Voting - Schroders€¦ · changes; * The proposed amendment would potentially increase the...

Schroders is required to publish records of voting in order to achieve compliance with the UK Stewardship Code. According, voting in accordance with our house policy is set out on the following pages.

Voting October 2018

Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018

EnQuest Plc

Meeting Date: 10/01/2018 Country: United Kingdom

Meeting Type: Special Ticker: ENQ

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Approve the Magnus Transaction 1

Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.

For For Approve the Thistle Transaction 2


For For Authorise Issue of Equity with Pre-emptive

Rights

3

Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.

For For Authorise Issue of Equity without Pre-emptive

Rights

4


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

5


ITC Ltd.

Meeting Date: 10/01/2018 Country: India

Meeting Type: Special Ticker: 500875

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Grant of Equity Settled Stock Appreciation Rights to the Eligible Employees of the Company Under the lTC Employee Stock Appreciation Rights Scheme 2018

For For

Blended Rationale: A vote FOR these resolutions is warranted given that the overall terms of the proposed plan are reasonable.

For For Approve Extension of Benefits of the lTC Employee Stock Appreciation Rights Scheme 2018 to Permanent Employees Including Managing /Wholetime Directors, of Subsidiary Companies

2

Blended Rationale: A vote FOR these resolutions is warranted given that the overall terms of the proposed plan are reasonable.


ITC Ltd. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Approve Variation in the Terms of Remuneration of the Managing Director and other Wholetime Directors of the Company

3

Mahle Metal Leve SA

Meeting Date: 10/01/2018 Country: Brazil

Meeting Type: Special Ticker: LEVE3

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Agreement to Absorb Mahle Industry do Brasil Ltda.

For For


For For Ratify KPMG Auditores Independentes as the Independent Firm to Appraise Proposed Transaction

2

Blended Rationale: A vote FOR these items is warranted because: * The company effectively owns 100 percent of its subsidiary; * The absorption will not result in any transfer of cash or shares away from the company; * The company has presented reasonable rationale for the transaction; and * The proposed transaction is neutral to shareholders.

For For Approve Independent Firm's Appraisal 3

Blended Rationale: A vote FOR these items is warranted because: * The company effectively owns 100 percent of its subsidiary; * The absorption will not result in any transfer of cash or shares away from the company; * The company has presented reasonable rationale for the transaction; and * The proposed transaction is neutral to shareholders.

For For Approve Absorption of Mahle Industry do Brasil

Ltda.

4


For For Approve Liquidation and Transfer of All Assets of

Mahle Industry do Brasil Ltda. to Company

5


For For Amend Article 15 Re: Related-Party Transactions 6

Blended Rationale: A vote FOR these requests is warranted because: * The company has provided the full details of the proposed changes; * The proposed amendment would potentially increase the company's governance regarding related-party transactions, with positive-to-neutral impact for shareholders.

For For Consolidate Bylaws 7

Blended Rationale: A vote FOR these requests is warranted because: * The company has provided the full details of the proposed changes; * The proposed amendment would potentially increase the company's governance regarding related-party transactions, with positive-to-neutral impact for shareholders.


Syntel, Inc.

Meeting Date: 10/01/2018 Country: USA

Meeting Type: Special Ticker: SYNT

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Merger Agreement For For

Against For Advisory Vote on Golden Parachutes 2

Voter Rationale: We are not supportive of Golden Parachutes

Blended Rationale: We are not supportive of Golden Parachutes

For For Adjourn Meeting 3

Global MENA Financial Assets Ltd.

Meeting Date: 10/02/2018 Country: Guernsey

Meeting Type: Annual Ticker: GMFA

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Financial Statements and Statutory

Reports

For For

For For Ratify KPMG Channel Islands Limited as

Auditors

2

For For Authorise Board to Fix Remuneration of Auditors 3

For For Re-elect Samir Sayeed as Director 4

For For Approve Remuneration of Directors 5

Pampa Energia SA

Meeting Date: 10/02/2018 Country: Argentina

Meeting Type: Special Ticker: PAMP

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Designate Two Shareholders to Sign Minutes of Meeting

For For


Pampa Energia SA Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Approve Cancellation of 202.89 Million Treasury Shares and Consequent Reduction in Share Capital

2

For For Approve Granting of Authorizations to Perform Formalities and Necessary Presentations to Obtain Corresponding Registrations

3

BB Seguridade Participacoes SA


Meeting Type: Special Ticker: BBSE3

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Fabiano Macanhan Fontes as Alternate Fiscal Council Member

For For

Blended Rationale: A vote FOR these items is warranted because: * The company has provided the name and biographical information of the nominees; and * There are no known problems regarding the board or fiscal council.

