate Composition, May Your Votes Still be Counted for the Proposed Slate?

7



the Nominees?

8


Mgmt APPLICABLE ONLY IF CUMULATIVE VOTING IS ADOPTED - If You Vote FOR on Item 8, Votes Will Be Automatically Distributed in Equal % Amongst All Nominees. If You Vote AGST, Contact Your Client Service Rep to Disproportionately Allocate % of Votes

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Benjamin Steinbruch as Director

9.1


Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Antonio Bernardo Vieira Maia as Director

9.2


Mgmt Abstain None Percentage of Votes to Be Assigned - Elect

Yoshiaki Nakano as Director 9.3



Miguel Ethel Sobrinho as Director 9.4


Mgmt For None As an Ordinary Shareholder, Would You like to Request a Separate Minority Election of a Member of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate

Law?

10

Mgmt For None Do You Wish to Request Installation of a Fiscal Council, Under the Terms of Article 161 of the Brazilian Corporate Law?

11

SH For None Elect Valmir Pedro Rossi as Director Appointed

by Minority Shareholder 12

Mgmt For None In Case Neither Class of Shares Reaches the Minimum Quorum Required by the Brazilian Corporate Law to Elect a Board Representative in Separate Elections, Would You Like to Use Your Votes to Elect the Candidate with More Votes to Represent Both Classes?

13

Page 60 of 202



Companhia Siderurgica Nacional Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

SH For None Elect Patricia Valente Stierli as Fiscal Council Member and Susana Hanna Stiphan Jabra as Appointed by Minority Shareholder

14

Corporacion America Airports SA

Meeting Date: 05/22/2019 Country: Luxembourg

Meeting Type: Annual Ticker: CAAP

Primary ISIN: LU1756447840 Primary SEDOL: BD45SN0

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Annual Meeting Agenda Mgmt

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

1

Mgmt For For Approve Financial Statements and Statutory Reports

2


Mgmt For For Approve Allocation of Income 3

Mgmt For For Approve Discharge of Directors 4


Mgmt For For Elect Daniel Marx as Director 6

Mgmt For For Appoint PricewaterhouseCoopers as Auditor 7

Mgmt Against For Approve Share Repurchase 8

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

Mgmt For For Amend Articles 11.2 and 11.3 Re: NYSE Convening Requirements of General Meetings

9

Mgmt For For Amend Article 11.9 Re: Minutes and Certified Copies

10

Mgmt For For Amend Article 13.2 Re: Procedure to Convene a Board Meeting

11

Mgmt For For Amend Article 14.2 Re: Signature of Copies or Extracts of Board Minutes

12

Mgmt For For Amend Article 21.3 Re: Availability of Documents at the Registered Office

13

Mgmt For For Amend Articles 5.2 Re: Adjust Clerical Inaccuracy and Add Definition of "General

Meeting"

14

Page 61 of 202



Cosan SA


Meeting Type: Annual Ticker: CSAN3

Primary ISIN: BRCSANACNOR6 Primary SEDOL: B0P72G5

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For



Mgmt For For Fix Number of Directors at Six 3

Mgmt For For Approve Characterization of Dan Ioschpe and Mailson Ferreira da Nobrega as Independent

Directors

4


5


Mgmt For For Elect Rubens Ometto Silveira Mello as Director 6.1


Mgmt For For Elect Marcos Marinho Lutz as Director 6.2

Mgmt For For Elect Marcelo de Souza Scarcela Portela as

Director 6.3

Mgmt Against For Elect Burkhard Otto Cordes as Director 6.4

Mgmt Against For Elect Dan Ioschpe as Director 6.5

Mgmt Against For Elect Mailson Ferreira da Nobrega as Director 6.6


7




Rubens Ometto Silveira Mello as Director 8.1

Page 62 of 202



Cosan SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Marcos Marinho Lutz as Director 8.2


Marcelo de Souza Scarcela Portela as Director 8.3


Burkhard Otto Cordes as Director 8.4

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Dan

Ioschpe as Director 8.5


Mailson Ferreira da Nobrega as Director 8.6

Mgmt For For Install Fiscal Council 9

Mgmt For For Fix Number of Fiscal Council Members at Five 10

Mgmt For For Elect Luiz Carlos Nannini as Fiscal Council Member and Nadir Dancini Barsnulfo as Alternate

11.1

Mgmt For For Elect Marcelo Curti as Fiscal Council Member

and Henrique Ache Pillar as Alternate 11.2

Mgmt For For Elect Edison Carlos Fernandes as Fiscal Council Member and Francisco Silverio Morales Cespede as Alternate

11.3

Mgmt For For Elect Vanessa Claro Lopes as Fiscal Council Member and Carla Alessandra Trematore as Alternate

11.4

Mgmt For For Elect Alberto Asato as Fiscal Council Member

and Edison Andrade de Souza as Alternate 11.5


Management and Fiscal Council 12

Cosan SA


Meeting Type: Special Ticker: CSAN3

Primary ISIN: BRCSANACNOR6 Primary SEDOL: B0P72G5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Ratify Cancellation of Treasury Shares and Amend Article 5 Accordingly

Mgmt For For

Mgmt For For Authorize Capitalization of Reserves and Amend Article 5 Accordingly

2

Mgmt For For Approve Decrease in Board Size and Amend Article 15 Accordingly

3

Page 63 of 202



Cosan SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Amend Articles 26 and 29 4


Country Garden Holdings Co. Ltd.



Primary ISIN: KYG245241032 Primary SEDOL: B1VKYN6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


Mgmt For For Elect Yang Huiyan as Director 3a1


Mgmt For For Elect Mo Bin as Director 3a2

Mgmt For For Elect Song Jun as Director 3a3

Mgmt For For Elect Liang Guokun as Director 3a4

Mgmt Against For Elect Shek Lai Him, Abraham as Director 3a5


Mgmt For For Authorize Board to Fix the Remuneration of

Directors 3b










Page 64 of 202



Country Garden Holdings Co. Ltd.



Primary ISIN: KYG245241032 Primary SEDOL: B1VKYN6

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Issue of Written Call Options Mgmt For For

CRRC Corporation Limited



Primary ISIN: CNE100000BG0 Primary SEDOL: B2R2ZC9

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Approve 2018 Final Financial Accounts Report 1



2



3



Mgmt For For Approve Remuneration of Supervisors 5


Mgmt Against For Approve 2019 Arrangement of Guarantees 7

Voter Rationale: A vote AGAINST this resolution is warranted since the company will be taking in a disproportionate amount of risk relative to its ownership stake without compelling justification.

Mgmt For For Approve Deloitte Touche Tohmatsu Certified Public Accountants LLP and Deloitte Touche Tohmatsu Certified Public Accountants as Auditors as well as Deloitte Touche Tohmatsu CPA LLP as Internal Control Auditors and Authorize Board to Fix Their Remuneration

8

Mgmt For For Elect Chen Zhenhan as Supervisor 9

Page 65 of 202



CRRC Corporation Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Amend Rules and Procedures Regarding General

Meetings of Shareholders 11

Mgmt For For Amend Rules and Procedures Regarding

Meetings of Board of Directors 12

Mgmt For For Amend Rules and Procedures Regarding

Meetings of Board of Supervisors 13

Mgmt Against For Approve Issuance of Debt Financing

Instruments 14


Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights for A

Shares and H Shares

15


Cyrela Brazil Realty SA Empreendimentos e Participacoes


Meeting Type: Annual Ticker: CYRE3

Primary ISIN: BRCYREACNOR7 Primary SEDOL: 2189855

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Mgmt For For Accept Management Statements for Fiscal Year Ended Dec. 31, 2018

2




5


6

Page 66 of 202



Cyrela Brazil Realty SA Empreendimentos e Participacoes


Meeting Type: Special Ticker: CYRE3

Primary ISIN: BRCYREACNOR7 Primary SEDOL: 2189855

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Amend Corporate Purpose and Amend Article 4 Accordingly

Mgmt For Against

Voter Rationale: Changes in company's articles or by-laws should not erode shareholder rights.

Mgmt For For Amend Articles 23, 24, 25 and 30 2

Mgmt For For Amend Article 31 Re: Number of Executives 3

Mgmt For For Amend Article 31 4

Mgmt For For Amend Article 31 Paragraph 1 5

Mgmt For For Amend Articles Re: Novo Mercado 6

Mgmt For For Amend Articles 7



Resolutions 9

Delta Electronics, Inc.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Financial Statements Mgmt For For




3


4


5

Page 67 of 202



Delta Electronics, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Activities of Directors 6

Dino Polska SA

Meeting Date: 06/13/2019 Country: Poland

Meeting Type: Annual Ticker: DNP

Primary ISIN: PLDINPL00011 Primary SEDOL: BD0YVN2

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt

Mgmt For For Elect Meeting Chairman 2

Mgmt Acknowledge Proper Convening of Meeting 3

Mgmt For For Approve Agenda of Meeting 4

Mgmt Receive Management Board Report on Company's and Group's Operations, Financial Statements, and Management Board Proposal

on Allocation of Income and Dividends

5

Mgmt Receive Supervisory Board Reports on Board's Work, Management Board Report on Company's and Group's Operations, Financial Statements, and Management Board Proposal on Allocation of Income and Dividends

6

Mgmt Receive Supervisory Board Requests on Approval of Management Board Report on Company's and Group's Operations, Financial Statements, Management Board Proposal on Allocation of Income and Dividends, and

Discharge of Management Board Members

7

Mgmt For For Approve Management Board Report on Company's Operations

8.1

Mgmt For For Approve Financial Statements 8.2

Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.

Mgmt For For Approve Allocation of Income and Omission of

Dividends 9

Mgmt For For Approve Management Board Report on Group's

Operations 10.1

Mgmt For For Approve Consolidated Financial Statements 10.2

Mgmt For For Approve Discharge of Szymon Piduch (CEO) 11.1

Page 68 of 202



Dino Polska SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Discharge of Michal Krauze

(Management Board Member) 11.2

Mgmt For For Approve Discharge of Tomasz Biernacki

(Supervisory Board Chairman) 12.1

Mgmt For For Approve Discharge of Eryk Bajer (Supervisory

Board Member) 12.2

Mgmt For For Approve Discharge of Pierre Detry (Supervisory

Board Member) 12.3

Mgmt For For Approve Discharge of Slawomir Jakszuk

(Supervisory Board Member) 12.4

Mgmt For For Approve Discharge of Piotr Nowjalis


Mgmt For For Approve Discharge of Maciej Polanowski


Mgmt For For Approve Discharge of Szymon Piduch (CEO) and

Michal Krauze (Management Board Member) 13

Mgmt For For Approve Discharge of Tomasz Biernacki (Supervisory Board Chairman), Maciej Polanowski (Supervisory Board Member), and Eryk Bajer (Supervisory Board Member)

14

Mgmt Close Meeting 15

Emaar Properties PJSC

Meeting Date: 04/22/2019 Country: United Arab Emirates

Meeting Type: Annual Ticker: EMAAR

Primary ISIN: AEE000301011 Primary SEDOL: B01RM25

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Ordinary Business Mgmt

Mgmt For For Approve Board Report on Company Operations for FY 2018

1

Mgmt For For Approve Auditors' Report on Company Financial Statements for FY 2018

2

Mgmt For For Accept Financial Statements and Statutory Reports for FY 2018

3

Mgmt For For Approve Dividends of AED 0.15 per Share 4

Mgmt For For Approve Remuneration of Non-Executive Directors of AED 7,974,000 for FY 2018

5

Page 69 of 202



Emaar Properties PJSC Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Discharge of Directors for FY 2018 6

Mgmt For For Approve Discharge of Auditors for FY 2018 7

Mgmt Against For Ratify Auditors and Fix Their Remuneration for

FY 2019 8


Mgmt Extraordinary Business

Mgmt For For Approve Donations for FY 2019 Up to 2 Percent

of Average Net Profits of FY 2017 and FY 2018 9

Mgmt For For Cancel the Company's Employees Incentive Shares Ownership Plan was Approved on April 22, 2018

10

ENGIE Brasil Energia SA


Meeting Type: Special Ticker: EGIE3

Primary ISIN: BREGIEACNOR9 Primary SEDOL: BD1WX84

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



ENGIE Brasil Energia SA


Meeting Type: Annual Ticker: EGIE3

Primary ISIN: BREGIEACNOR9 Primary SEDOL: BD1WX84

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction





Page 70 of 202



ENGIE Brasil Energia SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Approve Employees' Bonuses 4



Mgmt For For Elect Fiscal Council Members 6

Mgmt Against None In Case One of the Nominees Leaves the Fiscal Council Slate Due to a Separate Minority Election, as Allowed Under Articles 161 and 240 of the Brazilian Corporate Law, May Your Votes

Still Be Counted for the Proposed Slate?

7


Erste Group Bank AG

Meeting Date: 05/15/2019 Country: Austria

Meeting Type: Annual Ticker: EBS

Primary ISIN: AT0000652011 Primary SEDOL: 5289837

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Receive Financial Statements and Statutory

Reports for Fiscal 2018 (Non-Voting) Mgmt

Mgmt For For Approve Allocation of Income and Dividends of

EUR 1.40 per Share 2

Mgmt For For Approve Discharge of Management Board for

Fiscal 2018 3

Mgmt Against For Approve Discharge of Supervisory Board for

Fiscal 2018 4

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

Mgmt For For Ratify PwC as Auditors for Fiscal 2019 5

Mgmt For For Approve Increase in Size of Supervisory Board

to Thirteen Members 6

Mgmt For For Reelect Elisabeth Senger-Weiss as Supervisory

Board Member 7.1

Mgmt Against For Elect Matthias Bulach as Supervisory Board

Member 7.2

Voter Rationale: For widely held companies, the supervisory board should include at least 50% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent.

Page 71 of 202



Erste Group Bank AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reelect Marion Khueny as Supervisory Board

Member 7.3

Mgmt For For Elect Michele Sutter-Ruedisser as Supervisory

Board Member 7.4

Mgmt For For Reelect Gunter Griss Supervisory Board Member 7.5

Mgmt For For Elect Henrietta Egerth-Stadlhuber Supervisory

Board Member 7.6

Mgmt Against For Authorize Repurchase of Up to Ten Percent of

Issued Share Capital for Trading Purposes 8

Voter Rationale: Shares should not be repurchased at a significant variation to the market price.

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

9


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

10

Eurobank Ergasias SA

Meeting Date: 04/05/2019 Country: Greece

Meeting Type: Special Ticker: EUROB

Primary ISIN: GRS323003012 Primary SEDOL: BYZ43T4

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Special Meeting Agenda Mgmt

Mgmt For For Approve Merger by Absorption of Grivalia Properties Real Estate Investment Co.

1

Mgmt Announce Election of a New Board Chair and Independence Status Change of Bradley Martin

2

Mgmt For For Elect Nikolaos Bertsos as Director and Member of the Audit Committee

3

Page 72 of 202



First Quantum Minerals Ltd.

Meeting Date: 05/09/2019 Country: Canada

Meeting Type: Annual Ticker: FM

Primary ISIN: CA3359341052 Primary SEDOL: 2347608

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Fix Number of Directors at Nine Mgmt For For

Mgmt For For Elect Director Philip K.R. Pascall 2.1


Mgmt For For Elect Director G. Clive Newall 2.2

Mgmt For For Elect Director Kathleen A. Hogenson 2.3

Mgmt Withhold For Elect Director Peter St. George 2.4

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Withhold For Elect Director Andrew B. Adams 2.5

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Paul Brunner 2.6

Mgmt For For Elect Director Robert Harding 2.7

Mgmt For For Elect Director Simon Scott 2.8

Mgmt For For Elect Director Joanne Warner 2.9

Mgmt For For Approve PricewaterhouseCoopers LLP (UK) as Auditors and Authorize Board to Fix Their Remuneration

3

Mgmt Against For Advisory Vote on Executive Compensation

Approach 4

Voter Rationale: Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Fubon Financial Holding Co., Ltd.




Page 73 of 202



Fubon Financial Holding Co., Ltd.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

AGENDA FOR COMMON SHAREHOLDERS ONLY Mgmt

Mgmt For For Approve Business Operations Report and

Financial Statements 1


Mgmt AGENDA FOR COMMON AND PREFERRED SHAREHOLDERS


Mgmt For For Approve Plan to Raise Long-term Capital 3


Mgmt AGENDA FOR COMMON SHAREHOLDERS ONLY

Mgmt For For Approve Amendments to Rules and Procedures Regarding Shareholder's General Meeting

5

Mgmt For For Approve Amendment to Rules and Procedures for Election of Directors

6

Mgmt For For Amendments to Procedures Governing the Acquisition or Disposal of Assets

7

Mgmt For For Approve Release of Restrictions of Competitive Activities of Director RICHARD M. TSAI

8

Mgmt For For Approve Release of Restrictions of Competitive Activities of Director DANIEL M. TSAI

9

Mgmt For For Approve Release of Restrictions of Competitive Activities of Director BEN CHEN

10

Gazprom PJSC

Meeting Date: 06/28/2019 Country: Russia

Meeting Type: Annual Ticker: GAZP

Primary ISIN: RU0007661625 Primary SEDOL: B59L4L7

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Page 74 of 202



Gazprom PJSC Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Annual Report 1



Mgmt For For Approve Dividends of RUB 16.61 per Share 4

Mgmt For For Ratify Auditor 5

Mgmt Approve Remuneration of Directors 6

Mgmt For For Approve Remuneration of Members of Audit

Commission 7

Mgmt For For Amend Charter 8

Mgmt For For Amend Regulations on General Meetings 9

Mgmt For For Amend Regulations on Board of Directors 10

Mgmt For For Amend Regulations on Management 11

Mgmt For For Approve Termination of Regulations on Dividend

Payment 12

Mgmt Elect 11 Directors by Cumulative Voting

Mgmt Elect Andrei Akimov as Director 13.1

Mgmt Against None Elect Viktor Zubkov as Director 13.2

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt Against None Elect Timur Kulibaev as Director 13.3

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.

Mgmt Against None Elect Denis Manturov as Director 13.4


Mgmt Against None Elect Vitalii Markelov as Director 13.5


Page 75 of 202




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against None Elect Viktor Martynov as Director 13.6

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against None Elect Vladimir Mau as Director 13.7


Mgmt Elect Aleksei Miller as Director 13.8

Mgmt Against None Elect Aleksandr Novak as Director 13.9


Mgmt Against None Elect Dmitrii Patrushev as Director 13.10


Mgmt Against None Elect Mikhail Sereda as Director 13.11


Mgmt Elect Nine Members of Audit Commission

Mgmt Against For Elect Ivan Bezmenov as Member of Audit

Commission 14.1

Voter Rationale: As incumbent members of the audit commission, these nominees are best suited to continue the uninterrupted functioning of the audit commission.

Mgmt For For Elect Vadim Bikulov as Member of Audit

Commission 14.2

Mgmt For For Elect Aleksandr Gladkov as Member of Audit

Commission 14.3

Page 76 of 202




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Margarita Mironova as Member of Audit

Commission 14.4

Mgmt Against For Elect Iurii Nosov as Member of Audit

Commission 14.5


Mgmt Against For Elect Karen Oganian as Member of Audit Commission

14.6


Mgmt Against For Elect Dmitrii Pashkovskii as Member of Audit Commission

14.7


Mgmt Against For Elect Sergei Platonov as Member of Audit Commission

14.8


Mgmt Against For Elect Evgenii Stoliarov as Member of Audit

Commission 14.9


Mgmt Against For Elect Tatiana Fisenko as Member of Audit

Commission 14.10


Geely Automobile Holdings Limited



Primary ISIN: KYG3777B1032 Primary SEDOL: 6531827

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


Mgmt For For Elect Yang Jian as Director 3

Mgmt For For Elect Ang Siu Lun, Lawrence as Director 4

Page 77 of 202



Geely Automobile Holdings Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Carl Peter Edmund Moriz Forster as

Director 5


Mgmt Against For Elect Yeung Sau Hung, Alex as Director 6

Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.