For For Elect Luis Felipe Vital Nunes Pereira as Fiscal Council Member

1.2

Blended Rationale: A vote FOR these items is warranted because: * The company has provided the name and biographical information of the nominees; and * There are no known problems regarding the board or fiscal council.

For For Elect Antonio Mauricio Maurano as Director 2.1

Blended Rationale: A vote AGAINST these items is warranted because: * Despite meeting the minimum independence requirement of the Novo Mercado listing segment of the Sao Paulo Stock Exchange (B3), the new board's level of independence fails to meet the expectations of institutional investors; and * The proposed board's 29-percent level of independence fails to reflect the company's free float of 33.58 percent.

For For Elect Gueitiro Matsuo Genso as Director 2.2

Blended Rationale: A vote AGAINST these items is warranted because: * Despite meeting the minimum independence requirement of the Novo Mercado listing segment of the Sao Paulo Stock Exchange (B3), the new board's level of independence fails to meet the expectations of institutional investors; and * The proposed board's 29-percent level of independence fails to reflect the company's free float of 33.58 percent.

For None In Case Cumulative Voting Is Adopted, Do You Wish to Equally Distribute Your Votes for Each Supported Nominee?

3

Blended Rationale: Under these items, the company presented shareholders with the option to request cumulative voting for the election of directors under the terms of Article 141 of the Brazilian Corporate Law, in accordance with the rules of the remote voting card issued by the Brazilian Securities Regulator (CVM), and mandatory for all publicly-traded Brazilian companies. ABSTAIN vote recommendations are warranted for Items 3-5 in the absence of publicly-available information, disclosed in a timely manner, regarding a cumulative voting request presented by shareholders.


BB Seguridade Participacoes SA Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

Abstain None Percentage of Votes to Be Assigned - Elect

Antonio Mauricio Maurano as Director

4.1

Voter Rationale: Votes for our votes to be distributed evenly.

Blended Rationale: Votes for our votes to be distributed evenly.


Gueitiro Matsuo Genso as Director

4.2

Voter Rationale: Votes for our votes to be distributed evenly.

Blended Rationale: Votes for our votes to be distributed evenly.

Against 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?

5

Voter Rationale: We are not supportive of cumulative voting.

Blended Rationale: We are not supportive of cumulative voting.

Against 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?

6

Voter Rationale: Lack of disclosure so unable to make an informed decision.

Blended Rationale: Lack of disclosure so unable to make an informed decision.

For For Approve Grant of Shares to Employees 7

Elementis Plc


Meeting Type: Special Ticker: ELM

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Acquisition of Mondo Minerals Holding B.V.

For For


Morgan Stanley Invt. Fds. - Gbl. Multi-asset Opportunities Fd.

Meeting Date: 10/03/2018 Country: Luxembourg

Meeting Type: Special Ticker: G1LWD6.F


Morgan Stanley Invt. Fds. - Gbl. Multi-asset Opportunities Fd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Diane Hosie as Director For For

Blended Rationale: A vote FOR this item is warranted in the absence of any concern about the board and its composition.

For For Elect Susanne van Dootingh as Director 2

Blended Rationale: A vote FOR this item is warranted in the absence of any concern about the board and its composition.

poenina holding ag

Meeting Date: 10/03/2018 Country: Switzerland

Meeting Type: Special Ticker: PNHO

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Share Re-registration Consent For For

poenina holding ag


Meeting Type: Special Ticker: PNHO

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Elect Thomas Kellenberger as Director For For

Blended Rationale: Votes FOR these items are warranted because the proposed transaction is supported by compelling rationale and valuation appears to be reasonable.

For For Approve CHF 83,333 Capital Increase with Preemptive Rights

2.1


For For Approve CHF 65,771 Capital Increase without Preemptive Rights, If Item 2.1 is Approved

2.2



poenina holding ag Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

Against For Approve Creation of CHF 100,000 Pool of

Capital without Preemptive Rights

3

Voter Rationale: The issuance request would result in a potentially excessive dilution of 40 percent

Blended Rationale: The issuance request would result in a potentially excessive dilution of 40 percent

Against For Transact Other Business (Voting) 4

Voter Rationale: Other business not disclosed

Blended Rationale: Other business not disclosed

SYNNEX Corp.