7

Mgmt For For Approve Grant Thornton Hong Kong Limited as Auditor and Authorize Board to Fix Their

Remuneration

8



10




Geely Automobile Holdings Limited



Primary ISIN: KYG3777B1032 Primary SEDOL: 6531827

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve YW Acquisition Agreement and Related Transactions

Mgmt For For

GlobalWafers Co., Ltd.



Primary ISIN: TW0006488000 Primary SEDOL: BS7JP33

Page 78 of 202



GlobalWafers Co., Ltd.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction





Mgmt For For Approve Amendment to Rules and Procedures

for Election of Directors 4



Mgmt For For Approve Amendments to Trading Procedures

Governing Derivatives Products 6


Parties 7


Guarantees 8

Mgmt ELECT INDEPENDENT DIRECTOR VIA

CUMULATIVE VOTING

Mgmt For For Elect Kwang-Leei Young with ID No.

E121355XXX as Independent Director 9.1


Activities of Newly Appointed Director 10

Globe Telecom, Inc.

Meeting Date: 04/23/2019 Country: Philippines

Meeting Type: Annual Ticker: GLO

Primary ISIN: PHY272571498 Primary SEDOL: 6284864

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve the Minutes of Previous Meeting Mgmt For For

Mgmt For For Approve the Annual Report and Audited Financial Statements

2

Mgmt For For Ratify All Acts and Resolutions of the Board of Directors and Management Adopted During the

Preceding Year

3


Page 79 of 202



Globe Telecom, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Jaime Augusto Zobel de Ayala as Director 4.1

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt Against For Elect Delfin L. Lazaro as Director 4.2

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.

Mgmt Against For Elect Lang Tao Yih, Arthur as Director 4.3


Mgmt Against For Elect Fernando Zobel de Ayala as Director 4.4

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt Against For Elect Jose Teodoro K. Limcaoco as Director 4.5


Mgmt Against For Elect Romeo L. Bernardo as Director 4.6

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Elect Ernest L. Cu as Director 4.7


Mgmt Against For Elect Samba Natarajan as Director 4.8


Mgmt For For Elect Saw Phaik Hwa as Director 4.9

Mgmt For For Elect Cirilo P. Noel as Director 4.10

Mgmt For For Elect Rex Ma. A. Mendoza as Director 4.11

Mgmt For For Approve Independent Auditors and Approve the Fixing of Their Remuneration

5

Page 80 of 202



Globe Telecom, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Other Matters 6


Gruma SAB de CV


Meeting Type: Annual Ticker: GRUMAB

Primary ISIN: MXP4948K1056 Primary SEDOL: 2392545

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Financial Statements and Statutory Reports

Mgmt For For


Mgmt For For Present Report on Adherence to Fiscal Obligations

2


Mgmt For For Set Maximum Amount of Share Repurchase Reserve and Present Report of Operations with

Treasury Shares

4

Mgmt Against For Elect Directors, Secretary, and Alternates, Verify Independence Classification of Directors and Approve Their Remuneration; Approve Remuneration of Audit and Corporate Practices

Committees

5


Mgmt Against For Elect Chairmen of Audit and Corporate Practices Committees

6


7


Gruma SAB de CV


Meeting Type: Special Ticker: GRUMAB

Primary ISIN: MXP4948K1056 Primary SEDOL: 2392545

Page 81 of 202



Gruma SAB de CV

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Authorize Cancellation of 11.79 Million Series B Class I Repurchased Shares and Consequently Reduction in Fixed Portion of Capital; Amend

Article 6

Mgmt For For


Resolutions 2


Grupo Financiero Banorte SAB de CV


Meeting Type: Annual Ticker: GFNORTEO


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.a Approve CEO's Report on Financial Statements and Statutory Reports

Mgmt For For

Mgmt For For Approve Board's Report on Policies and Accounting Information and Criteria Followed in

Preparation of Financial Information

1.b

Mgmt For For Approve Board's Report on Operations and Activities Undertaken by Board

1.c

Mgmt For For Approve Report on Activities of Audit and Corporate Practices Committee

1.d

Mgmt For For Approve All Operations Carried out by Company and Ratify Actions Carried out by Board, CEO

and Audit and Corporate Practices Committee

1.e


Mgmt For For Amend Dividend Policy 3

Mgmt Receive Auditor's Report on Tax Position of Company

4

Page 82 of 202



Grupo Financiero Banorte SAB de CV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Carlos Hank Gonzalez as Board Chairman 5.a1

Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For For Elect Juan Antonio Gonzalez Moreno as Director 5.a2

Mgmt For For Elect David Juan Villarreal Montemayor as Director

5.a3

Mgmt For For Elect Jose Marcos Ramirez Miguel as Director 5.a4

Mgmt For For Elect Everardo Elizondo Almaguer as Director 5.a5

Mgmt For For Elect Carmen Patricia Armendariz Guerra as Director

5.a6

Mgmt For For Elect Hector Federico Reyes Retana y Dahl as Director

5.a7

Mgmt For For Elect Eduardo Livas Cantu as Director 5.a8

Mgmt For For Elect Alfredo Elias Ayub as Director 5.a9

Mgmt Against For Elect Adrian Sada Cueva as Director 5.a10

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

Mgmt For For Elect David Peñaloza Alanis as Director 5.a11

Mgmt For For Elect Jose Antonio Chedraui Eguia as Director 5.a12

Mgmt Against For Elect Alfonso de Angoitia Noriega as Director 5.a13


Mgmt For For Elect Thomas Stanley Heather Rodriguez as Director

5.a14

Mgmt For For Elect Graciela Gonzalez Moreno as Alternate Director

5.a15

Mgmt For For Elect Juan Antonio Gonzalez Marcos as Alternate Director

5.a16

Mgmt For For Elect Alberto Halabe Hamui as Alternate Director

5.a17

Mgmt For For Elect Carlos de la Isla Corry as Alternate Director

5.a18

Mgmt For For Elect Diego Martinez Rueda-Chapital as Alternate Director

5.a19

Page 83 of 202




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Gerardo Salazar Viezca as Alternate

Director 5.a20

Mgmt For For Elect Clemente Ismael Reyes Retana Valdes as

Alternate Director 5.a21

Mgmt For For Elect Roberto Kelleher Vales as Alternate

Director 5.a22

Mgmt For For Elect Isaac Becker Kabacnik as Alternate

Director 5.a23

Mgmt For For Elect Jose Maria Garza Treviño as Alternate

Director 5.a24

Mgmt For For Elect Carlos Cesarman Kolteniuk as Alternate

Director 5.a25

Mgmt For For Elect Humberto Tafolla Nuñez as Alternate

Director 5.a26

Mgmt For For Elect Guadalupe Phillips Margain as Alternate

Director 5.a27

Mgmt For For Elect Ricardo Maldonado Yañez as Alternate

Director 5.a28

Mgmt For For Elect Hector Avila Flores as Board Secretary

Who Will Not Be Part of Board 5.b

Mgmt For For Approve Directors Liability and Indemnification 5.c


Mgmt For For Elect Hector Federico Reyes Retana y Dahl as Chairman of Audit and Corporate Practices Committee

7

Mgmt For For Approve Report on Share Repurchase; Set Aggregate Nominal Amount of Share Repurchase Reserve

8


Resolutions 9

Grupo Financiero Banorte SAB de CV


Meeting Type: Special Ticker: GFNORTEO


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Ordinary Business Mgmt

Page 84 of 202




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Cash Dividends of MXN 5.54 Per Share 1.1

Mgmt For For Approve Dividend to Be Paid on June 7, 2019 1.2


Resolutions 2

Grupo Mexico S.A.B. de C.V.


Meeting Type: Annual Ticker: GMEXICOB


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Consolidated Financial Statements and Statutory Reports

Mgmt For For

Mgmt For For Present Report on Compliance with Fiscal Obligations

2


Mgmt For For Approve Policy Related to Acquisition of Own Shares for 2018; Set Aggregate Nominal Amount of Share Repurchase Reserve for 2019

4

Mgmt For For Approve Discharge of Board of Directors, Executive Chairman and Board Committees

5

Mgmt Against For Ratify Auditors 6


Mgmt Against For Elect or Ratify Directors; Verify Independence of Board Members; Elect or Ratify Chairmen and

Members of Board Committees

7

Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. In addition, the board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board.

Mgmt Against For Approve Granting/Withdrawal of Powers 8


Mgmt For For Approve Remuneration of Directors and Members of Board Committees

9


10

Page 85 of 202



Grupo Televisa SAB


Meeting Type: Annual/Special Ticker: TLEVISACPO

Primary ISIN: MXP4987V1378 Primary SEDOL: 2380108

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Special Shareholders' Meeting of Series L

Mgmt Against For Elect or Ratify Directors Representing Series L Shareholders

1

Voter Rationale: There are concerns regarding potential governance failure and breach of fiduciary duty in light of corruption investigations involving the company's administrators and the disclosure of several material weaknesses regarding the company's internal control of its financial reporting; Although the company has disclosed remediation efforts with regard to the material weaknesses, they do not appear to be fully implemented and, absent disclosure of the most recent year's financial statements, shareholders cannot fully assess the effectiveness of such efforts; and No significant changes to the composition of the company's boards or key committees have been proposed despite the governance concerns.

Mgmt Against For Authorize Board to Ratify and Execute Approved Resolutions

2

Mgmt Special Shareholders' Meeting of Series D

Mgmt Against For Elect or Ratify Directors Representing Series D Shareholders

1

Voter Rationale: There are concerns regarding potential governance failure and breach of fiduciary duty in light of corruption investigations involving the company's administrators and the disclosure of several material weaknesses regarding the company's internal control of its financial reporting. Although the company has disclosed remediation efforts with regard to the material weaknesses, they do not appear to be fully implemented and, absent disclosure of the most recent year's financial statements, shareholders cannot fully assess the effectiveness of such efforts. No significant changes to the composition of the company's boards or key committees have been proposed despite the governance concerns.

Mgmt Against For Authorize Board to Ratify and Execute Approved Resolutions

2

Voter Rationale: See item 1

Mgmt General Ordinary Shareholders' Meeting of Series A and B

Mgmt Against For Approve Financial Statements and Statutory Reports as Required by Article 28 of Mexican Securities Law, Approve Financial Statements; Approve Discharge of Directors, CEO and Board

Committees

1

Voter Rationale: The company has bundled the request to approve its financial statements and the discharge of directors and CEO under the same proposal, preventing shareholders from voting on such key resolutions separately. The company is currently subject to multiple class action lawsuits, related to the investigations regarding alleged payment of bribes to executives of FIFA, to secure broadcasting rights for upcoming World Cup tournaments. The corruption allegations, and the ongoing investigations, raise concerns regarding potential governance failure and breach of fiduciary duty of the company's administrators and, although the company has denied any wrong doing, no additional information regarding measures taken to address such concerns have been disclosed. The company and its external auditor disclosed material weaknesses in Televisa's internal controls over financial reporting as of Dec. 31, 2017. While the company has announced a remediation plan in response to the material weaknesses, it is unclear how much has already been implemented and the company has not yet disclosed its audited financial statements or 20-F for fiscal year 2018, preventing shareholders from assessing the effectiveness of such remediation actions.

Page 86 of 202



Grupo Televisa SAB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Present Report on Compliance with Fiscal

Obligations 2

Mgmt Against For Approve Allocation of Income 3

Voter Rationale: A vote AGAINST this item is warranted given that the company's payouts in recent years have consistently fallen below 30 percent of net income, and the company has failed to outperform the country's main equity index on a TSR basis in recent years.

Mgmt Against For Set Aggregate Nominal Amount of Share Repurchase Reserve; Receive Report on Policies and Board's Decisions on Share Repurchase and Sale of Treasury Shares

4

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

Mgmt Against For Elect or Ratify Members of Board, Secretary and Other Officers

5

Voter Rationale: There are concerns regarding potential governance failure and breach of fiduciary duty in light of corruption investigations involving the company's administrators and the disclosure of several material weaknesses regarding the company's internal control of its financial reporting. Although the company has disclosed remediation efforts with regard to the material weaknesses, they do not appear to be fully implemented and, absent disclosure of the most recent year's f inancial statements, shareholders cannot fully assess the effectiveness of such efforts. No significant changes to the composition of the company's boards or key committees have been proposed despite the governance concerns.

Mgmt Against For Elect or Ratify Members of Executive Committee 6


Mgmt Against For Elect or Ratify Chairman of Audit Committee 7


Mgmt Against For Elect or Ratify Chairman of Corporate Practices

Committee 8


Mgmt For For Approve Remuneration of Board Members, Executive, Audit and Corporate Practices Committees, and Secretaries

9


Resolutions 10

Page 87 of 202



Guangzhou R&F Properties Co., Ltd.



Primary ISIN: CNE100000569 Primary SEDOL: B19H8Y8

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve 2018 Report of the Board of Directors Mgmt For For


2

Mgmt For For Approve 2018 Financial Statements and Statutory Reports

3


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

5

Mgmt For For Authorize Board to Decide on Matters Relating to the Payment of Interim Dividend for the Six

Months Ended June 30, 2019

6

Mgmt RESOLUTIONS RELATING TO THE ELECTION OF DIRECTOR AND SUPERVISOR, AND AUTHORIZATION OF BOARD TO FIX THEIR REMUNERATION

Mgmt For For Elect Zhang Lin as Director and Authorize Board to Fix Her Remuneration

7a

Mgmt For For Elect Liang Yingmei as Supervisor and Authorize Board to Fix Her Remuneration

7b

Mgmt For For Approve BDO China Shu Lun Pan Certified Public Accountants LLP as Domestic Auditors and Reporting Accountant and to Fix Their Remuneration

8

Mgmt For For Authorize Legal Representative(s) or Authorized Person(s) and Its Subsidiaries to Sign Composite Credit Facilities or Loan Related Agreements and Documents

9

Mgmt Against For Approve Extension of Guarantees by the Company on Behalf of Subsidiaries, Associates,

Joint Ventures and Other Investee Companies

10

Voter Rationale: A vote AGAINST these resolutions is warranted since the company could take in a disproportionate amount of risk relative to its ownership stake without compelling justification.

Mgmt Against For Approve Extension of Guarantees on Behalf of Subsidiaries, Associates and Joint Ventures in

2018

11

Voter Rationale: A vote AGAINST these resolutions is warranted since the company could take in a disproportionate amount of risk relative to its ownership stake without compelling justification.

Page 88 of 202



Guangzhou R&F Properties Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




Mgmt RESOLUTIONS RELATING TO THE EXTENSION OF THE VALIDITY PERIOD OF APPLYING FOR THE INITIAL PUBLIC OFFERING AND LISTING OF RENMINBI ORDINARY A SHARES WITHIN

THE TERRITORY OF PRC

Mgmt For For Approve Class of Shares 13a

Mgmt For For Approve Place of Listing 13b

Mgmt For For Approve Issuer 13c

Mgmt For For Approve Number of Shares to be Issued 13d

Mgmt For For Approve Nominal Value of the Shares to be Issued

13e

Mgmt For For Approve Target Subscriber 13f

Mgmt For For Approve Issue Price 13g

Mgmt For For Approve Method of Issue 13h

Mgmt For For Approve Underwriting Method 13i

Mgmt For For Approve Use of Proceeds 13j

Mgmt For For Approve Plan on the Allocation of Accumulated Profits Prior to the Issue

13k

Mgmt For For Approve Effective Period of the Resolution 13l

Mgmt For For Authorize Board to Handle All Matters in Relation to the Initial Public Offering and Listing

of Renminbi Ordinary A Shares

14

Mgmt For For Approve Issuance of Direct Debt Financing Products and Asset Securitization Products in

2019

15

Mgmt For For Authorize Board or Its Authorized Person(s) to Handle All Matters in Relation to the Issuance of Direct Debt Financing Products and Asset Securitization Products in 2019

16




Primary ISIN: CNE100000569 Primary SEDOL: B19H8Y8

Page 89 of 202




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

CLASS MEETING FOR HOLDERS OF H SHARES Mgmt

Mgmt RESOLUTIONS RELATING TO THE EXTENSION OF THE VALIDITY PERIOD OF APPLYING FOR THE INITIAL PUBLIC OFFERING AND LISTING OF RENMINBI ORDINARY A SHARES WITHIN THE TERRITORY OF PRC

Mgmt For For Approve Class of Shares 1a

Mgmt For For Approve Place of Listing 1b

Mgmt For For Approve Issuer 1c

Mgmt For For Approve Number of Shares to be Issued 1d

Mgmt For For Approve Nominal Value of the Shares to be

Issued 1e

Mgmt For For Approve Target Subscriber 1f

Mgmt For For Approve Issue Price 1g

Mgmt For For Approve Method of Issue 1h

Mgmt For For Approve Underwriting Method 1i

Mgmt For For Approve Use of Proceeds 1j

Mgmt For For Approve Plan on the Allocation of Accumulated

Profits Prior to the Issue 1k

Mgmt For For Approve Effective Period of the Resolution 1l

Mgmt For For Authorize Board to Handle All Matters in Relation to the Initial Public Offering and Listing of Renminbi Ordinary A Shares

2

Haier Electronics Group Co., Ltd.



Primary ISIN: BMG423131256 Primary SEDOL: B1TL3R8

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For

Page 90 of 202



Haier Electronics Group Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Liang Hai Shan as Director 2a

Mgmt For For Elect Xie Ju Zhi as Director 2b

Mgmt For For Elect Li Hua Gang as Director 2c


Directors 2d










Mgmt Against For Approve Allotment and Issuance of New Shares Under the Restricted Share Award Scheme

8

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

Haier Electronics Group Co., Ltd.



Primary ISIN: BMG423131256 Primary SEDOL: B1TL3R8

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve New Financial Services Agreement,

Revised Deposit Cap and Related Transactions Mgmt For For

Page 91 of 202



Hapvida Participacoes e Investimentos SA


Meeting Type: Annual Ticker: HAPV3

Primary ISIN: BRHAPVACNOR4 Primary SEDOL: BF4J7N9

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For




3


Mgmt For For Elect Roberto Antonio Mendes as Independent Director

4


5


Call?

6

Hindustan Unilever Ltd.

Meeting Date: 06/29/2019 Country: India


Primary ISIN: INE030A01027 Primary SEDOL: 6261674

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For

Mgmt For For Confirm Interim Dividend and Declare Final Dividend

2

Mgmt For For Reelect Pradeep Banerjee as Director 3

Mgmt For For Reelect Dev Bajpai as Director 4

Mgmt For For Reelect Srinivas Phatak as Director 5

Page 92 of 202



Hindustan Unilever Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve B S R & Co. LLP, Chartered Accountants, Mumbai as Auditors and Authorize Board to Fix Their Remuneration

6

Mgmt For For Approve Increase in Overall Limits of Remuneration for Managing/Whole-time Director(s)

7

Mgmt For For Elect Leo Puri as Director 8

Mgmt Against For Reelect Aditya Narayan as Director 9

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

Mgmt For For Reelect O. P. Bhatt as Director 10

Mgmt For For Reelect Sanjiv Misra as Director 11

Mgmt For For Approve Sanjiv Misra to Continue Office as Independent Director

12

Mgmt For For Reelect Kalpana Morparia as Director 13

Mgmt For For Approve Kalpana Morparia to Continue Office as Independent Director

14

Mgmt For For Approve Remuneration of Cost Auditors 15

Hindustan Unilever Ltd.


Meeting Type: Court Ticker: 500696


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Court-Ordered Meeting for Shareholders Mgmt

Mgmt For For Approve Scheme of Amalgamation 1

HIWIN Technologies Corp.



Primary ISIN: TW0002049004 Primary SEDOL: B1YMYT5

Page 93 of 202



HIWIN Technologies Corp.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Mgmt For For Approve the Issuance of New Shares by

Capitalization of Profit 3





Parties 6


Guarantees 7

Mgmt For For Approve Amendments to Rules and Procedures

Regarding Shareholder's General Meeting 8


Mgmt For For Elect Chuo, Yung-Tsai with Shareholder No. 2 as

Non-Independent Director 9.1

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

Mgmt Against For Elect Chen, Chin-Tsai with Shareholder No. 11

as Non-Independent Director 9.2

Voter Rationale: Executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.Furthermore, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.

Mgmt For For Elect Lee, Shun-Chin with Shareholder No. 9 as Non-Independent Director

9.3

Mgmt For For Elect Tsai Huey-Chin with Shareholder No. 3 as Non-Independent Director

9.4

Mgmt For For Elect Chuo, Wen-Hen with Shareholder No. 24 as Non-Independent Director

9.5

Mgmt For For Elect a Representative San Hsin Investment Co., Ltd. with Shareholder No. 1711 as

Non-Independent Director

9.6

Mgmt Against For Elect Chiang, Cheng-Ho with ID No. F102570XXX as Independent Director

9.7


Page 94 of 202



HIWIN Technologies Corp. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Chen Ching-Hui with ID No. A201684XXX


Mgmt For For Elect Tu, Li-Ming with ID No. H200486XXX as


Mgmt For For Approve Release of Restrictions of Competitive Activities of Newly Appointed Directors and Representatives

10

Home Product Center Public Co., Ltd.


Meeting Type: Annual Ticker: HMPRO

Primary ISIN: TH0661010007 Primary SEDOL: 6418544

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Minutes of Previous Meeting Mgmt For For

Mgmt For For Acknowledge Operation Results 2

Mgmt For For Approve Financial Statements and Statutory Reports

3


Mgmt Against For Elect Suwanna Buddhaprasart as Director 5.1


Mgmt Against For Elect Thaveevat Tatiyamaneekul as Director 5.2

Voter Rationale: For companies without an independent chairman, the board should have at least 50% independent directors. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Elect Chanin Roonsumrarn as Director 5.3

Voter Rationale: For companies without an independent chairman, the board should have at least 50% independent directors. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Further, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Weerapun Ungsumalee as Director 5.4


Mgmt For For Approve Bonus of Directors 7

Mgmt For For Approve EY Office Limited Auditors and Authorize Board to Fix Their Remuneration

8

Page 95 of 202



Home Product Center Public Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Amend Memorandum of Association Re:

Company's Business Objectives 9




Hon Hai Precision Industry Co., Ltd.




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Business Report and Financial Statements

Mgmt For For




4


5


6

Mgmt For For Amend Policies and Procedures for Financial Derivatives Transactions

7

Mgmt ELECT NON-INDEPENDENT AND INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING

Mgmt For For Elect GOU, TAI-MING (TERRY GOU), with SHAREHOLDER NO.00000001, as


8.1


Mgmt For For Elect LU FANG-MING, with SHAREHOLDER NO.00109738, as Non-Independent Director

8.2


Page 96 of 202



Hon Hai Precision Industry Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect LIU YANG-WEI, with SHAREHOLDER

NO.00085378, as Non-Independent Director 8.3


Mgmt For For Elect LI CHIEH, a Representative of HON JIN INTERNATIONAL INVESTMENT CO., LTD. with SHAREHOLDER NO.00057132, as Non-Independent Director

8.4

Mgmt For For Elect LU SUNG-CHING, a Representative of HON JIN INTERNATIONAL INVESTMENT CO., LTD. with SHAREHOLDER NO.00057132, as Non-Independent Director

8.5

Mgmt For For Elect TAI, CHENG-WU, a Representative of FULLDREAM INFORMATION CO., LTD. with SHAREHOLDER NO.00412779, as Non-Independent Director

8.6

Mgmt For For Elect WANG KUO-CHENG, with ID NO.F120591XXX, as Independent Director

8.7

Mgmt For For Elect KUO TA-WEI, with ID NO.F121315XXX, as Independent Director

8.8

Mgmt For For Elect KUNG KUO-CHUAN, with ID NO.F122128XXX, as Independent Director

8.9

Mgmt For For Approve Release of Restrictions of Competitive Activities of Directors

9

Hua Hong Semiconductor Limited



Primary ISIN: HK0000218211 Primary SEDOL: BRB3857

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Mgmt For For Elect Stephen Tso Tung Chang as Director 3

Mgmt For For Elect Long Fei Ye as Director 4

Mgmt For For Elect Jianbo Chen as Director 5

Mgmt For For Elect Yang Du as Director 6

Page 97 of 202



Hua Hong Semiconductor Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Junjun Tang Director 7


Directors 8









Hypera SA


Meeting Type: Annual Ticker: HYPE3

Primary ISIN: BRHYPEACNOR0 Primary SEDOL: B2QY968

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction





Mgmt Abstain None Do You Wish to Adopt Cumulative Voting for the Election of the Members of the Board of Directors, Under the Terms of Article 141 of the


4


Mgmt For For Fix Number of Directors at Nine 5

Page 98 of 202



Hypera SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance. Moreover, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Likewise, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Further, in the context of increasingly complex international accounting standards, the audit committee benefits from members who have a good and recent understanding of the accounting rules and of the audit process. Lastly, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.



7



the Nominees?

8


Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Alvaro Stainfeld Link as Board Chairman

9.1

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Bernardo Malpica Hernandez as Director

9.2

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Breno Toledo Pires de Oliveira as Director

9.3

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect David Coury Neto as Independent Director

9.4

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Esteban Malpica Fomperosa as Director

9.5

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Flair Jose Carrilho as Director

9.6

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Hugo Barreto Sodre Leal as Director

9.7

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Luciana Cavalheiro Fleischner as Director

9.8

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Maria Carolina Ferreira Lacerda as Independent

Director

9.9

Page 99 of 202



Hypera SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Law?

10



11



12

Hypera SA


Meeting Type: Special Ticker: HYPE3

Primary ISIN: BRHYPEACNOR0 Primary SEDOL: B2QY968

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Approve Renumbering of Articles and

Consolidate Bylaws 2

Mgmt Against For Amend Bonus Matching Plan 3

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over time. In addition, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.

Mgmt Against For Amend Restricted Stock Plan 4

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

ICICI Lombard General Insurance Company Limited



Primary ISIN: INE765G01017 Primary SEDOL: BYXH7P9

Page 100 of 202



ICICI Lombard General Insurance Company Limited

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt For For Confirm Interim Dividend 2

Mgmt For For Approve Dividend 3

Mgmt For For Reelect Sanjeev Mantri as Director 4

Mgmt For For Elect Vishakha Mulye as Director 5

Mgmt Against For Elect Sandeep Batra as Director 6


Mgmt For For Approve Revision of Remuneration of Bhargav

Dasgupta as Managing Director & CEO 7

Mgmt For For Approve Revision of Remuneration of Alok Kumar Agarwal as Whole-time Director Designated as Executive Director - Wholesale

8

Mgmt For For Approve Revision of Remuneration of Sanjeev Mantri as Whole-time Director Designated as Executive Director - Retail

9

Industrial & Commercial Bank of China Limited



Primary ISIN: CNE1000003G1 Primary SEDOL: B1G1QD8

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

EGM BALLOT FOR HOLDERS OF H SHARES Mgmt

Mgmt For For Elect Hu Hao as Director 1

Mgmt For For Elect Tan Jiong as Director 2

SH For For Approve Issuance of Undated Additional Tier 1 Capital Bonds

3

SH For For Elect Chen Siqing as Director 4

Page 101 of 202



Industrial & Commercial Bank of China Limited



Primary ISIN: CNE1000003G1 Primary SEDOL: B1G1QD8

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1

Mgmt For For Approve 2018 Work Report of the Board of Supervisors

2

Mgmt For For Approve 2018 Audited Accounts 3


Mgmt For For Approve 2019 Fixed Asset Investment Budget 5

Mgmt For For Approve KPMG Huazhen LLP and KPMG as External Auditors and KPMG Huazhen LLP as

Internal Control Auditors

6

Mgmt For For Elect Yang Siu Shun as Director 7

Mgmt For For Elect Zhang Wei as Supervisor 8

Mgmt For For Elect Shen Bingxi as Supervisor 9


10


SH For For Elect Lu Yongzhen as Director 11

Infosys Limited




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Mgmt For For Approve Dividend 2

Page 102 of 202



Infosys Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Nandan M. Nilekani as Director 3

Mgmt Against For Approve Infosys Expanded Stock Ownership Program - 2019 to Eligible Employees of the Company

4

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Furthermore, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.

Mgmt Against For Approve Infosys Expanded Stock Ownership Program - 2019 to Eligible Employees of the

Company's Subsidiaries

5


Mgmt Against For Approve Secondary Acquisition of Shares of the Company by the Infosys Expanded Stock

Ownership Trust

6


Mgmt Against For Approve Grant of Stock Incentives to Salil Parekh Under Infosys Expanded Stock Ownership Program - 2019

7


Mgmt Against For Approve Change of Terms of Appointment of Salil Parekh as Chief Executive Officer and Managing Director

8


Mgmt Against For Approve Grant of Stock Incentives to U. B. Pravin Rao Under Infosys Expanded Stock Ownership Program - 2019

9


Inventec Corp.




Page 103 of 202



Inventec Corp.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction






Mgmt For For Amend Rules and Procedures Regarding Shareholder's General Meeting

4


5


6


7

Mgmt For For Approve Release of Restrictions of Competitive Activities of CHEN, RUEY-LONG AND SHYU,

JYUO-MIN

8

Itau Unibanco Holding SA


Meeting Type: Annual Ticker: ITUB4

Primary ISIN: BRITUBACNPR1 Primary SEDOL: B037HR3

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Abstain None As a Preferred Shareholder, Would You like to Request a Separate Minority Election of a Member of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate

Law?

1


Page 104 of 202



Itau Unibanco Holding SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For None In Case Neither Class of Shares Reaches the Minimum Quorum Required by the Brazilian Corporate Law to Elect a Board Representative in Separate Elections, Would You Like to Use Your Votes to Elect the Candidate with More Votes to Represent Both Classes?

2

SH For None Elect Eduardo Azevedo do Valle as Fiscal Council Member and Debora Santille as Alternate Appointed by Preferred Shareholder

3

Itausa-Investimentos Itau SA


Meeting Type: Annual Ticker: ITSA4

Primary ISIN: BRITSAACNPR7 Primary SEDOL: 2458771

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


SH For None Elect Jose Maria Rebelo as Fiscal Council Member and Isaac Berensztejn as Alternate Appointed by Preferred Shareholder

1

KAZ Minerals Plc


Meeting Type: Annual Ticker: KAZ

Primary ISIN: GB00B0HZPV38 Primary SEDOL: B0HZPV3

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction





Mgmt For For Re-elect Oleg Novachuk as Director 4

Mgmt For For Re-elect Andrew Southam as Director 5

Page 105 of 202



KAZ Minerals Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Re-elect Lynda Armstrong as Director 6

Mgmt For For Re-elect Alison Baker as Director 7

Mgmt For For Re-elect Vladimir Kim as Director 8

Mgmt For For Re-elect Michael Lynch-Bell as Director 9

Mgmt For For Re-elect John MacKenzie as Director 10

Mgmt For For Re-elect Charles Watson as Director 11

Mgmt For For Reappoint KPMG LLP as Auditors 12

Mgmt For For Authorise the Audit Committee to Fix

Remuneration of Auditors 13

Mgmt For For Authorise Issue of Equity 14


Rights 15

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

16




Kingboard Laminates Holdings Limited



Primary ISIN: KYG5257K1076 Primary SEDOL: B1HHFV6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


Mgmt For For Elect Cheung Kwok Keung as Director 3A

Mgmt For For Elect Cheung Kwok Ping as Director 3B

Mgmt For For Elect Lam Ka Po as Director 3C

Mgmt For For Elect Lau Ping Cheung, Kaizer as Director 3D


4

Page 106 of 202



Kingboard Laminates Holdings Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Deloitte Touche Tohmatsu as Auditors




6A





Kroton Educacional SA


Meeting Type: Special Ticker: KROT3

Primary ISIN: BRKROTACNOR9 Primary SEDOL: 2836946

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Remuneration of Company's

Management Mgmt For For


Members 2

Kroton Educacional SA


Meeting Type: Annual Ticker: KROT3

Primary ISIN: BRKROTACNOR9 Primary SEDOL: 2836946

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


Page 107 of 202



Kroton Educacional SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


3

Mgmt For For Fix Number of Fiscal Council Members at Four 4




6

Kumba Iron Ore Ltd.


Meeting Type: Annual Ticker: KIO

Primary ISIN: ZAE000085346 Primary SEDOL: B1G4262

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Ordinary Resolutions Mgmt

Mgmt For For Reappoint Deloitte & Touche as Auditors of the Company with Nita Ranchod as Individual Designated Auditor

1


Mgmt For For Re-elect Buyelwa Sonjica as Director 2.1

Mgmt For For Re-elect Nonkululeko Dlamini as Director 2.2

Mgmt For For Re-elect Terence Goodlace as Director 2.3

Mgmt For For Re-elect Sango Ntsaluba as Member of the

Audit Committee 3.1

Mgmt For For Re-elect Terence Goodlace as Member of the

Audit Committee 3.2

Mgmt For For Re-elect Mary Bomela as Member of the Audit

Committee 3.3


Page 108 of 202



Kumba Iron Ore Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.Also, Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over time. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

Mgmt For For Place Authorised but Unissued Shares under Control of Directors

5

Mgmt For For Amend Bonus and Retention Share Plan 6.1

Mgmt For For Amend Performance Share Plan 6.2

Mgmt For For Approve Changes to the Long-Term Incentive and Forfeitable Share Awards

7


Mgmt Special Resolutions


Mgmt For For Approve Fees of the Chairperson of the Board 2.1

Mgmt For For Approve Fees of the Board Members 2.2

Mgmt For For Approve Fees of the Lead Independent Director 2.3

Mgmt For For Approve Fees of the Chairperson of the Audit Committee

2.4

Mgmt For For Approve Fees of the Members of the Audit Committee

2.5

Mgmt For For Approve Fees of the Chairperson of the Risk and Opportunities Committee

2.6

Mgmt For For Approve Fees of the Members of the Risk and Opportunities Committee

2.7

Mgmt For For Approve Fees of the Chairperson of the Social, Ethics and Transformation Committee

2.8

Mgmt For For Approve Fees of the Members of the Social, Ethics and Transformation Committee

2.9

Mgmt For For Approve Fees of the Members of the Nominations and Governance Committee

2.10

Mgmt For For Approve Fees of the Chairperson of the Human Resources and Remuneration Committee

2.11

Mgmt For For Approve Fees of the Members of the Human Resources and Remuneration Committee

2.12


3


Page 109 of 202



Lee & Man Paper Manufacturing Limited



Primary ISIN: KYG5427W1309 Primary SEDOL: 6693772

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Master Agreement and Related Transactions

Mgmt For For

Lee & Man Paper Manufacturing Ltd.



Primary ISIN: KYG5427W1309 Primary SEDOL: 6693772

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Mgmt For For Elect Lee Man Bun as Director 3

Mgmt For For Elect Peter A. Davies as Director 4

Mgmt For For Authorize Board to Confirm the Terms of Appointment, Including the Remuneration, of Poon Chun Kwong

5

Mgmt For For Authorize Board to Confirm the Terms of Appointment, Including the Remuneration, of Wong Kai Tung Tony

6

Mgmt For For Authorize Board to Confirm the Terms of Appointment, Including the Remuneration, of Chau Shing Yim David

7

Mgmt For For Approve Remuneration of Directors for the Year

Ended December 31, 2018 8

Mgmt For For Authorize Board to Fix Remuneration of Directors for the Year Ending December 31, 2019

9

Mgmt For For Approve Deloitte Touche Tohmatsu as Auditors



Page 110 of 202



Lee & Man Paper Manufacturing Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction







Linx SA


Meeting Type: Annual Ticker: LINX3

Primary ISIN: BRLINXACNOR0 Primary SEDOL: B9DL3B4

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Mgmt For For Approve Capital Budget and Allocation of

Income 2



3



4


Law?

5


Page 111 of 202



Linx SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


6






8



9

Mgmt APPLICABLE ONLY IF CUMULATIVE VOTING IS ADOPTED - If You Vote FOR on Item XXXX, Votes Will Be Automatically Distributed in Equal % Amongst All Nominees. If You Vote AGST, Contact Your Client Service Rep to


Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Nercio Jose Monteiro Fernandes as Director

10.1

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Alberto Menache as Director

10.2

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Alon Dayan as Director

10.3

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Joao Cox Neto as Director

10.4

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Roger de Barbosa Ingold as Director

10.5



12



Call?

13

Page 112 of 202



Linx SA


Meeting Type: Special Ticker: LINX3

Primary ISIN: BRLINXACNOR0 Primary SEDOL: B9DL3B4

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Amend Article 2 Re: Company Headquarters Mgmt For For

Mgmt For For Amend Article 5 to Reflect Changes in Capital 2



Mgmt For For Amend Article 16 Sections ix and x 5





Mgmt For For Amend Article 23 Section xii 10

Mgmt For For Amend Article 23 Section xxii 11

Mgmt For For Amend Article 23 Section xliv 12




Mgmt For For Amend Article 25 Section viii 16





20

Logan Property Holdings Company Limited



Primary ISIN: KYG555551095 Primary SEDOL: BH6X937

Page 113 of 202



Logan Property Holdings Company Limited

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt For For Approve Final Dividend and Special Dividend 2

Mgmt For For Elect Ji Jiande as Director 3

Mgmt For For Elect Xiao Xu as Director 4

Mgmt For For Elect Liu Ka Ying, Rebecca as Director 5

Mgmt For For Authorize Board to Fix the Remuneration of

Directors 6









Lojas Americanas SA


Meeting Type: Special Ticker: LAME4

Primary ISIN: BRLAMEACNPR6 Primary SEDOL: 2516710

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Article 5 to Reflect Changes in Capital Mgmt For For



Page 114 of 202



Lojas Americanas SA


Meeting Type: Annual Ticker: LAME4

Primary ISIN: BRLAMEACNPR6 Primary SEDOL: 2516710

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




1

Voter Rationale: A vote FOR this item is warranted because the installation of a fiscal council could potentially improve the company's governance and bring greater corporate oversight.