Meeting Type: Special Ticker: SNX

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Issue Shares in Connection with Merger For For

Blended Rationale: Referred to Schroders for internal consideration.



Wheeler Real Estate Investment Trust, Inc.


Meeting Type: Proxy Contest Ticker: WHLR

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director David Kelly For For

For For Elect Director John Sweet 1.2

For For Elect Director Carl B. McGowan, Jr. 1.3

For For Elect Director Jeffrey M. Zwerdling 1.4

For For Elect Director Stewart J. Brown 1.5

For For Elect Director John McAuliffe 1.6


Wheeler Real Estate Investment Trust, Inc. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect Director Andrew R. Jones 1.7

For For Elect Director Sean F. Armstrong 1.8

One Year One Year Advisory Vote on Say on Pay Frequency 2

Against For Advisory Vote to Ratify Named Executive

Officers' Compensation

3

Voter Rationale: The company recently entered into new employment agreements which allow executives to voluntarily resign for any reason within twelve months of a change in control and receive severance payments.

Blended Rationale: The company recently entered into new employment agreements which allow executives to voluntarily resign for any reason within twelve months of a change in control and receive severance payments.

For For Ratify Cherry Bekaert LLP as Auditors 4

ASX Ltd.

Meeting Date: 10/04/2018 Country: Australia

Meeting Type: Annual Ticker: ASX

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

3a Elect Rick Holliday-Smith as Director For For

For For Elect Yasmin Allen as Director 3b

For For Elect Peter Marriott as Director 3c

For For Elect Heather Ridout as Director 3d

For For Approve the Remuneration Report 4

For For Approve Grant of Performance Rights to

Dominic Stevens

5

Bank Leumi Le-Israel Ltd.

Meeting Date: 10/04/2018 Country: Israel

Meeting Type: Annual Ticker: LUMI

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

2 Reappoint Somekh Chaikin and Kost Forer Gabbay and Kasierer as Joint Auditors and

Authorize Board to Fix Their Remuneration

For For


Bank Leumi Le-Israel Ltd. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect Yoram Gabai as External Director 3

Blended Rationale: A vote FOR the election of Yoram Gabai (Item 3) and reelection of Tamar Gottlieb (Item 4) is warranted due to the candidates' relevant industry experience, executive experience, public board experience, and academic experience.Considering that only two of the three candidates may be elected to serve on the board, a vote AGAINST the election of Rafael Danieli (Item 5) is warranted.

For For Reelect Tamar Gottlieb as External Director 4


Against For Elect Rafael Danieli as External Director 5

Voter Rationale: Other nominee warrants support

Blended Rationale: Other nominee warrants support

For For Reelect Shmuel Ben Zvi as External Director 6

Blended Rationale: A vote FOR the reelection of Shmuel Ben Zvi (Item 6) and Ohad Marani (Item 8) is warranted due to lack of concern regarding their suitability as directors following their first term as external directors and as they possess relevant executive and public board experience, and considering the low average board tenure.Considering that only two of the three candidates may be elected to serve on the board, a vote AGAINST the election of Yoram Turbovitz (Item 7) is warranted.

Against For Elect Yoram Turbovitz as External Director 7

Voter Rationale: Other nominee warrants support

Blended Rationale: Other nominee warrants support

For For Reelect Ohad Marani as External Director 8


Against None Vote FOR if you are a controlling shareholder or have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager

A

Voter Rationale: Administrative

Blended Rationale: Administrative

Against None If you are an Interest Holder as defined in Section 1 of the Securities Law, 1968, vote FOR. Otherwise, vote against.

B1





Number

Proposal Text

Mgmt Rec

Vote

Instruction

Against None If you are a Senior Officer as defined in Section 37(D) of the Securities Law, 1968, vote FOR. Otherwise, vote against.

B2



For None If you are an Institutional Investor as defined in Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994, vote FOR. Otherwise, vote against.