Lojas Renner SA


Meeting Type: Annual Ticker: LREN3

Primary ISIN: BRLRENACNOR1 Primary SEDOL: B0CGYD6

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction







4


Mgmt For For Elect Osvaldo Burgos Schirmer as Independent Director

5.1

Mgmt For For Elect Carlos Fernando Couto de Oliveira Souto as Independent Director

5.2

Mgmt For For Elect Jose Gallo as Director 5.3

Mgmt For For Elect Fabio de Barros Pinheiro as Independent Director

5.4

Page 115 of 202



Lojas Renner SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Heinz-Peter Elstrodt as Independent

Director 5.5

Mgmt For For Elect Thomas Bier Herrmann as Independent

Director 5.6

Mgmt For For Elect Juliana Rozenbaum Munemori as


Mgmt For For Elect Christiane Almeida Edington as


SH Do Not Vote None Elect Beatriz Pereira Carneiro Cunha as Director

Appointed by Minority Shareholder 5.9

Voter Rationale: Nine board nominees were disclosed to dispute the election for an eight-member board proposed by the company under an individual director election. Eight incumbent nominees were disclosed by management (Items 5.1-5.8) and a new director candidate was presented by shareholders Caixa de Previdencia dos Funcionarios do Banco do Brasil Previ and BB Gestao de Recursos Distribuidora de Titulos e Valores Mobiliarios S.A. (Item 5.9).All nominees, with the exception of Jose Gallo (Item 5.3), the company's CEO and executive director, who will step down following the 2019 AGM and is being appointed to occupy a non-executive directorship position, were classified as independent candidates. In addition, all director nominees appear to be well-qualified board candidates.Nonetheless, in the absence of known concerns regarding the performance of the current directors, shareholder support FOR the incumbent nominees presented under Items 5.1-5.8 is recommended at this time, which includes the non-independent candidate and soon-to-be former CEO Jose Gallo (Item 5.3). His presence on the board appears to be beneficial at a time the company will go through the first transition in its leadership in 21 years.A DO NOT VOTE is recommended for the new candidate Beatriz Pereira Carneiro da Cunha (Item 5.9), which, nonetheless, should not be interpreted as a negative assessment of the experience and qualifications of the proposed nominee.

Mgmt For None In Case Cumulative Voting Is Adopted, Do You Wish to Equally Distribute Your Votes Among

the Nominees?

6


Mgmt For None Percentage of Votes to Be Assigned - Elect Osvaldo Burgos Schirmer as Independent

Director

7.1

Mgmt For None Percentage of Votes to Be Assigned - Elect Carlos Fernando Couto de Oliveira Souto as

Independent Director

7.2

Mgmt For None Percentage of Votes to Be Assigned - Elect Jose Gallo as Director

7.3

Mgmt For None Percentage of Votes to Be Assigned - Elect Fabio de Barros Pinheiro as Independent Director

7.4

Mgmt For None Percentage of Votes to Be Assigned - Elect Heinz-Peter Elstrodt as Independent Director

7.5

Mgmt For None Percentage of Votes to Be Assigned - Elect Thomas Bier Herrmann as Independent Director

7.6

Mgmt For None Percentage of Votes to Be Assigned - Elect Juliana Rozenbaum Munemori as Independent

Director

7.7

Page 116 of 202



Lojas Renner SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For None Percentage of Votes to Be Assigned - Elect Christiane Almeida Edington as Independent Director

7.8

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Beatriz Pereira Carneiro Cunha as Director Appointed by Minority Shareholder

7.9



Law?

8

Voter Rationale: The company stated that shareholders must choose to vote on one single election scenario. As such, in light of the vote recommendations presented under the unbundled majority election (Items 5.1-5.9), an ABSTAIN vote is recommended for this separate election procedural question included as part of the remote voting card.


9

Mgmt For For Fix Number of Fiscal Council Members 10

Mgmt For For Elect Joarez Jose Picinini as Fiscal Council Member and Ricardo Gus Maltz as Alternate

11.1

Mgmt Abstain For Elect Cristell Lisania Justen as Fiscal Council Member and Roberto Zeller Branchi as Alternate

11.2

Voter Rationale: The company disclosed four nominees, and alternates, for a three-member fiscal council.The proposed nominees are as follows:- Item 11.1 New management fiscal council nominee Joarez Jose Picinini and incumbent alternate Ricardo Gus Maltz- Item 11.2- New management fiscal council nominee Cristell Lisania Justen and alternate Roberto Zeller Branchi- Item 11.3 Incumbent fiscal council nominee Ricardo Zaffari Grechi and alternate Roberto Frota Decourt- Item 11.4 New shareholder fiscal council nominee Jose Eduardo Moreira Bergo and alternate Isabel Cristina Bittencourt SantiagoSupport FOR the incumbent nominee Ricardo Zaffari Crechi and alternate Roberto Frota Decourt (Item 11.3) is recommended in light of the lack of known concerns regarding the performance of the fiscal council members. In addition, support FOR the new management nominee Joarez Jose Picinini and incumbent alternate Ricardo Gus Maltz (Item 11.1) is also recommended.Lastly, a vote FOR the new shareholder nominee Jose Eduardo Moreira Bergo and alternate Isabel Cristina Bittencourt Santiago (Item 11.4) is recommended in light of the apparent extensive experience as fiscal council members of private and publicly-traded companies.As only three fiscal council nominees, and alternates, can be elected under these proposals, an ABSTAIN vote for the new management candidate Cristell Lisania Justen, and alternate Roberto Zeller Branchi, (Item 11.2) is warranted, because, although well-qualified, their biographies do not indicate previous experience as fiscal council members. The recommendation, however, should not be interpreted as a negative assessment of the nominees' experience and qualifications.

Mgmt For For Elect Ricardo Zaffari Grechi as Fiscal Council Member and Roberto Frota Decourt as Alternate

11.3

SH For None Elect Jose Eduardo Moreira Bergo as Fiscal Council Member and Isabel Cristina Bittencourt Santiago as Alternate Appointed by Minority

Shareholder

11.4


12

Page 117 of 202



Lojas Renner SA


Meeting Type: Special Ticker: LREN3

Primary ISIN: BRLRENACNOR1 Primary SEDOL: B0CGYD6

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Authorize Capitalization of Reserves Mgmt For For

Mgmt For For Authorize Bonus Issue 2

Mgmt For For Approve Increase in Authorized Capital 3

Mgmt For For Amend Articles 5 and 6 to Reflect Changes in Share Capital and Authorized Capital

Respectively

4

Magazine Luiza SA


Meeting Type: Annual Ticker: MGLU3

Primary ISIN: BRMGLUACNOR2 Primary SEDOL: B4975P9

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction





Mgmt For For Fix Number of Directors at Seven 3


4





6


Page 118 of 202



Magazine Luiza SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


7



Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Luiza Helena Trajano Inacio Rodrigues as Director

8.1


Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Marcelo Jose Ferreira e Silva as Director

8.2


Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Carlos Renato Donzelli as Director

8.3


Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Ines

Correa de Souza as Independent Director 8.4


Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Jose

Paschoal Rossetti as Independent Director 8.5


Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Betania Tanure de Barros as Independent Director

8.6


Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Silvio Romero de Lemos Meira as Independent

Director

8.7


Page 119 of 202




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Law?

9


Mgmt Abstain For Elect Fiscal Council Members 10

Voter Rationale: An ABSTAIN vote recommendation is warranted for management's fiscal council nominees, to allow minority shareholders to concentrate their votes on the election of a minority fiscal council candidates as further discussed under Items 12.1 and 12.2 of this meeting agenda.



11


SH For None Elect Eduardo Christovam Galdi Mestieri as Fiscal Council Member Appointed by Minority Shareholder

12.1

SH For None Elect Thiago Costa Jacinto as Alternate Fiscal Council Member Appointed by Minority Shareholder

12.2


13

Magazine Luiza SA


Meeting Type: Special Ticker: MGLU3

Primary ISIN: BRMGLUACNOR2 Primary SEDOL: B4975P9

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Ratify Acquisitions of Tecnologia Softbox Sistemas de Informacao Ltda., Certa Administracao Ltda. and Kelex Tecnologia Ltda.

Mgmt For For

Mgmt For For Ratify American Appraisal Servicos de Avaliacao Ltda. (Duff & Phelps Brasil) as the Independent Firm to Appraise Proposed Transaction

2

Mgmt For For Approve Independent Firm's Appraisal 3

Page 120 of 202




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Rectify Remuneration of Company's Management Approved at the April 13, 2018, AGM/EGM

4

Voter Rationale: We urge the board to take immediate steps to provide shareholders with the information referred to in item 13 of the Reference Form in CVM Instruction 480

Magnitogorsk Iron & Steel Works PJSC


Meeting Type: Annual Ticker: MAGN

Primary ISIN: RU0009084396 Primary SEDOL: B5B1RP0

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Meeting for GDR Holders Mgmt

Mgmt For For Approve Annual Report 1.1


Mgmt For For Approve Allocation of Income 2.1

Mgmt For For Approve Dividends of RUB 1.398 per Share 2.2


Mgmt Against None Elect Viktor Rashnikov as Director 3.1

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance. Moreover, given the non-independent status of the Chairman, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt Against None Elect Andrei Eremin as Director 3.2


Page 121 of 202



Magnitogorsk Iron & Steel Works PJSC Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against None Elect Kirill Levin as Director 3.3

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance. Moreover, given the non-independent status of the Chairman, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness

Mgmt For None Elect Valerii Martsinovich as Director 3.4

Mgmt For None Elect Ralf Morgan as Director 3.5

Mgmt For None Elect Nikolai Nikiforov as Director 3.6

Mgmt Against None Elect Olga Rashnikova as Director 3.7


Mgmt Against None Elect Zumrud Rustamova as Director 3.8


Mgmt Against None Elect Sergei Ushakov as Director 3.9


Mgmt Against None Elect Pavel Shiliaev as Director 3.10


Mgmt Against For Ratify PricewaterhouseCoopers as Auditor 4



Mgmt For For Approve New Edition of Regulations on General Meetings

6.1

Mgmt For For Approve New Edition of Regulations on Board of Directors

6.2

Mgmt For For Approve New Edition of Regulations on Management

6.3

Mgmt For For Approve New Edition of Regulations on CEO 6.4

Mgmt For For Approve Dividends 7

Page 122 of 202



Malayan Banking Bhd.

Meeting Date: 04/11/2019 Country: Malaysia


Primary ISIN: MYL1155OO000 Primary SEDOL: 6556325

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Final Dividend Mgmt For For

Mgmt For For Elect Abdul Farid Alias as Director 2

Mgmt For For Elect R. Karunakaran as Director 3

Mgmt Against For Elect Cheng Kee Check as Director 4


Mgmt For For Elect Fauziah Hisham as Director 5

Mgmt For For Elect Shariffuddin Khalid as Director 6

Mgmt For For Approve Directors' Fees 7

Mgmt For For Approve Director's Benefits 8


9

Mgmt For For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights

10

Mgmt For For Approve Issuance of New Ordinary Shares Under the Dividend Reinvestment Plan

11

Manila Electric Company

Meeting Date: 05/28/2019 Country: Philippines

Meeting Type: Annual Ticker: MER

Primary ISIN: PHY5764J1483 Primary SEDOL: B247XZ6

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Minutes of the Annual Meeting of

Stockholders Held on May 29, 2018 Mgmt For For

Mgmt For For Approve 2018 Audited Financial Statements 2

Mgmt For For Ratify the Acts of the Board and Management 3


Page 123 of 202



Manila Electric Company Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Anabelle L. Chua as Director 4.1

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Also, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Likewise, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt Against For Elect Ray C. Espinosa as Director 4.2

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Also, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt Against For Elect James L. Go as Director 4.3

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Also, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Likewise, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt Against For Elect John L. Gokongwei, Jr. as Director 4.4

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Also, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt Against For Elect Lance Y. Gokongwei as Director 4.5

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Also, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Likewise, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties. Lastly, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt Against For Elect Jose Ma. K. Lim as Director 4.6

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Also, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Likewise, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Page 124 of 202



Manila Electric Company Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Elpidio L. Ibañez as Director 4.7

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Also, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Elect Artemio V. Panganiban as Director 4.8


Mgmt Against For Elect Manuel V. Pangilinan as Director 4.9

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Moreover, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt Against For Elect Pedro E. Roxas as Director 4.10


Mgmt Against For Elect Victorico P. Vargas as Director 4.11


Mgmt For For Appoint External Auditors 5

MediaTek, Inc.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For





Page 125 of 202



MediaTek, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




Guarantees 6


Parties 7

Merida Industry Co., Ltd.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For




3

Mgmt For For Amend Procedures for Lending Funds to Other Parties and Procedures for Endorsement and

Guarantees

4

Mexichem SAB de CV


Meeting Type: Annual/Special Ticker: MEXCHEM

Primary ISIN: MX01ME050007 Primary SEDOL: 2434760

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Accept CEO's Report and Board's Report on

Operations and Results Mgmt For For

Mgmt For For Accept Individual and Consolidated Financial

Statements 1.2

Page 126 of 202



Mexichem SAB de CV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Accept Report on Compliance of Fiscal

Obligations 1.3

Mgmt For For Accept Report of Audit Committee 2

Mgmt For For Accept Report of Corporate Practices Committee 3

Mgmt For For Approve Individual and Consolidated Net Profit after Minority Interest in the Amount of USD 354.89 Million

4.1

Mgmt For For Approve Allocation of Individual and or Consolidated Profits and or Losses Referred to in Previous Item to the Accumulated Net Income Account

4.2

Mgmt For For Ratify Antonio Del Valle Ruiz as Honorary and

Lifetime Board Chairman 5.1

Mgmt For For Elect or Ratify Juan Pablo Del Valle Perochena

as Board Member 5.2a

Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Furthermore, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For For Elect or Ratify Adolfo Del Valle Ruiz as Board Member

5.2b

Mgmt Against For Elect or Ratify Ignacio Del Valle Ruiz as Board Member

5.2c

Voter Rationale: It is not appropriate for a director convicted of market misconduct to remain on the board.

Mgmt For For Elect or Ratify Antonio Del Valle Perochena as

Board Member 5.2d

Mgmt For For Elect or Ratify Maria Guadalupe Del Valle

Perochena as Board Member 5.2e

Mgmt For For Elect or Ratify Jaime Ruiz Sacristan as Board

Member 5.2f


Mgmt Against For Elect or Ratify Fernando Ruiz Sahagun as Board

Member 5.2g


Mgmt For For Elect or Ratify Eugenio Santiago Clariond Reyes as Board Member

5.2h

Mgmt For For Elect or Ratify Eduardo Tricio Haro as Board Member

5.2i

Mgmt For For Elect or Ratify Guillermo Ortiz Martinez as Board Member

5.2j

Page 127 of 202




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect or Ratify Divo Milan Haddad as Board

Member 5.2k

Mgmt For For Elect or Ratify Alma Rosa Moreno Razo as Board

Member 5.2l

Mgmt For For Elect or Ratify Maria Teresa Altagracia Arnal

Machado as Board Member 5.2m

Mgmt For For Elect or Ratify Juan Pablo Del Valle Perochena

as Chairman of Board of Directors 5.3a

Voter Rationale: the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Furthermore, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For For Elect or Ratify Juan Pablo Del Rio Benitez as Secretary (without being a member) of Board

5.3b

Mgmt For For Elect or Ratify Francisco Ramon Hernandez as Alternate Secretary (without being a member)

of Board

5.3c

Mgmt Against For Elect or Ratify Fernando Ruiz Sahagun as Chairman of Audit Committee

5.4a


Mgmt For For Elect or Ratify Eugenio Santiago Clariond Reyes as Chairman of Corporate Practices Committee

5.4b

Mgmt For For Approve Remuneration of Chairman of Board, Audit Committee and Corporate Practices Committee; Approve Remuneration of Members of Board and Members of Audit Committee and

Corporate Practices Committee

6

Mgmt For For Approve Cancellation of Balance of Amount Approved to be Used for Acquisition of

Company's Shares

7.1

Mgmt For For Set Aggregate Nominal Amount of Share Repurchase Reserve at USD 400 Million

7.2

Mgmt For For Accept Report on Adoption or Modification of Policies in Share Repurchases of Company

8

Mgmt For For Resolutions Regarding Decision Adopted by General Meeting on Aug. 21, 2018 Re: Extend

Dividend Term of Remaining USD 100 Million

9.1

Mgmt For For Resolutions Regarding Decision Adopted by General Meeting on Aug. 21, 2018 Re: Authorize Board Chairman, CEO and CFO to Set Dates and Payment Form of Aforementioned Dividends

9.2

Page 128 of 202




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Amend Articles; Approve Certification of

Company's Bylaws 10



Resolutions 11

Mobile TeleSystems PJSC


Meeting Type: Annual Ticker: MTSS

Primary ISIN: RU0007775219 Primary SEDOL: B59FPS3

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Approve Meeting Procedures 1

Mgmt For For Approve Annual Report, Financial Statements, and Allocation of Income, Including Dividends

of RUB 19.98 per Share

2

Mgmt Elect Nine Directors by Cumulative Voting

Mgmt For None Elect Antoniou Antonios Theodosiou as Director 3.1

Mgmt Against None Elect Feliks Evtushenkov as Director 3.2


Mgmt Against None Elect Artem Zasurskii as Director 3.3


Mgmt Against None Elect Aleksei Katkov as Director 3.4

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.In addition, executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Page 129 of 202



Mobile TeleSystems PJSC Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against None Elect Aleksei Kornia as Director 3.5


Mgmt For None Elect Regina von Flemming as Director 3.6

Mgmt Against None Elect Vsevolod Rozanov as Director 3.7

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.In addition, executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For None Elect Thomas Holtrop as Director 3.8


Mgmt For None Elect Valentin Iumashev as Director 3.9

Mgmt Elect Three Members of Audit Commission

Mgmt For For Elect Irina Borisenkova as Member of Audit Commission

4.1

Mgmt For For Elect Maksim Mamonov as Member of Audit Commission

4.2

Mgmt For For Elect Andrei Porokh as Member of Audit Commission

4.3

Mgmt Against For Ratify Deloitte and Touche CIS as Auditor 5


Mgmt For For Approve New Edition of Regulations on General Meetings

6

MOL Hungarian Oil & Gas Plc

Meeting Date: 04/11/2019 Country: Hungary

Meeting Type: Annual Ticker: MOL

Primary ISIN: HU0000153937 Primary SEDOL: BD5ZXH8

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Use of Electronic Vote Collection

Method Mgmt For For

Mgmt For For Elect Keeper of Minutes, Shareholders to

Authenticate Minutes, and Counter of Votes 2

Page 130 of 202



MOL Hungarian Oil & Gas Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Standalone and Consolidated Financial

Statements and Statutory Reports 3

Mgmt For For Approve Dividends of HUF 142.5 per Share 4

Mgmt For For Approve Company's Corporate Governance

Statement 5

Mgmt For For Approve Discharge of Management Board 6

Mgmt For For Approve Auditors and Authorize Board to Fix

Their Remuneration 7


Mgmt For For Approve Report on Share Repurchase Program Approved at 2018 AGM

8

Mgmt Against For Authorize Share Repurchase Program 9


Mgmt For For Elect Sandor Csanyi as Management Board Member

10

Mgmt For For Elect Anthony Radev as Management Board Member

11

Mgmt For For Elect Janos Martonyi as Management Board Member

12

Mgmt For For Elect Talal Al Awfi as Management Board Member

13

Mgmt For For Elect Anett Pandurics as Supervisory Board 14

Mgmt For For Elect Anett Pandurics as Audit Committee Member

15

Mgmt For For Authorize Share Capital Increase by Holders of "A" Series Shares

16

Mgmt For For Authorize Share Capital Increase by Holders of "B" Series Shares

17

Mgmt For For Approve Up to HUF 132.4 Billion Increase in Share Capital with Preemptive Rights; Amend

Articles of Association Accordingly

18

Motor Oil (Hellas) Corinth Refineries SA

Meeting Date: 06/05/2019 Country: Greece

Meeting Type: Annual Ticker: MOH

Primary ISIN: GRS426003000 Primary SEDOL: 5996234

Page 131 of 202



Motor Oil (Hellas) Corinth Refineries SA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1


Mgmt For For Approve Discharge of Board and Auditors 2

Mgmt Against For Elect Directors (Bundled) 3


Mgmt For For Elect Members of Audit Committee 4


Mgmt For For Approve Auditors and Fix Their Remuneration 6


Mgmt For For Approve Director Remuneration 7

Mgmt For For Approve Advance Payments for Directors 8

Mgmt Against For Approve Profit Sharing to Directors and Key Management Personnel

9


Mgmt Against For Approve Remuneration Policy 10

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

Mgmt Against For Amend Company Articles 11


MTN Group Ltd.