B3



Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Reappoint Somekh Chaikin and Kost Forer Gabbay and Kasierer as Joint Auditors and Authorize Board to Fix Their Remuneration

2

For For Elect Yoram Gabai as External Director 3


For For Reelect Tamar Gottlieb as External Director 4


For For Reelect Shmuel Ben Zvi as External Director 6


Against For Elect Yoram Turbovitz as External Director 7




Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Reelect Ohad Marani as External Director 8



A


B1

Blended Rationale: If such an item is included in the proxy card, shareholders must classify themselves according to the following categories: Interest Holder as defined in Section 1 of the Securities Law, 1968; Senior Officer as defined in Section 37(D) of the Securities Law, 1968; Institutional Investor as defined in Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994; Shareholders can classify themselves by voting FOR or AGAINST on any of these items.


B2


For None If you are an Institutional Investor as defined in Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994, vote FOR. Otherwise, vote against.

B3


Euronext NV

Meeting Date: 10/04/2018 Country: Netherlands

Meeting Type: Special Ticker: ENX

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2a Elect Daryl Byrne to Management Board For For


Euronext NV Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

Blended Rationale: A vote FOR these elections is warranted because: * The nominees are elected for a term not exceeding four years; * The candidates appear to possess the necessary qualifications for board membership; and * There is no known controversy concerning the candidates.

For For Elect Chris Topple to Management Board 2b

Blended Rationale: A vote FOR these elections is warranted because: * The nominees are elected for a term not exceeding four years; * The candidates appear to possess the necessary qualifications for board membership; and * There is no known controversy concerning the candidates.

KBC Group SA/NV

Meeting Date: 10/04/2018 Country: Belgium

Meeting Type: Special Ticker: KBC

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2.1 Authorize Board to Increase Authorized Capital up to EUR 291 Million, Including by way of Issuance of Ordinary Shares Without

Preemptive Rights, Warrants or Convertible

For Against

Voter Rationale: The stock that could be issued without pre-emptive rights represents more than 10% of outstanding capital.

Blended Rationale: The stock that could be issued without pre-emptive rights represents more than 10% of outstanding capital.

For For Authorize Board to Increase Authorized Capital up to EUR 409 Million, Including by way of Issuance of Ordinary Shares With Preemptive Rights, Warrants or Convertible

2.2

Blended Rationale: A vote FOR these items is warranted because: * the potential increase without preemptive rights (Item 2.1) is not considered to be excessive (20 percent); * the potential increase with preemptive rights (Item 2.2) is not considered to be excessive (100 percent).

For For Amend Articles to Reflect Changes in Capital 3

For For Authorize Filing of Required Documents/Formalities at Trade Registry

4

Magellan Financial Group Ltd.


Meeting Type: Annual Ticker: MFG

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

2 Approve the Remuneration Report For Against


Magellan Financial Group Ltd. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

Blended Rationale: A vote AGAINST the remuneration report is warranted given:- The quantitative concerns identified in the ISS Pay-for-Performance analysis.- The structure of the fixed remuneration of the CEO and Head of Investments being based on various profit share and revenue share arrangements, which does not appear to be consistent with any market basis for calculating fixed pay.- The CEO and Head of Investments received significant increases in fixed remuneration of 26.5 percent and 231.5 percent respectively, which is considered excessive when compared with Australian market levels.- The CEO and Head of Investments received STI awards which represent a substantial increase from the previous year (35.2 percent and 23.0 percent respectively).- The disclosure surrounding the STI of the Head of Investments is inadequate given the substantial nature of the payment. In the absence of specific targets and respective weightings, shareholders may find it difficult to determine the appropriateness of the performance conditions and whether the targets are sufficiently demanding and commensurate with the reward outcome.

For For Elect Paul Lewis as Director 3

Petroleo Brasileiro SA


Meeting Type: Special Ticker: PETR4

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 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?

None Against

Voter Rationale: We are not supportive of cumulative voting.

Blended Rationale: We are not supportive of cumulative voting.

For For Elect Ivan de Souza Monteiro and Durval Jose Soledade Santos as Directors

2

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

for the Proposed Slate?

3

Voter Rationale: Changes to the slate may not be in shareholders' best interests.

Blended Rationale: Changes to the slate may not be in shareholders' best interests.

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

Nominees in the Slate?

4

Blended Rationale: Under these items, the company presented shareholders with the option to request cumulative voting for the election of directors under the terms of Article 141 of the Brazilian Corporate Law, in accordance with the rules of the remote voting card issued by the Brazilian Securities Regulator (CVM), and mandatory for all publicly-traded Brazilian companies.ABSTAIN vote recommendations are warranted for Items 1, 4, 5.1, 5.2 in the absence of publicly-available information, disclosed in a timely manner, regarding a cumulative voting request presented by shareholders.