Meeting Type: Annual Ticker: MTN


Page 132 of 202



MTN Group Ltd.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Elect Mcebisi Jonas as Director 1.1

Mgmt Against For Elect Khotso Mokhele as Director 1.2


Mgmt For For Elect Swazi Tshabalala as Director 1.3

Mgmt For For Re-elect Shaygan Kheradpir as Director 1.4

Mgmt For For Re-elect Koosum Kalyan as Director 1.5

Mgmt For For Re-elect Azmi Mikati as Director 1.6

Mgmt For For Re-elect Jeff van Rooyen as Director 1.7

Mgmt For For Re-elect Dawn Marole as Director 1.8

Mgmt For For Re-elect Peter Mageza as Director 1.9

Mgmt For For Re-elect Alan Harper as Director 1.10

Mgmt For For Re-elect Christine Ramon as Member of the

Audit Committee 2.1

Mgmt For For Re-elect Paul Hanratty as Member of the Audit

Committee 2.2

Mgmt For For Re-elect Peter Mageza as Member of the Audit

Committee 2.3

Mgmt For For Re-elect Jeff van Rooyen as Member of the

Audit Committee 2.4

Mgmt For For Reappoint PricewaterhouseCoopers Inc as

Auditors of the Company 3


Mgmt For For Reappoint SizweNtsalubaGobodo Grant Thornton Inc as Auditors of the Company

4


Mgmt For For Place Authorised but Unissued Shares under Control of Directors

5


Mgmt Against For Approve Remuneration Policy 7


Page 133 of 202



MTN Group Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Remuneration Implementation Report 8



Mgmt For For Approve Remuneration of Non-Executive Directors

1


Mgmt For For Approve Financial Assistance to Subsidiaries and Other Related and Inter-related Entities

3

Mgmt Against For Approve Financial Assistance to Directors, Prescribed Officers and Employee Share

Scheme Beneficiaries

4

Voter Rationale: Shareholder funds should not be used to grant financial assistance to directors, officers or related persons without a clearly disclosed and fully justified explanation.

Nanya Technology Corp.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Business Report and Financial

Statements Mgmt For For




Mgmt For For Amend Trading Procedures Governing

Derivatives Products 4


Parties 5


Guarantees 6


Page 134 of 202



Nanya Technology Corp. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

SH Against None Elect Chia Chau, Wu, a Representative of NANYA PLASTICS CORP. with Shareholder No. 0000001, as Non-Independent Director

7.1

Voter Rationale: A vote AGAINST non-independent director nominees under Items 7.1-7.7 and 7.9 is warranted because the independence level will be 25 percent under ISS classification, which does not meet the ISS minimum requirement of one-third. A vote FOR the non-independent director nominee Pei-Ing Lee under Item 7.8 is warranted given his removal would be expected to have material negative impacts on shareholder value.A vote AGAINST independent director nominee Shu-Po Hsu under Item 7.11 is warranted because he has attended less than 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation;In the absence of any significant issues concerning other independent nominees Ching-Chyi Lai and Tsai-Feng Hou under Items 7.10 and 7.12, a vote FOR their election is warranted is warranted.

SH Against None Elect Wen Yuan, Wong with Shareholder No. 0017206, as Non-Independent Director

7.2


SH Against None Elect Susan Wang with ID No. A220199XXX, as Non-Independent Director

7.3


SH Against None Elect Joseph Wu, a Representative of NANYA PLASTICS CORP. with Shareholder No. 0000001, as Non-Independent Director

7.4


SH Against None Elect Rex Chuang, a Representative of NANYA PLASTICS CORP. with Shareholder No. 0000001, as Non-Independent Director

7.5


Page 135 of 202




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

SH Against None Elect Shih-Ming Hsie, a Representative of FORMOSA TAFFETA CORP. with Shareholder No. 0000003, as Non-Independent Director

7.6


SH Against None Elect Ming Jen, Tzou, a Representative of with ID No. M100002XXX, as Non-Independent

Director

7.7


SH For None Elect Pei-Ing Lee with Shareholder No. 0001266, as Non-Independent Director

7.8


SH Against None Elect Lin-Chin Su with Shareholder No. 0000285, as Non-Independent Director

7.9


SH For None Elect Ching-Chyi Lai with ID No. B101000XXX as



Page 136 of 202




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

SH Against None Elect Shu-Po Hsu with ID No. P121619XXX as



SH For None Elect Tsai-Feng Hou with ID No. Q202201XXX as Independent Director

7.12


Mgmt Against For Approve Release of Restrictions of Competitive Activities of Directors

8


Natura Cosmeticos SA


Meeting Type: Annual Ticker: NATU3

Primary ISIN: BRNATUACNOR6 Primary SEDOL: B014K55

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Mgmt For For Approve Capital Budget, Allocation of Income

and Dividends 2

Mgmt For For Fix Number of Director at Nine 3


Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.



5


Page 137 of 202



Natura Cosmeticos SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


6



Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Pedro Luiz Barreiros Passos as Director

7.1


Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Antonio Luiz da Cunha Seabra as Director

7.2


Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Guilherme Peirao Leal as Director

7.3


Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Silvia

Freire Dente da Silva Dias Lagnado as Director 7.4


Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Carla

Schmitzberger as Director 7.5



Roberto de Oliveira Marques as Director 7.6


Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Gilberto Mifano as Director

7.7


Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Fabio Colletti Barbosa as Director

7.8


Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Jessica DiLullo Herrin as Director

7.9


Page 138 of 202




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


8


Mgmt Abstain None In Case Cumulative Voting Is Adopted, Do You Wish for Your Votes to be Automatically

Distributed Amongst the Nominees?

9



10



11

Mgmt Abstain None As an Ordinary Shareholder, Would You like to Request a Separate Minority Election of a Member of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law?

12



Call?

13

Natura Cosmeticos SA


Meeting Type: Special Ticker: NATU3

Primary ISIN: BRNATUACNOR6 Primary SEDOL: B014K55

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Long-Term Incentive Plan and Co-Investment Plan

Mgmt For Against


Mgmt Against For Amend Stock Option Plan 2


Page 139 of 202




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Amend Share Matching Plan 3



4

Nedbank Group Ltd.


Meeting Type: Annual Ticker: NED


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Elect Peter Moyo as Director 1.1

Mgmt For For Re-elect Rob Leith as Director 1.2

Mgmt For For Re-elect Michael Brown as Director 2.1

Mgmt For For Re-elect Brian Dames as Director 2.2

Mgmt For For Re-elect Vassi Naidoo as Director 2.3

Mgmt For For Re-elect Stanley Subramoney as Director 2.4

Mgmt For For Reappoint Deloitte & Touche as Auditors of the Company with Lito Nunes as the Designated Registered Auditor

3.1

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

Mgmt For For Appoint Ernst & Young Inc as Auditors of the Company with Farouk Mohideen as the Designated Registered Auditor

3.2

Mgmt For For Place Authorised but Unissued Ordinary Shares

under Control of Directors 4





Page 140 of 202



Nedbank Group Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Fees for the Non-executive Chairman 1.1

Mgmt For For Approve Fees for the Lead Independent Director 1.2

Mgmt For For Approve Fees for the Nedbank Group Board

Member 1.3

Mgmt For For Approve Fees for the Group Audit Committee 1.4

Mgmt For For Approve Fees for the Group Credit Committee 1.5

Mgmt For For Approve Fees for the Group Directors' Affairs

Committee 1.6

Mgmt For For Approve Fees for the Group Information

Technology Committee 1.7

Mgmt For For Approve Fees for the Group Related Party

Transactions Committee 1.8

Mgmt For For Approve Fees for the Group Remuneration

Committee 1.9

Mgmt For For Approve Fees for the Group Risk and Capital

Management Committee 1.10

Mgmt For For Approve Fees for the Group Transformation,

Social and Ethics Committee 1.11


Mgmt For For Approve Financial Assistance to Related and

Inter-related Companies 3

NMC Health Plc


Meeting Type: Annual Ticker: NMC

Primary ISIN: GB00B7FC0762 Primary SEDOL: B7FC076

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For



Mgmt For For Reappoint Ernst & Young LLP as Auditors 4

Mgmt For For Authorise the Audit Committee to Fix Remuneration of Auditors

5

Mgmt For For Re-elect Mark Tompkins as Director 6

Page 141 of 202



NMC Health Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Re-elect Dr Bavaguthu Shetty as Director 7

Mgmt For For Re-elect Khalifa Bin Butti as Director 8

Mgmt For For Re-elect Prasanth Manghat as Director 9

Mgmt For For Re-elect Hani Buttikhi as Director 10

Mgmt For For Re-elect Dr Ayesha Abdullah as Director 11

Mgmt For For Elect Tarek Alnabulsi as Director 12

Mgmt For For Re-elect Abdulrahman Basaddiq as Director 13

Mgmt For For Re-elect Jonathan Bomford as Director 14

Mgmt For For Re-elect Lord Clanwilliam as Director 15

Mgmt For For Re-elect Salma Hareb as Director 16

Mgmt For For Authorise EU Political Donations and

Expenditure 17



Rights 19




Oil Co. LUKOIL PJSC


Meeting Type: Annual Ticker: LKOH

Primary ISIN: RU0009024277 Primary SEDOL: B59SNS8

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Meeting for ADR/GDR Holders Mgmt

Mgmt For For Approve Annual Report, Financial Statements, and Allocation of Income, Including Dividends of RUB 155 per Share

1

Mgmt Elect 11 Directors via Cumulative Voting

Page 142 of 202



Oil Co. LUKOIL PJSC Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against None Elect Vagit Alekperov as Director 2.1


Mgmt For None Elect Viktor Blazheev as Director 2.2


Mgmt For None Elect Toby Gati as Director 2.3

Mgmt Against None Elect Valerii Graifer as Director 2.4

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.In addition, given the non-independent status of the Chairman, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt Against None Elect Ravil Maganov as Director 2.5


Mgmt For None Elect Roger Munnings as Director 2.6

Mgmt Against None Elect Nikolai Nikolaev as Director 2.7


Mgmt For None Elect Pavel Teplukhin as Director 2.8

Mgmt Against None Elect Leonid Fedun as Director 2.9


Mgmt Against None Elect Liubov Khoba as Director 2.10


Mgmt For None Elect Sergei Shatalov as Director 2.11

Mgmt For None Elect Wolfgang Schussel as Director 2.12

Mgmt Elect Three Members of Audit Commission

Page 143 of 202



Oil Co. LUKOIL PJSC Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Ivan Vrublevskii as Member of Audit

Commission 3.1

Mgmt For For Elect Artem Otrubiannikov as Member of Audit

Commission 3.2

Mgmt For For Elect Pavel Suloev as Member of Audit

Commission 3.3

Mgmt For For Approve Remuneration of Directors for Fiscal

2018 4.1

Mgmt For For Approve Remuneration of New Directors for

Fiscal 2019 4.2

Mgmt For For Approve Remuneration of Members of Audit

Commission for Fiscal 2018 5.1

Mgmt For For Approve Remuneration of New Members of

Audit Commission for Fiscal 2019 5.2

Mgmt Against For Ratify KPMG as Auditor 6

Voter Rationale: Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor.In addition, companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

Mgmt Against For Approve New Edition of Regulations on General Meetings

7


Mgmt For For Approve Reduction in Share Capital through Share Repurchase Program and Subsequent Share Cancellation

8

Mgmt For For Approve Related-Party Transaction Re: Liability Insurance for Directors ,Executives, and Companies

9

Old Mutual Ltd.


Meeting Type: Annual Ticker: OMU

Primary ISIN: ZAE000255360 Primary SEDOL: BDVPYN5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Accept Financial Statements and Statutory Reports for the Year Ended 31 December 2018

1

Page 144 of 202



Old Mutual Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Paul Baloyi as Director 2.1


Mgmt For For Elect Peter de Beyer as Director 2.2

Mgmt For For Elect Thys du Toit as Director 2.3

Mgmt For For Elect Albert Essien as Director 2.4

Mgmt For For Elect Itumeleng Kgaboesele as Director 2.5

Mgmt For For Elect John Lister as Director 2.6

Mgmt For For Elect Sizeka Magwentshu-Rensburg as Director 2.7

Mgmt For For Elect Trevor Manuel as Director 2.8

Mgmt For For Elect Nombulelo Moholi as Director 2.9

Mgmt For For Elect Thoko Mokgosi-Mwantembe as Director 2.10

Mgmt For For Elect Nosipho Molope as Director 2.11

Mgmt For For Elect Peter Moyo as Director 2.12

Mgmt For For Elect James Mwangi as Director 2.13

Mgmt For For Elect Marshall Rapiya as Director 2.14

Mgmt For For Elect Casper Troskie as Director 2.15

Mgmt For For Elect Stewart van Graan as Director 2.16

Mgmt For For Elect Paul Baloyi as Member of the Audit Committee

3.1

Mgmt For For Elect Peter de Beyer as Member of the Audit Committee

3.2

Mgmt For For Elect Itumeleng Kgaboesele as Member of the Audit Committee

3.3

Mgmt For For Elect John Lister as Member of the Audit Committee

3.4

Mgmt For For Elect Nosipho Molope as Member of the Audit Committee

3.5

Mgmt For For Reappoint KPMG Inc as Auditors of the Company

4.1

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

Mgmt For For Appoint Deloitte & Touche as Auditors of the Company

4.2


Page 145 of 202



Old Mutual Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Remuneration Policy 6.1



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




1


Mgmt Against For Approve Financial Assistance to Subsidiaries and Other Related and Inter-related Entities and to Directors, Prescribed Officers or Other Persons Participating in Share or Other Employee

Incentive Schemes

3

Voter Rationale: Shareholder funds should not be used to grant financial assistance to directors, officers or related persons without a clearly disclosed and fully justified explanation.

OMV AG

Meeting Date: 05/14/2019 Country: Austria

Meeting Type: Annual Ticker: OMV

Primary ISIN: AT0000743059 Primary SEDOL: 4651459

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Receive Financial Statements and Statutory

Reports for Fiscal 2018 (Non-Voting) Mgmt


EUR 1.75 per Share 2

Mgmt For For Approve Discharge of Management Board for

Fiscal 2018 3

Mgmt Against For Approve Discharge of Supervisory Board for

Fiscal 2018 4

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

Page 146 of 202



OMV AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Remuneration of Supervisory Board

Members for Fiscal 2018 5

Mgmt For For Ratify Ernst & Young as Auditors for Fiscal 2019 6

Mgmt For For Approve Long Term Incentive Plan 2019 for Key

Employees 7.1

Mgmt For For Approve Equity Deferral Plan 7.2

Mgmt For For Elect Wolfgang C. Berndt as Supervisory Board

Member 8.1

Mgmt For For Elect Stefan Doboczky as Supervisory Board

Member 8.2

Mgmt Against For Elect Alyazia Ali Al Kuwaiti as Supervisory Board

Member 8.3

Voter Rationale: This director is not an independent director, yet sits on an audit committee that is majority non-independent. The audit committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.

Mgmt For For Elect Mansour Mohamed Al Mulla as Supervisory Board Member

8.4

Mgmt For For Elect Karl Rose as Supervisory Board Member 8.5

Mgmt For For Elect Johann Georg Schelling as Supervisory Board Member

8.6

Mgmt For For Elect Thomas Schmid as Supervisory Board Member

8.7

Mgmt For For Elect Elisabeth Stadler as Supervisory Board Member

8.8

Mgmt For For Elect Christoph Swarovski as Supervisory Board Member

8.9

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

Shares

9

Voter Rationale: Shares should not be repurchased at a significant variation to the market price.

OTP Bank Nyrt

Meeting Date: 04/12/2019 Country: Hungary

Meeting Type: Annual Ticker: OTP

Primary ISIN: HU0000061726 Primary SEDOL: 7320154

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Financial Statements, Statutory Reports, and Allocation of Income

Mgmt For For

Page 147 of 202



OTP Bank Nyrt Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Approve Company's Corporate Governance Statement

2


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

4

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.Auditors should undertake non-audit work in exceptional circumstances only. Any non-audit fees paid to the auditor should be clearly disclosed, justified and not exceed audit fees. Large non-audit fees could compromise objectivity of the audit.

Mgmt For For Amend the Articles of Association by Way of a Single Resolution

5.1

Mgmt For For Approve the Amendment of Articles of Association

5.2

Mgmt Against For Approve Election of Employee Representative to Supervisory Board

6

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

Mgmt For For Amend Remuneration Policy 7

Mgmt For For Approve Remuneration of Management Board, Supervisory Board, and Audit Committee Members

8

Mgmt Against For Authorize Share Repurchase Program 9


PagSeguro Digital Ltd.


Meeting Type: Annual Ticker: PAGS

Primary ISIN: KYG687071012 Primary SEDOL: BFWK4R7

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Accept Consolidated Financial Statements and Statutory Reports

Mgmt For For

Page 148 of 202



PagSeguro Digital Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Luis Frias 2.1

Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability. In addition, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities. Moreover, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Furthermore, we oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders

Mgmt For For Elect Director Maria Judith de Brito 2.2

Mgmt For For Elect Director Eduardo Alcaro 2.3

Mgmt Withhold For Elect Director Noemia Mayumi Fukugauti Gushiken

2.4

Voter Rationale: We voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.

Mgmt Withhold For Elect Director Cleveland Prates Teixeira 2.5


Mgmt Withhold For Elect Director Marcos de Barros Lisboa 2.6


Mgmt For For Elect Director Ricardo Dutra da Silva 2.7

Mgmt Against For Approve Restricted Stock Plan 3

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


Resolutions 4

Parex Resources Inc.

Meeting Date: 05/08/2019 Country: Canada

Meeting Type: Annual Ticker: PXT

Primary ISIN: CA69946Q1046 Primary SEDOL: B575D14

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Fix Number of Directors at Ten Mgmt For For

Mgmt For For Elect Director Curtis Bartlett 2.1

Page 149 of 202



Parex Resources Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Lisa Colnett 2.2

Mgmt For For Elect Director Robert Engbloom 2.3

Mgmt For For Elect Director Wayne Foo 2.4

Mgmt For For Elect Director G.R. (Bob) MacDougall 2.5

Mgmt For For Elect Director Glenn McNamara 2.6

Mgmt For For Elect Director Ron Miller 2.7

Mgmt For For Elect Director Carmen Sylvain 2.8

Mgmt For For Elect Director David Taylor 2.9

Mgmt For For Elect Director Paul Wright 2.10


Mgmt For For Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their

Remuneration

3

Mgmt For For Advisory Vote on Executive Compensation Approach

4

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. In this instance we note that threshold vesting at 0.0x is below what we typically see in the market and relative TSR is only one third of the performance targets; however, we would encourage a view in this area.

Petroleo Brasileiro SA


Meeting Type: Annual/Special Ticker: PETR4

Primary ISIN: BRPETRACNPR6 Primary SEDOL: 2684532

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Annual General Meeting





Mgmt Against For Dismiss Director 4


Page 150 of 202



Petroleo Brasileiro SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Directors 5.1




5.2



the Nominees?

5.3


Mgmt For For Elect Eduardo Bacellar Leal Ferreira as Board Chairman

6

Mgmt Abstain For Elect Fiscal Council Members 7a.1

Voter Rationale: An ABSTAIN recommendation is warranted for management's fiscal council nominees, to allow minority shareholders to concentrate their votes on the election of a minority fiscal council candidate, as further discussed under Item 7b of this meeting agenda.


7a.2


SH For None Elect Marcelo Gasparino da Silva as Fiscal Council Member and Patricia Valente Stierli as Alternate Appointed by Minority Shareholder

7b



Mgmt Extraordinary General Meeting

Mgmt Against For Amend Articles and Consolidate Bylaws 1


Polski Koncern Naftowy ORLEN SA


Meeting Type: Annual Ticker: PKN

Primary ISIN: PLPKN0000018 Primary SEDOL: 5810066

Page 151 of 202



Polski Koncern Naftowy ORLEN SA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Management Proposals Mgmt

Mgmt Open Meeting 1




Mgmt For For Elect Members of Vote Counting Commission 5

Mgmt Receive Management Board Report on

Company's and Group's Operations 6

Mgmt Receive Financial Statements and Management

Board Proposal on Allocation of Income 7

Mgmt Receive Consolidated Financial Statements 8

Mgmt Receive Supervisory Board Report 9

Mgmt Receive Management Board Report on Expenses Related to Representation, Legal Services, Marketing Services, Public Relations Services, Social Communication Services, and Management Advisory Services

10

Mgmt For For Approve Management Board Report on

Company's and Group's Operations 11


Mgmt For For Approve Consolidated Financial Statements 13


PLN 3.5 per Share 14

Mgmt For For Approve Discharge of Daniel Obajtek (CEO) 15.1

Mgmt For For Approve Discharge of Armen Artwich


Mgmt For For Approve Discharge of Patrycja Klarecka


Mgmt For For Approve Discharge of Jadwiga Lesisz


Mgmt For For Approve Discharge of Zbigniew Leszczynski


Mgmt For For Approve Discharge of Wieslaw Protasewicz


Mgmt For For Approve Discharge of Michal Rog (Management

Board Member) 15.7

Mgmt For For Approve Discharge of Jozef Wegrecki


Page 152 of 202



Polski Koncern Naftowy ORLEN SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Mgmt For For Approve Discharge of Wojciech Jasinski (CEO) 15.10

Mgmt For For Approve Discharge of Miroslaw Kochalski

(Deputy CEO) 15.11

Mgmt For For Approve Discharge of Krystian Pater


Mgmt For For Approve Discharge of Maria Sosnowska


Mgmt For For Approve Discharge of Izabela Felczak-Poturnicka

(Supervisory Board Member and Chairman) 16.1

Mgmt For For Approve Discharge of Radoslaw Kwasnicki

(Supervisory Board Deputy Chairman) 16.2

Mgmt For For Approve Discharge of Mateusz Bochacik

(Supervisory Board Secretary) 16.3

Mgmt For For Approve Discharge of Agnieszka Biernat-Wiatrak


Mgmt For For Approve Discharge of Andrzej Kapala


Mgmt For For Approve Discharge of Wojciech Krynski


Mgmt For For Approve Discharge of Jadwiga Lesisz


Mgmt For For Approve Discharge of Malgorzata Niezgoda




Mgmt For For Approve Discharge of Anna Wojcik (Supervisory

Board Member) 16.10

Mgmt For For Approve Discharge of Angelina Sarota

(Supervisory Board Chairman) 16.11

Mgmt For For Approve Discharge of Adrian Dworzynski


Mgmt For For Approve Discharge of Agnieszka Krzetowska


Mgmt For For Fix Number of Supervisory Board Members 17

Mgmt Against For Elect Chairman of Supervisory Board 18.1


Mgmt Against For Elect Supervisory Board Member 18.2


Page 153 of 202




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Shareholder Proposal Submitted by State

Treasury

SH Against None Amend Jan. 24, 2017, EGM, Resolution Re: Remuneration of Members of Management Board

19


SH For None Amend Jan. 24, 2017, EGM, Resolution Re: Remuneration of Members of Supervisory Board

20

Mgmt Management Proposals

Mgmt For For Amend Statute Re: Supervisory Board 21.1

Mgmt For For Amend Statute; Approve Consolidated Text of Statute

21.2

Mgmt Shareholder Proposals

SH Against None Amend Regulations on Agreements for Legal Services, Marketing Services, Public Relations Services, and Social Communication Services; Repeal June 30, 2017, AGM, Resolution

22

Voter Rationale: Sufficient information should be provided in advance of the meeting to enable shareholders to cast an informed vote.

SH Against None Amend Regulations on Disposal of Assets; Repeal June 30, 2017, AGM, Resolution Re:

Regulations on Disposal of Assets

23


SH Against None Approve Obligation of Publication of Statements on Expenses Related to Representation, Legal Services, Marketing Services, Public Relations Services, Social Communication Services, and Management Advisory Services; Repeal June 30,

2017, AGM, Resolution

24


SH Against None Approve Obligations from Articles 17.7, 18.2, 20, and 23 of Act on State Property Management; Repeal June 30, 2017, AGM, Resolution Re: Fulfilment of Obligations from Articles 17.7, 18.2, 20, and 23 of Act on State Property

Management

25


SH Against None Approve Regulations on Disposal of Fixed Assets 26


Page 154 of 202




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Management Proposal


Polyus PJSC


Meeting Type: Annual Ticker: PLZL

Primary ISIN: RU000A0JNAA8 Primary SEDOL: B57R0L9

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Meeting for ADR/GDR Holders Mgmt

Mgmt For For Approve Annual Report and Financial Statements

1

Mgmt For For Approve Allocation of Income and Dividends of RUB 143.62 per Share

2

Mgmt Elect Nine Directors by Cumulative Voting

Mgmt For None Elect Mariya Gordon as Director 3.1


Mgmt Against None Elect Pavel Grachev as Director 3.2


Mgmt For None Elect Edward Dowling as Director 3.3

Mgmt Against None Elect Said Kerimov as Director 3.4


Mgmt Against None Elect Sergey Nosov as Director 3.5


Page 155 of 202



Polyus PJSC Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against None Elect Vladimir Polin as Director 3.6

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For None Elect Kent Potter as Director 3.7

Mgmt Against None Elect Mikhail Stiskin as Director 3.8


Mgmt For None Elect William Champion as Director 3.9

Mgmt For For Ratify Auditor 4

Mgmt For For Approve Company's Membership in Association 5

Porto Seguro SA


Meeting Type: Special Ticker: PSSA3

Primary ISIN: BRPSSAACNOR7 Primary SEDOL: B0498T7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Bruno Campos Garfinkel as Board

Chairman Mgmt For For

Mgmt Against For Elect Ana Luiza Campos Garfinkel as Director 2



3

Page 156 of 202



Powszechna Kasa Oszczednosci Bank Polski SA


Meeting Type: Annual Ticker: PKO

Primary ISIN: PLPKO0000016 Primary SEDOL: B03NGS5

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Open Meeting Mgmt




Mgmt Receive Financial Statements and Management Board Proposal on Allocation of Income and

Covering of Loss from Previous Years

5

Mgmt Receive Management Board Report on Company's and Group's Operations,

Consolidated Financial Statements

6

Mgmt Receive Supervisory Board Report 7


Mgmt For For Approve Management Board Report on Company's and Group's Operations

8.2

Mgmt For For Approve Consolidated Financial Statements 8.3

Mgmt For For Approve Supervisory Board Report 8.4

Mgmt For For Approve Allocation of Income and Dividends of PLN 1.33 per Share; Approve Treatment of Net

Loss from Previous Years

8.5

Mgmt For For Approve Terms of Dividend Payment 8.6

Mgmt For For Approve Discharge of Zbigniew Jagiello (CEO) 8.7a

Mgmt For For Approve Discharge of Rafal Antczak (Deputy CEO)

8.7b

Mgmt For For Approve Discharge of Rafal Kozlowski (Deputy CEO)

8.7c

Mgmt For For Approve Discharge of Maks Kraczkowski (Deputy CEO)

8.7d

Mgmt For For Approve Discharge of Mieczyslaw Krol (Deputy CEO)

8.7e

Mgmt For For Approve Discharge of Adam Marciniak (Deputy CEO)

8.7f

Mgmt For For Approve Discharge of Piotr Mazur (Deputy CEO) 8.7g

Page 157 of 202



Powszechna Kasa Oszczednosci Bank Polski SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Discharge of Jakub Papierski (Deputy

CEO) 8.7h

Mgmt For For Approve Discharge of Jan Rosciszewski (Deputy

CEO) 8.7i

Mgmt For For Approve Discharge of Piotr Sadownik

(Supervisory Chairman) 8.8a

Mgmt For For Approve Discharge of Grazyna Ciurzynska

(Supervisory Deputy Chairman) 8.8b

Mgmt For For Approve Discharge of Zbigniew Hajlasz

(Supervisory Board Secretary) 8.8c

Mgmt For For Approve Discharge of Mariusz Andrzejewski

(Supervisory Board Member) 8.8d

Mgmt For For Approve Discharge of Miroslaw Barszcz

(Supervisory Board Member) 8.8e

Mgmt For For Approve Discharge of Adam Budnikowski

(Supervisory Board Member) 8.8f

Mgmt For For Approve Discharge of Wojciech Jasinski

(Supervisory Board Member) 8.8g

Mgmt For For Approve Discharge of Andrzej Kisielewicz

(Supervisory Board Member) 8.8h

Mgmt For For Approve Discharge of Elzbieta Maczynska-Ziemacka (Supervisory Board Member)

8.8i

Mgmt For For Approve Discharge of Janusz Ostaszewski

(Supervisory Board Member) 8.8j

Mgmt For For Approve Discharge of Jerzy Paluchniak

(Supervisory Board Member) 8.8k

Mgmt Receive Supervisory Board Report on Remuneration Policy and Compliance with Corporate Governance Principles

9

Mgmt Against For Recall Supervisory Board Member 10.1


Mgmt Against For Elect Supervisory Board Member 10.2



Powszechny Zaklad Ubezpieczen SA


Meeting Type: Annual Ticker: PZU

Primary ISIN: PLPZU0000011 Primary SEDOL: B63DG21

Page 158 of 202



Powszechny Zaklad Ubezpieczen SA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Open Meeting 1




Mgmt Receive Financial Statements 5

Mgmt Receive Consolidated Financial Statements 6

Mgmt Receive Management Board Report on Company's, Group's Operations, and Non-Financial Information

7

Mgmt Receive Supervisory Board Reports on Its Review of Financial Statements, Management Board Report, and Management Board Proposal

on Allocation of Income

8

Mgmt Receive Supervisory Board Report on Its

Activities 9

Mgmt Receive Management Board Report on Expenses Related to Representation, Legal Services, Marketing Services, Public Relations Services, Social Communication Services, and Management Advisory Services

10


Mgmt For For Approve Consolidated Financial Statements 12

Mgmt For For Approve Management Board Report on Company's, Group's Operations, and Non-Financial Information

13


PLN 2.80 per Share 14

Mgmt For For Approve Discharge of Roger Hodgkiss


Mgmt For For Approve Discharge of Tomasz Kulik


Mgmt For For Approve Discharge of Maciej Rapkiewicz


Mgmt For For Approve Discharge of Malgorzata Sadurska


Mgmt For For Approve Discharge of Pawel Surowka


Mgmt For For Approve Discharge of Boguslaw Banaszak


Page 159 of 202



Powszechny Zaklad Ubezpieczen SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Discharge of Marcin Chludzinski


Mgmt For For Approve Discharge of Aneta Falek (Supervisory

Board Member) 16.3

Mgmt For For Approve Discharge of Pawel Gorecki


Mgmt For For Approve Discharge of Agata Gornicka


Mgmt For For Approve Discharge of Robert Jastrzebski


Mgmt For For Approve Discharge of Katarzyna Lewandowska


Mgmt For For Approve Discharge of Maciej Lopinski


Mgmt For For Approve Discharge of Alojzy Nowak


Mgmt For For Approve Discharge of Robert Snitko


Mgmt For For Approve Discharge of Maciej Zaborowski


Mgmt Against For Elect Supervisory Board Member 17


Mgmt Against For Amend Statute 18


Mgmt Against For Approve Investment in Securities Guaranteed by

State Treasury 19



SH Against None Amend Feb. 8, 2017, EGM Resolution 4/2017 Re: Remuneration Policy for Management Board Members

20


SH Against None Amend Feb. 8, 2017, EGM Resolution 5/2017 Re: Remuneration Policy for Supervisory Board

Members

21

Voter Rationale: Proponents should provide sufficient information on directors' fees to enable shareholders to cast an informed vote. Variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.

Mgmt Management Proposals


Page 160 of 202



PT Bank Rakyat Indonesia (Persero) Tbk

Meeting Date: 05/15/2019 Country: Indonesia

Meeting Type: Annual Ticker: BBRI

Primary ISIN: ID1000118201 Primary SEDOL: 6709099

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Accept Financial Statements, Statutory Reports, and Report of the Partnership and Community Development Program (PCDP) and Discharge of Directors and Commissioners

Mgmt For For



Voter Rationale: Companies should ensure that shareholders are provided with sufficient information regarding income allocation and dividends to enable informed decisions.

Mgmt Against For Approve Remuneration of Directors and Commissioners

3

Voter Rationale: Companies should provide clear disclosure of compensation to the commissioners and board of directors and ensure that remuneration is commensurate with their roles and market rates.

Mgmt For For Appoint Auditors of the Company and the Partnership and Community Development

Program (PCDP)

4

Mgmt Against For Approve Changes in Board of Company 5


PT Semen Indonesia (Persero) Tbk


Meeting Type: Annual Ticker: SMGR

Primary ISIN: ID1000106800 Primary SEDOL: 6795236

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Financial Statements, Statutory Reports, and Discharge of Directors and Commissioners

Mgmt For For


Page 161 of 202



PT Semen Indonesia (Persero) Tbk Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Annual Report of the Partnership and Community Development Program (PCDP)and Discharge of Directors and Commissioners

2




Mgmt Against For Approve Remuneration and Tantiem of Directors

and Commissioners 4


Mgmt For For Appoint Auditors of the Company and the Partnership and Community Development Program (PCDP)

5

Mgmt Against For Amend Articles of Association 6


Mgmt For For Approve Changes in Board of Company 7

PT Surya Citra Media Tbk


Meeting Type: Annual Ticker: SCMA

Primary ISIN: ID1000125305 Primary SEDOL: B8HWJY1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Financial Statements, Statutory Reports, and Discharge of Directors and Commissioners

Mgmt For For




Mgmt Against For Approve Remuneration of Directors and Commissioners

3


Mgmt For For Approve Auditors 4

Page 162 of 202



PT Surya Citra Media Tbk Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Amend Article 3 of the Articles of Association 5


PT Surya Citra Media Tbk


Meeting Type: Special Ticker: SCMA

Primary ISIN: ID1000125305 Primary SEDOL: B8HWJY1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights and Amend Articles of Association

Mgmt For Against

Voter Rationale: Part of the proceeds will be used for the acquisition of equity interests in VDC, KLY, and BVI. However, the company has not provided sufficient information on the terms of such acquisitions.

Mgmt Against For Approve Acquisition of Shares 2

Voter Rationale: A vote AGAINST this resolution is warranted given the lack of information to make an informed voting decision.

PT Telekomunikasi Indonesia Tbk


Meeting Type: Annual Ticker: TLKM

Primary ISIN: ID1000129000 Primary SEDOL: BD4T6W7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Annual Report Mgmt For For


Mgmt For For Approve Financial Statements, Report of the Partnership and Community Development Program (PCDP) and Discharge of Directors and Commissioners

2


Page 163 of 202



PT Telekomunikasi Indonesia Tbk Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Mgmt Against For Approve Remuneration and Tantiem of Directors and Commissioners

4


Mgmt For For Appoint Auditors of the Company and the Partnership and Community Development

Program (PCDP)

5

Mgmt Against For Amend Articles of Association 6


Mgmt Against For Approve Changes in Board of Company 7


PTT Public Co., Ltd.


Meeting Type: Annual Ticker: PTT

Primary ISIN: TH0646010Z00 Primary SEDOL: BD0BDH1

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Acknowledge Performance Statement and Approve Financial Statements

Mgmt For For

Mgmt For For Approve Allocation of Income and Dividend Payment

2

Mgmt For For Approve State Audit Office of the Kingdom of Thailand as Auditors and Authorize Board to Fix

Their Remuneration

3



Mgmt For For Elect Krairit Euchukanonchai as Director 6.1

Mgmt For For Elect Chumpol Rimsakorn as Director 6.2

Mgmt For For Elect Teerawat Boonyawat as Director 6.3

Mgmt For For Elect Supot Teachavorasinskun as Director 6.4

Mgmt For For Elect Don Wasantapruek as Director 6.5

Page 164 of 202



PTT Public Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Robinson Public Co. Ltd.


Meeting Type: Annual Ticker: ROBINS

Primary ISIN: TH0279010Y01 Primary SEDOL: BF13JT4

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Acknowledge Operating Results Mgmt


Mgmt For For Approve Allocation of Income and Dividend Payment

3

Mgmt Against For Elect Sudhisak Chirathivat as Director 4.1

Voter Rationale: The board should include at least 33% independent directors to ensure appropriate balance of independence and objectivity. For companies without an independent chairman, the board should have at least 50% independent directors. Furthermore, for companies without an independent chairman, a senior independent director should be appointed to serve as an additional safeguard and point of communication for shareholders.

Mgmt Against For Elect Sudhitham Chirathivat as Director 4.2

Mgmt Against For Elect Yuwadee Chirathivat as Director 4.3

Mgmt For For Elect Yodhin Anavil as Director 4.4


Mgmt For For Approve KPMG Phoomchai Audit Co., Ltd. as Auditors and Authorize Board to Fix Their

Remuneration

6

RUMO SA


Meeting Type: Annual Ticker: RAIL3

Primary ISIN: BRRAILACNOR9 Primary SEDOL: BYXZ2W5

Page 165 of 202



RUMO SA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction





Mgmt For For Fix Number of Directors at 11 3

Mgmt Against For Approve Characterization of Independent

Directors 4

Voter Rationale: A vote AGAINST this item is recommended because:- The company has bundled this request, thus not allowing shareholders to vote on the independence classification of each candidate individually; and- There are concerns with the independence level of board members with tenure of 12-years or more years.


Law?

5



6


Mgmt For For Elect Rubens Ometto Silveira Mello as Director 7.1


Mgmt Against For Elect Marcos Marinho Lutz as Director 7.2

Mgmt For For Elect Marcelo de Souza Scarcela Portela as

Director 7.3

Mgmt For For Elect Abel Gregorei Halpern as Director 7.4

Mgmt For For Elect Marcelo Eduardo Martins as Director 7.5

Mgmt For For Elect Sameh Fahmy as Director 7.6

Mgmt For For Elect Burkhard Otto Cordes as Director 7.7

Mgmt For For Elect Julio Fontana Neto as Director 7.8

Mgmt Against For Elect Mailson Ferreira da Nobrega as Director 7.9

Mgmt For For Elect Riccardo Arduini as Director and Giancarlo Arduini as Alternate

7.10

Page 166 of 202



RUMO SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Marcos Sawaya Junk as Director 7.11


8



Rubens Ometto Silveira Mello as Director 9.1


Marcos Marinho Lutz as Director 9.2


Marcelo de Souza Scarcela Portela as Director 9.3

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Abel

Gregorei Halpern as Director 9.4


Marcelo Eduardo Martins as Director 9.5


Sameh Fahmy as Director 9.6


Burkhard Otto Cordes as Director 9.7

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Julio

Fontana Neto as Director 9.8


Mailson Ferreira da Nobrega as Director 9.9

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Riccardo Arduini as Director and Giancarlo Arduini as Alternate

9.10


Marcos Sawaya Junk as Director 9.11

Mgmt For For Elect Rubens Ometto Silveira Mello as Board Chairman and Marcos Marinho Lutz as Vice-Chairman

10


Mgmt For For Fix Number of Fiscal Council Members at Five 11

Mgmt Abstain For Elect Luiz Carlos Nannini as Fiscal Council Member and Henrique Ache Pillar as Alternate

12.1

Voter Rationale: An ABSTAIN vote recommendation is warranted for management's fiscal council nominees, to allow minority shareholders to concentrate their votes on the election of a minority fiscal council candidates, as further discussed under Items 13.1 and 13.2 of this meeting agenda.