Abstain None Percentage of Votes to Be Assigned - Elect Ivan de Souza Monteiro as Director

5.1

Voter Rationale: Voted for our votes being distributed equally.

Blended Rationale: Voted for our votes being distributed equally.


Petroleo Brasileiro SA Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


Durval Jose Soledade Santos as Director

5.2

Voter Rationale: Voted for our votes being distributed equally.

Blended Rationale: Voted for our votes being distributed equally.

For For Amend Articles 6

Blended Rationale: A vote FOR these requests is warranted because: * The company has disclosed the full details of the proposed changes; * The company has presented a sound rationale for the proposed bylaw amendments; and * The creation of a Conglomerate Statutory Audit Committee could potentially strengthen the company's governance and oversight, thus being positive-to-neutral to shareholders.



Against For Approve Remuneration of Audit Committee

Members

8



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?

9

Petroleo Brasileiro SA


Meeting Type: Special Ticker: PETR4

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Ivan de Souza Monteiro and Durval Jose Soledade Santos as Directors

For For

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

for the Proposed Slate?

1b

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

Nominees in the Slate?

1c


Petroleo Brasileiro SA Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Amend Articles 2




Against For Approve Remuneration of Audit Committee

Members

4



Miton Global Opportunities PLC


Meeting Type: Annual Ticker: MIGO

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Financial Statements and Statutory Reports

For For

For For Approve Remuneration Report 2

For For Approve Remuneration Policy 3


For For Re-elect Michael Phillips as Director 4

Blended Rationale: Items 4, 6, & 7 A vote FOR the election/re-election of Richard Davidson (Non-executive Chair), Michael Phillips (NED), and Katya Thomson (NED) and is warranted because no significant concerns have been identified. Item 5 A vote AGAINST the re-election of Hugh van Cutsem (NED) is warranted because: * A potential independence issue has been identified and he currently sits on the Audit Committee, and the composition of this Committee does not adhere to UK best practice recommendations for a company of this size.

For For Re-elect Hugh van Cutsem as Director 5



Miton Global Opportunities PLC Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect Ekaterina Thomson as Director 6


For For Elect Richard Davidson as Director 7


For For Reappoint PricewaterhouseCoopers LLP as

Auditors

8

For For Authorise the Audit Committee to Fix

Remuneration of Auditors

9


Rights

10



Rights

11


For For Authorise Market Purchase of Ordinary Shares 12

For For Authorise the Company to Call General Meeting

with Two Weeks' Notice

13

Miton Global Opportunities PLC


Meeting Type: Special Ticker: MIGO

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Adopt New Articles of Association; Approve Realisation Opportunity

For For

For For Approve Change of Company's Investment Objective

2


Resurs Holding AB

Meeting Date: 10/05/2018 Country: Sweden

Meeting Type: Special Ticker: RESURS

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

2 Elect Chairman of Meeting For For

Blended Rationale: These are routine meeting formalities.

For For Prepare and Approve List of Shareholders 3


For For Approve Agenda of Meeting 4


For For Designate Inspector(s) of Minutes of Meeting 5


For For Acknowledge Proper Convening of Meeting 6


For For Approve Dividends of SEK 1.65 Per Share 7

Van Lanschot Kempen NV


Meeting Type: Special Ticker: VLK

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

3a Amend Articles to Reflect Changes in Capital Re: Raise the Nominal Amount of Each Class A Ordinary Share by EUR 1.50 per Class A Ordinary Share, Charged to the Share Premium

Reserve

For For

Blended Rationale: A vote FOR is warranted as capital would return to shareholders while it does not appear to endanger the company's capital buffers (also no objection from the Dutch national bank).

For For Amend Articles to Reflect Changes in Capital Re: Return the Amount of EUR 1.50 per Class A Ordinary Share to the Relevant Shareholders

3b

Blended Rationale: A vote FOR is warranted as capital would return to shareholders while it does not appear to endanger the company's capital buffers (also no objection from the Dutch national bank).

For For Elect Frans Blom to Supervisory Board 4b


PT Matahari Department Store Tbk

Meeting Date: 10/08/2018 Country: Indonesia

Meeting Type: Special Ticker: LPPF

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Share Repurchase Program For For

For For Reaffirm Composition of Shareholders of the Company

2

51job, Inc.