Page 167 of 202



RUMO SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Abstain For Elect Marcelo Curti as Fiscal Council Member

and Joao Marcelo Peixoto Torres as Alternate 12.2

Mgmt Abstain For Elect Francisco Silverio Morales Cespede as Fiscal Council Member and Helio Ribeiro Duarte as Alternate

12.3

Mgmt Abstain For Elect Cristina Anne Betts as Fiscal Council Member and Guido Barbosa de Oliveira as Alternate

12.4

SH Abstain None Elect Thiago Costa Jacinto as Fiscal Council Member and Henrique Bredda as Alternate Appointed by Minority Shareholder

13.1

Voter Rationale: Minority shareholders have appointed two sets of competing nominees for the single fiscal council seat (and alternate) reserved for ordinary minority shareholders.While all candidates appear to be well-qualified to serve as the fiscal council minority shareholder representatives, nominees Reginaldo Ferreira Alexandre and Walter Luis Bernardes Albertoni (alternate), would likely bring greater experience, independence, and minority representation to the company's fiscal council. In addition, it does not appear that the minority nominees did not have any relationship with the company's controlling shareholders in recent years. As such a vote FOR Item 13.2 is warranted. As minority shareholders can only elect a single fiscal council nominee and alternate, an ABSTAIN recommendation is warranted for Item 13.1. This recommendation, however, should not be interpreted as a negative assessment of the experience or qualifications of the competing minority nominees Thiago Costa Jacinto and Jose Mauricio D'isep Costa (alternate).Institutional shareholders should provide explicit voting instructions if they seek to elect a specific candidate.

SH For None Elect Reginaldo Ferreira Alexandre as Fiscal Council Member and Walter Luis Bernardes Albertoni as Alternate Appointed by Minority Shareholder

13.2

Mgmt For For Appoint Luiz Carlos Nannini as Fiscal Council Chairman

14


15


16


17

Sanlam Ltd.


Meeting Type: Annual Ticker: SLM

Primary ISIN: ZAE000070660 Primary SEDOL: B0L6750

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports for Year Ended 31 December 2018 Mgmt For For

Page 168 of 202



Sanlam Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reappoint Ernst & Young Incorporated as Auditors of the Company and Appoint C du Toit as the Individual and Designated Auditor

2


Mgmt For For Elect Shirley Zinn as Director 3.1

Mgmt Against For Re-elect Patrice Motsepe as Director 4.1

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

Mgmt For For Re-elect Karabo Nondumo as Director 4.2

Mgmt For For Re-elect Chris Swanepoel as Director 4.3

Mgmt Against For Re-elect Anton Botha as Director 4.4

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

Mgmt Against For Re-elect Sipho Nkosi as Director 4.5

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

Mgmt For For Re-elect Ian Kirk as Director 5.1

Mgmt Against For Re-elect Anton Botha as Member of the Audit

Committee 6.1


Mgmt For For Re-elect Paul Hanratty as Member of the Audit

Committee 6.2

Mgmt For For Re-elect Mathukana Mokoka as Member of the

Audit Committee 6.3

Mgmt For For Re-elect Karabo Nondumo as Member of the

Audit Committee 6.4


Mgmt For For Approve Remuneration Implementation Report 7.2

Mgmt For For Approve Remuneration of Executive Directors and Non-executive Directors for the Financial Year Ended 31 December 2018

8



Page 169 of 202



Sanlam Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Mgmt For For Approve Remuneration of Non-executive Directors for the Period 1 July 2019 until 30 June 2020

A

Mgmt For For Approve Financial Assistance in Terms of

Section 44 of the Companies Act B

Mgmt For For Approve Financial Assistance in Terms of

Section 45 of the Companies Act C

Mgmt For For Authorise Repurchase of Issued Share Capital D

Mgmt For For Amend Trust Deed of the Sanlam Limited Share

Incentive Trust E

Sberbank Russia OJSC


Meeting Type: Annual Ticker: SBER

Primary ISIN: RU0009029540 Primary SEDOL: 4767981

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Mgmt For For Approve Allocation of Income and Dividends of RUB 16 per Share

3

Mgmt Against For Ratify PricewaterhouseCoopers as Auditor 4

Voter Rationale: Auditors should undertake non-audit work in exceptional circumstances only. Any non-audit fees paid to the auditor should be clearly disclosed, justified and not exceed audit fees. Large non-audit fees could compromise objectivity of the audit.


Mgmt For None Elect Esko Tapani Aho as Director 5.1

Mgmt For None Elect Leonid Boguslavsky as Director 5.2

Page 170 of 202



Sberbank Russia OJSC Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against None Elect Valery Goreglyad as Director 5.3

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.Furthermore, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.Finally, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against None Elect Herman Gref as Director 5.4


Mgmt Against None Elect Bella Zlatkis as Director 5.5


Mgmt Against None Elect Nadezhda Ivanova as Director 5.6

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against None Elect Sergey Ignatyev as Director 5.7

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For None Elect Nikolay Kudryavtsev as Director 5.8

Mgmt For None Elect Alexander Kuleshov as Director 5.9

Mgmt For None Elect Gennady Melikyan as Director 5.10

Mgmt Against None Elect Maksim Oreshkin as Director 5.11


Mgmt Against None Elect Olga Skorobogatova as Director 5.12


Mgmt For None Elect Nadia Wells as Director 5.13

Page 171 of 202



Sberbank Russia OJSC Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against None Elect Sergey Shvetsov as Director 5.14


Mgmt For For Elect Herman Gref as CEO 6.1

Mgmt Against For Approve New Edition of Charter 7


Mgmt Against For Approve New Edition of Regulations on

Supervisory Board 8


Mgmt Against For Approve New Edition of Regulations on Management

9


Mgmt Elect Seven Members of Audit Commission

Mgmt For For Elect Alexey Bogatov as Member of Audit Commission

10.1

Mgmt For For Elect Natalya Borodina as Member of Audit Commission

10.2

Mgmt For For Elect Maria Voloshina as Member of Audit Commission

10.3

Mgmt For For Elect Tatyana Domanskaya as Member of Audit Commission

10.4

Mgmt For For Elect Yulia Isakhanova as Member of Audit Commission

10.5

Mgmt For For Elect Irina Litvinova as Member of Audit Commission

10.6

Mgmt For For Elect Alexey Minenko as Member of Audit Commission

10.7

SBM Offshore NV

Meeting Date: 04/10/2019 Country: Netherlands

Meeting Type: Annual Ticker: SBMO

Primary ISIN: NL0000360618 Primary SEDOL: B156T57

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Page 172 of 202



SBM Offshore NV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Open Meeting 1

Mgmt Receive Report of Management Board

(Non-Voting) 2

Mgmt Receive Report of Supervisory Board

(Non-Voting) 3

Mgmt Discuss Remuneration Report 4

Mgmt Receive Information by PricewaterhouseCoopers 5.1

Mgmt For For Adopt Financial Statements 5.2

Mgmt For For Approve Dividends of USD 0.37 Per Share 5.3

Mgmt Amend Dividend Policy 5.4

Mgmt For For Approve Discharge of Management Board 6.1

Mgmt Against For Approve Discharge of Supervisory Board 6.2

Voter Rationale: A vote AGAINST the discharge of the supervisory board is warranted because:- The supervisory board decided to additionally reward the executives for settling legacy bribery and corruptions cases (total settlement costs over the years of USD 825 million);- The supervisory board used its discretionary authority to adjust the outcome of the STI without a compelling rationale;- The supervisory board failed to explain why the STI outcome is considered unfair or inadequate.Although we acknowledge that removing uncertainties regarding potential fines and litigations means a positive outlook for the company, we however believe it is inappropriate to reward executives for reaching settlements on cases that involved criminal wrongdoing (corruption and bribery).

Mgmt Discussion on Company's Corporate Governance Structure

7

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

8.1

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

8.2

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

9.1

Mgmt For For Approve Cancellation of Repurchased Shares 9.2

Mgmt For For Reelect P.C. Barril to Management Board 10.1

Mgmt For For Reelect E. Lagendijk to Management Board 10.2

Mgmt For For Reelect L.B.L.E Mulliez to Supervisory Board 11.1

Mgmt For For Reelect C.D. Richard to Supervisory Board 11.2

Mgmt Against For Reelect S. Hepkema to Supervisory Board 11.3


Mgmt Allow Questions 12


Page 173 of 202



Shandong Weigao Group Medical Polymer Co. Ltd.



Primary ISIN: CNE100000171 Primary SEDOL: 6742340

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Amendments to Articles of Association to Expand Business Scope

Mgmt For For

Shimao Property Holdings Limited



Primary ISIN: KYG810431042 Primary SEDOL: B16YNS1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Mgmt For For Elect Hui Sai Tan, Jason as Director 3.1

Mgmt For For Elect Tang Fei as Director 3.2

Mgmt Against For Elect Liu Sai Fei as Director 3.3



Directors 3.4



Voter Rationale: Auditors should undertake non-audit work in exceptional circumstances only. Any non-audit fees paid to the auditor should be clearly disclosed, justified and not exceed audit fees. Large non-audit fees could compromise objectivity of the audit.


5



Page 174 of 202



Shimao Property Holdings Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Sinopec Shanghai Petrochemical Company Limited



Primary ISIN: CNE1000004C8 Primary SEDOL: 6797458

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Approve 2018 Work Report of the Board of

Directors 1



2





Mgmt For For Approve 2019 Financial Budget Report 5

Mgmt For For Approve PricewaterhouseCoopers Zhong Tian LLP (Special General Partnership) as Domestic Auditors and PricewaterhouseCoopers as International Auditors and Authorize Board to Fix Their Remuneration

6

Sinotruk (Hong Kong) Limited



Primary ISIN: HK3808041546 Primary SEDOL: B296ZH4

Page 175 of 202



Sinotruk (Hong Kong) Limited

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction





Mgmt For For Elect Cai Dong as Director 3A


Mgmt For For Elect Dai Lixin as Director 3B

Mgmt For For Elect Sun Chenglong as Director 3C

Mgmt For For Elect Jörg Mommertz as Director 3D

Mgmt Against For Elect Andreas Hermann Renschler as Director 3E


Mgmt Against For Elect Joachim Gerhard Drees as Director 3F


Mgmt Against For Elect Jiang Kui as Director 3G


Mgmt For For Elect Annette Danielski as Director 3H

Mgmt Against For Elect Lin Zhijun as Director 3I


Mgmt For For Elect Zhao Hang as Director 3J


Directors 3K



Mgmt For For Elect Lyu Shousheng as Director 5A

Mgmt For For Authorize Board to Fix Remuneration of Lyu

Shousheng 5B

Page 176 of 202



SJM Holdings Limited



Primary ISIN: HK0880043028 Primary SEDOL: B2NR3Y6

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For


Mgmt For For Elect Ng Chi Sing as Director 3.1

Mgmt For For Elect Chau Tak Hay as Director 3.2

Mgmt Against For Elect Tsang On Yip, Patrick as Director 4


Mgmt For For Elect Wong Yu Pok, Marina as Director 5


6

Mgmt For For Approve Deloitte Touche Tohmatsu as Auditor and Authorize Board to Fix Their Remuneration

7

Mgmt Against For Approve Grant of Options Under the Share Option Scheme

8

Voter Rationale: Share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Furthermore, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Lastly, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.


Sociedad Quimica y Minera de Chile SA


Meeting Type: Annual Ticker: SQM.B

Primary ISIN: CLP8716X1082 Primary SEDOL: 2718301

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Page 177 of 202



Sociedad Quimica y Minera de Chile SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Reports 1

Mgmt For For Appoint Auditors, Account Inspectors and Risk

Assessment Companies 2

Mgmt For For Approve Report Regarding Related-Party

Transactions 3

Mgmt For For Approve Investment and Financing Policy 4


Mgmt For For Approve Dividend Policy 6

Mgmt For For Approve Report on Board's Expenses 7

Mgmt Vote for Item 8A or Item 8B only; If You Vote for Both Items 8A and 8B then the Ballot on this Resolution will not Count

Mgmt Abstain For Elect Directors 8A

Voter Rationale: An ABSTAIN vote is warranted for this bundled election proposal to allow shareholders to support the independent nominee presented by class B holders under Item 8B of this meeting agenda.

Mgmt For For Elect Laurence Golborne as Director Representing Series B Shareholders

8B



Mgmt For For Receive Matters Related to Directors' Committee, Audit Committee, Corporate Governance Committee and Health, Safety and Environmental Committee

10



Standard Bank Group Ltd.


Meeting Type: Annual Ticker: SBK

Primary ISIN: ZAE000109815 Primary SEDOL: B030GJ7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Accept Financial Statements and Statutory Reports for the Year Ended 31 December 2018

1

Page 178 of 202



Standard Bank Group Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Re-elect Geraldine Fraser-Moleketi as Director 2.1

Mgmt For For Re-elect Martin Oduor-Otieno as Director 2.2

Mgmt For For Re-elect Andre Parker as Director 2.3

Mgmt Against For Re-elect Myles Ruck as Director 2.4

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

Mgmt For For Re-elect Peter Sullivan as Director 2.5

Mgmt For For Reappoint KPMG Inc as Auditors of the Company

3.1


Mgmt For For Reappoint PricewaterhouseCoopers Inc as Auditors of the Company

3.2


Mgmt For For Place Authorised but Unissued Ordinary Shares under Control of Directors

4

Mgmt For For Place Authorised but Unissued Non-redeemable Preference Shares under Control of Directors

5


Mgmt For For Approve Implementation Report 6.2

Mgmt For For Authorise Repurchase of Issued Ordinary Share Capital

7

Mgmt For For Authorise Repurchase of Issued Preference Share Capital

8

Mgmt For For Approve Financial Assistance in Terms of Section 45 of the Companies Act

9


SH Against Against Report to Shareholders on the Company's Assessment of Greenhouse Gas Emissions Resulting from its Financing Portfolio

10.1

SH For Against Adopt and Publicly Disclose a Policy on Lending to Coal-fired Power Projects and Coal Mining Operations

10.2

Voter Rationale: Item 10.1A vote AGAINST this proposal is warranted:* The Company's GHG disclosures do not lag typical market practice; and* Measuring and reporting the carbon footprint of a loan portfolio is not yet an industry standard, and the timeline to report on this potentially complex issue is short.Item 10.2A vote FOR this proposal is warranted:* Whilst the Company has now publicly disclosed a policy on lending to coal-fired power projects, there is no apparent disclosure of its policy on the Bank's wider lending to coal mining operations. This information could be of benefit to shareholders.

Page 179 of 202



Sunac China Holdings Ltd.



Primary ISIN: KYG8569A1067 Primary SEDOL: B4XRPN3

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For


Mgmt For For Elect Tian Qiang as Director 3A1

Mgmt For For Elect Huang Shuping as Director 3A2

Mgmt For For Elect Li Qin as Director 3A3

Mgmt For For Elect Ma Lishan as Director 3A4


3B

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

4


5A





Sunny Optical Technology (Group) Company Limited



Primary ISIN: KYG8586D1097 Primary SEDOL: B1YBT08

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For


Page 180 of 202



Sunny Optical Technology (Group) Company Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Sun Yang as Director 3a

Mgmt For For Elect Zhang Yuqing as Director 3b

Mgmt For For Elect Shao Yang Dong as Director 3c


Directors 3d

Mgmt For For Approve Deloitte Touche Tohmatsu as External Auditor and Authorize Board to Fix Their Remuneration

4



5





Taiwan Semiconductor Manufacturing Co., Ltd.




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction





Mgmt For For Approve Amendments to Trading Procedures Governing Derivatives Products and Procedures Governing the Acquisition or Disposal of Assets

4

Mgmt ELECT INDEPENDENT DIRECTOR VIA

CUMULATIVE VOTING

Mgmt For For Elect Moshe N. Gavrielov with ID No.

505930XXX as Independent Director 5.1

Page 181 of 202



Tatneft PJSC


Meeting Type: Annual Ticker: TATN

Primary ISIN: RU0009033591 Primary SEDOL: B59BXN2

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction






Mgmt Against None Elect Radik Gaizatullin as Director 4.1

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance. Additionally, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For None Elect Laszlo Gerecs as Director 4.2

Mgmt Against None Elect Iurii Levin as Director 4.3

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance. Additionally, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against None Elect Nail Maganov as Director 4.4

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance. Additionally, executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt Against None Elect Renat Muslimov as Director 4.5


Mgmt Against None Elect Rafail Nurmukhametov as Director 4.6


Page 182 of 202



Tatneft PJSC Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against None Elect Rinat Sabirov as Director 4.7


Mgmt Against None Elect Valerii Sorokin as Director 4.8


Mgmt Against None Elect Nurislam Siubaev as Director 4.9


Mgmt Against None Elect Shafagat Takhautdinov as Director 4.10


Mgmt Against None Elect Rustam Khalimov as Director 4.11


Mgmt Against None Elect Azat Khamaev as Director 4.12


Mgmt Against None Elect Rais Khisamov as Director 4.13


Mgmt For None Elect Rene Steiner as Director 4.14

Mgmt Elect Members of Audit Commission

Mgmt For For Elect Kseniia Borzunova as Member of Audit Commission

5.1

Mgmt For For Elect Azat Galeev as Member of Audit Commission

5.2

Mgmt For For Elect Guzal Gilfanova as Member of Audit Commission

5.3

Mgmt For For Elect Salavat Zaliaev as Member of Audit Commission

5.4

Page 183 of 202



Tatneft PJSC Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Venera Kuzmina as Member of Audit

Commission 5.5

Mgmt For For Elect Liliia Rakhimzianova as Member of Audit

Commission 5.6

Mgmt For For Elect Nazilia Farkhutdinova as Member of Audit

Commission 5.7

Mgmt For For Elect Ravil Sharifullin as Member of Audit

Commission 5.8

Mgmt For For Ratify PricewaterhouseCoopers Audit as Auditor 6

Mgmt For For Approve New Edition of Charter 7

Mgmt For For Approve New Edition of Regulations on General

Meetings 8

Mgmt For For Approve New Edition of Regulations on Board of

Directors 9

Mgmt For For Approve New Edition of Regulations on CEO 10

Mgmt For For Approve New Edition of Regulations on

Management 11

Mgmt For For Approve New Edition of Regulations on Audit

Commission 12

Tencent Holdings Limited



Primary ISIN: KYG875721634 Primary SEDOL: BMMV2K8

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


Mgmt For For Elect Jacobus Petrus (Koos) Bekker as Director 3a

Mgmt For For Elect Ian Charles Stone as Director 3b


3c


4

Page 184 of 202



Tencent Holdings Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction







Tencent Holdings Limited



Primary ISIN: KYG875721634 Primary SEDOL: BMMV2K8

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Refreshment of Scheme Mandate Limit

Under the Share Option Scheme Mgmt For Against

Voter Rationale: We consider the limit under the proposed scheme (10%) to be too high. In these cases, we would prefer limits are closer to 5%. Furthermore, we are missing disclosure of challenging performance conditions and meaningful vesting periods that reward executives for enhancing shareholder value over time,

Thai Oil Public Co. Ltd.


Meeting Type: Annual Ticker: TOP

Primary ISIN: TH0796010005 Primary SEDOL: B0300P1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Acknowledge Operating Results and Approve Financial Statements

Mgmt For For




Page 185 of 202



Thai Oil Public Co. Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve PricewaterhouseCoopers ABAS Ltd. as Auditors and Authorize Board to Fix Their Remuneration

4

Mgmt Against For Elect Auttapol Rerkpiboon as Director 5.1

Voter Rationale: For companies without an independent chairman, the board should include at least 50% independent directors to ensure appropriate balance of independence and objectivity.

Mgmt For For Elect Kukiat Srinaka as Director 5.2

Mgmt Against For Elect Duangporn Thiengwatanatham as Director 5.3


Mgmt Against For Elect Kanit Si as Director 5.4


Mgmt Against For Elect Preecha Pocatanawat as Director 5.5


Mgmt For For Approve Disposal of Assets to Transfer

Ownership in Energy Recovery Unit (ERU) 6



Tullow Oil Plc


Meeting Type: Annual Ticker: TLW

Primary ISIN: GB0001500809 Primary SEDOL: 0150080

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Mgmt Against For Approve Remuneration Report 3

Voter Rationale: Long-term incentive schemes should be based on forward-looking multi-year performance targets to ensure appropriate alignment between the interests of executives and shareholders. IN the existing scheme we consider it appropriate for there to be additional stretch in the performance targets, especially given the size of potential award.

Mgmt For For Re-elect Michael Daly as Director 4

Mgmt For For Re-elect Steve Lucas as Director 5

Page 186 of 202



Tullow Oil Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Re-elect Angus McCoss as Director 6

Mgmt For For Re-elect Paul McDade as Director 7

Mgmt For For Elect Dorothy Thompson as Director 8

Mgmt Against For Re-elect Jeremy Wilson as Director 9

Voter Rationale: Due to ongoing concerns regarding the competence of the remuneration committee chairman we are not inclined to support their re-election to the board.

Mgmt For For Re-elect Les Wood as Director 10

Mgmt For For Reappoint Deloitte LLP as Auditors 11

Mgmt For For Authorise the Audit Committee to Fix Remuneration of Auditors

12


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

14

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

15


Turk Hava Yollari AO

Meeting Date: 06/28/2019 Country: Turkey

Meeting Type: Annual Ticker: THYAO

Primary ISIN: TRATHYAO91M5 Primary SEDOL: B03MYK0

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Open Meeting and Elect Presiding Council of

Meeting 1

Mgmt For For Accept Board Report 2

Mgmt For For Accept Audit Report 3

Mgmt For For Accept Financial Statements 4

Mgmt For For Approve Discharge of Board 5


Mgmt Against For Approve Director Remuneration 7

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

Page 187 of 202



Turk Hava Yollari AO Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Ratify Director Appointments 8

Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board. Also, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Elect Directors 9

Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board. Also, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Ratify External Auditors 10


Mgmt Receive Information on Guarantees, Pledges

and Mortgages Provided to Third Parties 11

Mgmt Against For Approve Upper Limit of Donations for 2019 and

Receive Information on Donations Made in 2018 12


Mgmt Wishes 13

TURKCELL Iletisim Hizmetleri AS

Meeting Date: 05/31/2019 Country: Turkey

Meeting Type: Annual Ticker: TCELL

Primary ISIN: TRATCELL91M1 Primary SEDOL: B03MYN3

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Open Meeting and Elect Presiding Council of

Meeting 1

Mgmt For For Authorize Presiding Council to Sign Minutes of

Meeting 2

Mgmt Accept Board Report 3

Mgmt Accept Audit Report 4

Mgmt For For Accept Financial Statements 5

Mgmt For For Approve Discharge of Board 6

Page 188 of 202



TURKCELL Iletisim Hizmetleri AS Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Upper Limit of Donations for 2019 and

Receive Information on Donations Made in 2018 7


Mgmt For For Amend Company Articles 8

Mgmt Against For Ratify Director Appointments and Elect Directors 9


Mgmt Against For Approve Director Remuneration 10


Mgmt Against For Ratify External Auditors 11



Mgmt For For Grant Permission for Board Members to Engage in Commercial Transactions with Company and Be Involved with Companies with Similar Corporate Purpose

13

Mgmt Receive Information on Guarantees, Pledges and Mortgages Provided to Third Parties

14


UPL Limited



Primary ISIN: INE628A01036 Primary SEDOL: B0L0W35

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Issuance of Bonus Shares Mgmt For For

Vale SA


Meeting Type: Annual/Special Ticker: VALE3

Primary ISIN: BRVALEACNOR0 Primary SEDOL: 2196286

Page 189 of 202



Vale SA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Special Meeting Agenda


Mgmt Annual Meeting Agenda

Mgmt Against For Accept Financial Statements and Statutory


Voter Rationale: A vote AGAINST this item is warranted.The Brazilian Corporate Law (article 134, paragraph 3) establishes that the approval, without reservations, of the company's financial statements and management accounts presented under this resolution exempts the company's officers and members of its audit committee from liabilities. As such, in light of the material concerns regarding the potential breach of fiduciary duties of company's administrators in the context of the collapse of the Brumadinho dam and the killing of approximately 300 people (between confirmed dead and still missing), as well as the ongoing criminal, civil, and administrative investigations carried out by Brazilian authorities, support for this proposal is not recommended at this time.

Mgmt For For Approve Capital Budget and Allocation of

Income 2


Mgmt For None Do You Wish to Adopt Cumulative Voting for the Election of the Members of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law?

27

Mgmt Against For Elect Directors 28

Voter Rationale: We voted against due to the governance concerns regarding the composition of the management slate and the fact that minority shareholders have indicated their intention to elect board nominees under the cumulative voting process, as further analyzed in this report



29

Voter Rationale: We voted against because potential changes in the board slate composition can impact the board's independence level in a way that cannot be anticipated by shareholders at this time. As such, due to the lack of timely disclosure, international institutional investors are prevented from making an informed voting decision.


the Nominees?

30



Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Marcio Hamilton Ferreira as Director and Gilmar

Dalilo Cezar Wanderley as Alternate

31.1

Page 190 of 202



Vale SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Marcel Juviniano Barros as Director and Marcia Fragoso Soares as Alternate

31.2

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Jose Mauricio Pereira Coelho as Director and Arthur Prado Silva as Alternate

31.3

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Marcelo Augusto Dutra Labuto as Director and Ivan Luiz Modesto Schara as Alternate

31.4

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Oscar Augusto de Camargo Filho as Director and Yoshitomo Nishimitsu as Alternate

31.5

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Toshiya Asahi as Director and Hugo Serrado Stoffel as Alternate

31.6

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Fernando Jorge Buso Gomes as Director and Johan Albino Ribeiro as Alternate

31.7

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Eduardo de Oliveira Rodrigues Filho as Director and Respective Alternate

31.8

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Jose Luciano Duarte Penido as Director and Respective Alternate

31.9

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Sandra Maria Guerra de Azevedo as Director and Respective Alternate

31.10

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Isabella Saboya de Albuquerque as Director and Adriano Cives Seabra as Alternate

31.11

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Clarissa de Araujo Lins as Director and Respective Alternate

31.12

SH For None Elect Patricia Gracindo Marques de Assis Bentes and Marcelo Gasparino da Silva as Board Members Appointed by Minority Shareholder

32

Mgmt For None In Case Cumulative Voting Is Adopted, Do You Wish Distribute Your Full Position to the Above Nominee?

33


Law?

35

Page 191 of 202



Vale SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Abstain None In Case Neither Class of Shares Reaches the Minimum Quorum Required by the Brazilian Corporate Law to Elect a Board Representative in Separate Elections, Would You Like to Use Your Votes to Elect the Candidate with More Votes to Represent Both Classes?

36

Mgmt Abstain For Elect Fiscal Council Members 37



38

Voter Rationale: We voted against because lack of timely disclosure prevents international institutional investors from making an informed voting decision.

SH For None Elect Raphael Manhaes Martins as Fiscal Council Member and Gaspar Carreira Junior as Alternate

Appointed by Minority Shareholder

39

Mgmt For For Approve Remuneration of Company's Management and Fiscal Council

40

VEON Ltd.


Meeting Type: Annual Ticker: VEON

Primary ISIN: US91822M1062 Primary SEDOL: BD4H632

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Ratify PricewaterhouseCoopers as Auditor 1

Mgmt For For Approve Increase in Size of Board from 11 to 12 2

Mgmt If Item 2 is Not Passed: Elect 11 Directors by

Cumulative Voting

Mgmt Against None Elect Guillaume Bacuvier as Director 3.1

Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. We are unable to identify the independent nominees.

Mgmt Against None Elect Osama Bedier as Director 3.2


Page 192 of 202



VEON Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For None Elect Ursula Burns as Director 3.3


Mgmt Against None Elect Mikhail Fridman as Director 3.4


Mgmt Against None Elect Gennady Gazin as Director 3.5


Mgmt Against None Elect Andrei Gusev as Director 3.6


Mgmt Against None Elect Gunnar Holt as Director 3.7


Mgmt Against None Elect Sir Julian Horn-Smith as Director 3.8


Mgmt Against None Elect Robert Jan van de Kraats as Director 3.9


Mgmt Against None Elect Guy Laurence as Director 3.10


Mgmt Against None Elect Alexander Pertsovsky as Director 3.11


Mgmt Against None Elect Muhterem Kaan Terzioglu as Director 3.12


Mgmt If Item 2 is Passed: Elect 12 Directors by

Cumulative Voting

Mgmt Against None Elect Guillaume Bacuvier as Director 4.1


Mgmt Against None Elect Osama Bedier as Director 4.2


Mgmt For None Elect Ursula Burns as Director 4.3


Page 193 of 202



VEON Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against None Elect Mikhail Fridman as Director 4.4


Mgmt Against None Elect Gennady Gazin as Director 4.5


Mgmt Against None Elect Andrei Gusev as Director 4.6


Mgmt Against None Elect Gunnar Holt as Director 4.7


Mgmt Against None Elect Sir Julian Horn-Smith as Director 4.8


Mgmt Against None Elect Robert Jan van de Kraats as Director 4.9


Mgmt Against None Elect Guy Laurence as Director 4.10


Mgmt Against None Elect Alexander Pertsovsky as Director 4.11


Mgmt Against None Elect Muhterem Kaan Terzioglu as Director 4.12


Mgmt For None If you are holding less than 5% of the Company's total issued and outstanding shares, vote FOR. Otherwise vote AGAINST.

5


Vincom Retail Joint Stock Company

Meeting Date: 04/11/2019 Country: Vietnam

Meeting Type: Annual Ticker: VRE

Primary ISIN: VN000000VRE6 Primary SEDOL: BZ0WW59

Page 194 of 202



Vincom Retail Joint Stock Company

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Report of Board of Directors Mgmt For For

Mgmt For For Approve Report of Management on 2018

Business Performance and 2019 Business Plan 2

Mgmt For For Approve Report of Supervisory Board 3



Mgmt For For Approve 2018 Appropriation Plan 5

Mgmt For For Approve Remuneration of Directors and Supervisors

6



Vivo Energy Plc


Meeting Type: Annual Ticker: VVO

Primary ISIN: GB00BDGT2M75 Primary SEDOL: BDGT2M7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


Mgmt For For Approve Remuneration Policy 3


Mgmt For For Elect John Daly as Director 5

Mgmt For For Elect Christian Chammas as Director 6

Mgmt For For Elect Johan Depraetere as Director 7

Mgmt For For Elect Gawad Abaza as Director 8

Mgmt For For Elect Carol Arrowsmith as Director 9

Mgmt For For Elect Thembalihle Hixonia Nyasulu as Director 10

Mgmt For For Elect Christopher Rogers as Director 11

Page 195 of 202



Vivo Energy Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Javed Ahmed as Director 12

Mgmt For For Elect Temitope Lawani as Director 13

Mgmt For For Appoint PricewaterhouseCoopers LLP as

Auditors 14

Mgmt For For Authorise the Audit and Risk Committee to Fix

Remuneration of Auditors 15



Rights 17

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

18


Mgmt For For Authorise EU Political Donations and

Expenditure 20



Win Semiconductors Corp.



Primary ISIN: TW0003105003 Primary SEDOL: B56LHP5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For



Mgmt Against For Amend Procedures Governing the Acquisition or Disposal of Assets

4

Voter Rationale: A vote FOR Items 3 and 5 is warranted given that the amendments are mostly technical in nature and are based on operational needs.A vote AGAINST Item 4 is warranted because:* The proposed increase of caps in securities investment may expose the company to unnecessary risks; and* The company has failed to provide a compelling rationale for such changes.A vote AGAINST Item 6 is warranted because:* The proposed increase of caps in endorsement and guarantee provision may expose the company to unnecessary risks; and* The company has failed to provide a compelling rationale for such changes.


Parties 5

Page 196 of 202



Win Semiconductors Corp. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Amend Procedures for Endorsement and

Guarantees 6

Voter Rationale: A vote FOR Items 3 and 5 is warranted given that the amendments are mostly technical in nature and are based on operational needs.A vote AGAINST Item 4 is warranted because:* The proposed increase of caps in securities investment may expose the company to unnecessary risks; and* The company has failed to provide a compelling rationale for such changes.A vote AGAINST Item 6 is warranted because:* The proposed increase of caps in endorsement and guarantee provision may expose the company to unnecessary risks; and* The company has failed to provide a compelling rationale for such changes.

Mgmt ELECT NON-INDEPENDENT DIRECTORS AND INDEPENDENT DIRECTORS VIA CUMULATIVE

VOTING

Mgmt For For Elect Chin-Tsai Chen (Dennis Chen) with Shareholder No. 00000073, as


7.1

Voter Rationale: For companies without an independent chairman, a senior independent director should be appointed to serve as an additional safeguard and point of communication for shareholders. In addition, executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For For Elect Su-Chang Hsieh, a Representative of International Fiber Technology Co., Ltd. with Shareholder No. 00000001, as Non-Independent Director

7.2


Mgmt For For Elect Li-Cheng Yeh with Shareholder No. 00001435, as Non-Independent Director

7.3

Mgmt For For Elect Yu-Chi Wang (YC Wang) with Shareholder No. 00000153, as Non-Independent Director

7.4

Mgmt For For Elect Wen-Ming Chang (William Chang) with Shareholder No. 00003643, as Non-Independent Director

7.5

Mgmt For For Elect Shun-Ping Chen (Steve Chen) with Shareholder No. 00000074, as Non-Independent Director

7.6

Mgmt For For Elect Chin-Shih Lin with ID No. A111215XXX as Independent Director

7.7

Mgmt For For Elect Shen-Yi Lee with Shareholder No. 00002998 as Independent Director

7.8

Mgmt For For Elect Hai-Ming Chen with Shareholder No. 00081087 as Independent Director

7.9

Mgmt For For Approve Release of Restrictions of Competitive Activities of Directors

8

Page 197 of 202



X5 Retail Group NV


Meeting Type: Annual Ticker: FIVE

Primary ISIN: US98387E2054 Primary SEDOL: B07T3T9

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Meeting for GDR Holders Mgmt

Mgmt Open Meeting 1

Mgmt Receive Report of Management Board (Non-Voting)

2

Mgmt Discuss Remuneration Report 3.A

Mgmt Receive Explanation on Company's Dividend Policy

3.B

Mgmt For For Adopt Financial Statements and Statutory Reports

3.C

Mgmt For For Approve Dividends of RUB 92.06 per Share 3.D


Mgmt For For Approve Discharge of Supervisory Board 5

Mgmt For For Reelect Igor Shekhterman to Management Board

6.A

Mgmt For For Reelect Frank Lhoest to Management Board 6.B

Mgmt For For Elect Quinten Peer to Management Board 6.C

Mgmt For For Reelect Stephan DuCharme to Supervisory Board

7.A


Mgmt For For Reelect Petr Demchenkov to Supervisory Board 7.B

Mgmt For For Reelect Geoff King to Supervisory Board 7.C

Mgmt For For Reelect Michael Kuchment to Supervisory Board 7.D

Mgmt For For Elect Alexander Torbakhov to Supervisory Board 7.E

Mgmt Against For Approve Remuneration of Supervisory Board 8.A

Voter Rationale: A vote AGAINST is warranted because of the excessiveness on the remuneration of the supervisory board regarding this remuneration proposal.

Mgmt For For Approve Restricted Stock Grants to Supervisory

Board Members (Tranche 9) 8.B

Page 198 of 202



X5 Retail Group NV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Restricted Stock Grants to Supervisory

Board Members (Tranche 10) 8.C

Voter Rationale: A vote AGAINST is warranted because of the excessiveness on the remuneration of the supervisory board regarding this remuneration proposal.

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

9

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

10

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

11


Mgmt For For Appoint Ernst & Young as Auditors 13


Yandex NV


Meeting Type: Annual Ticker: YNDX

Primary ISIN: NL0009805522 Primary SEDOL: B5BSZB3

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Approve to Extend the Period for Preparing the

Annual Account for the Financial Year 2018 1

Mgmt For For Adopt Financial Statements and Statutory

Reports 2

Mgmt For For Approve Discharge of Directors 3

Mgmt For For Reelect Rogier Rijnja as Non-Executive Director 4

Mgmt For For Reelect Charles Ryan as Non-Executive Director 5

Mgmt Against For Reelect Alexander Voloshin as Non-Executive

Director 6

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

Page 199 of 202



Yandex NV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Mikhail Parakhin as Non-Executive Director 7

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

Mgmt For For Elect Tigran Khudaverdyan as Executive Director 8

Mgmt For For Approve Cancellation of Outstanding Class C Shares

9

Mgmt For For Ratify Auditors 10

Mgmt Against For Amend 2016 Equity Incentive Plan 11

Voter Rationale: Share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. In addition, variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Furthermore, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Also, this plan could lead to excessive dilution. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Mgmt Against For Grant Board Authority to Issue Class A Shares and Preference Shares

12

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

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

13

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

Mgmt Against For Authorize Repurchase of Up to 20 Percent of

Issued Share Capital 14


Zhejiang Expressway Co., Ltd.



Primary ISIN: CNE1000004S4 Primary SEDOL: 6990763

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve 2018 Report of the Directors Mgmt For For

Page 200 of 202



Zhejiang Expressway Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Committee 2




Mgmt For For Approve 2018 Final Dividend 4

Mgmt For For Approve 2018 Final Accounts and 2019 Financial

Budget 5


Mgmt For For Approve Deloitte Touche Tohmatsu Certified Public Accountants Hong Kong as the Hong Kong Auditors and Authorize Board to Fix Their

Remuneration

6


Mgmt For For Approve Pan China Certified Public Accountants as the PRC Auditors and Authorize Board to Fix Their Remuneration

7

Mgmt Against For Approve Annual Caps for the Deposit Services

Under the New Financial Services Agreement 8

Voter Rationale: In the absence of compelling economic rationale such pooling of the group’s cash through an unlisted financial vehicle may give the parent company control over the listed company’s finances.

Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights for H Shares and Related Transactions

9


Zhongsheng Group Holdings Limited



Primary ISIN: KYG9894K1085 Primary SEDOL: B633D97

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Page 201 of 202



Zhongsheng Group Holdings Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Li Guoqiang as Director 3

Mgmt For For Elect Du Qingshan as Director 4

Mgmt For For Elect Zhang Zhicheng as Director 5

Mgmt For For Elect Lin Yong as Director 6

Mgmt Against For Elect Chin Siu Wa Alfred as Director 7



8


9



11




Page 202 of 202

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The information, opinions estimates or forecasts contained in this document were obtained from sources

reasonably believed to be reliable and are subject to change at any time. The report reflects voting

instructions given, not votes cast and the information has been provided by an external supplier. BMO

Global Asset Management may from time to time deal in investments that may be mentioned herein on

behalf of their clients. © 2015 BMO Global Asset Management. All rights reserved. BMO Global Asset

Management is a trading name of F&C Management Limited, which is authorised and regulated by the

Financial Conduct Authority.