Meeting Date: 10/09/2018 Country: Cayman Islands

Meeting Type: Annual Ticker: JOBS

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Junichi Arai as Director For For

Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board dynamics.

For For Elect David K. Chao as Director 2


For For Elect Li-Lan Cheng as Director 3


For For Elect Eric He as Director 4


For For Elect Rick Yan as Director 5


Fuyao Glass Industry Group Co., Ltd.

Meeting Date: 10/09/2018 Country: China



Fuyao Glass Industry Group Co., Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve 2018 Interim Profit Distribution Plan For For

For For Amend Articles of Association 2

GDS Holdings Ltd.


Meeting Type: Annual Ticker: GDS

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Elect Director Gary Wojtaszek For For

Blended Rationale: Vote against non-independent non-executive directors when board is less than 50% independent

For For Elect Director Lim Ah Doo 2

For For Elect Director Chang Sun 3

For For Elect Director Judy Qing Ye 4

For For Ratify KPMG Huazhen LLP as Auditors 5

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

6

For For Authorize Board to Ratify and Execute Approved Resolutions

7

Nickel Asia Corp.

Meeting Date: 10/09/2018 Country: Philippines

Meeting Type: Special Ticker: NIKL

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve 80 Percent Stock Dividend Declaration For For

For For Approve Amendments to the Company's

By-Laws

2


Procter & Gamble Co.


Meeting Type: Annual Ticker: PG

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Francis S. Blake For For

For For Elect Director Angela F. Braly 1b

For For Elect Director Amy L. Chang 1c

For For Elect Director Kenneth I. Chenault 1d

For For Elect Director Scott D. Cook 1e

For For Elect Director Joseph Jimenez 1f

For For Elect Director Terry J. Lundgren 1g

For For Elect Director W. James McNerney, Jr. 1h

For For Elect Director Nelson Peltz 1i

For For Elect Director David S. Taylor 1j

For For Elect Director Margaret C. Whitman 1k

For For Elect Director Patricia A. Woertz 1l

For For Elect Director Ernesto Zedillo 1m

For For Ratify Deloitte & Touche LLP as Auditors 2

For For Advisory Vote to Ratify Named Executive Officers' Compensation

3

Hong Kong Aircraft Engineering Co., Ltd.

Meeting Date: 10/10/2018 Country: Hong Kong

Meeting Type: Court Ticker: 44

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Scheme of Arrangement For For






Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Scheme of Arrangement and Related

Transactions

For For

Regal International Airport Group Co., Ltd.



Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Interim Dividend For For

For For Elect Wang Zhen as Director, Fix His Remuneration and Authorize Chairman of the

Board to Execute a Service Contract with Him

2

Against For Approve Proposals Put Forward by Any Shareholder(s) Holding Five Percent or More of

the Shares Entitled to Vote

3

Voter Rationale: Lack of information

Blended Rationale: Lack of information

Whitbread Plc


Meeting Type: Special Ticker: WTB

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Sale by the Company of Costa Limited For For


Amcor Ltd.


Meeting Type: Annual Ticker: AMC


Amcor Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2a Elect Graeme Liebelt as Director For For

For For Elect Jeremy Sutcliffe as Director 2b

For For Approve Grant of Options and Performance

Shares to Ron Delia

3

Against For Approve Grant of Share Rights to Ron Delia 4

Voter Rationale: Minimum vesting period is less than three years. LTI targets are based on continuous employment.

Blended Rationale: Minimum vesting period is less than three years. LTI targets are based on continuous employment.

Against For Approve the Remuneration Report 5

Voter Rationale: Bottom quartile of the ASX200 on NTA growth

Blended Rationale: Bottom quartile of the ASX200 on NTA growth

Hargreaves Lansdown Plc


Meeting Type: Annual Ticker: HL

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


For For

For For Approve Final Dividend 2


For For Reappoint PricewaterhouseCoopers LLP as Auditors

4


For For Elect Deanna Oppenheimer as Director 6

Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.

For For Re-elect Christopher Hill as Director 7


For For Re-elect Philip Johnson as Director 8



Hargreaves Lansdown Plc Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Re-elect Shirley Garrood as Director 9


For For Re-elect Stephen Robertson as Director 10


For For Re-elect Jayne Styles as Director 11


For For Re-elect Fiona Clutterbuck as Director 12


For For Re-elect Roger Perkin as Director 13


For For Authorise Market Purchase or Ordinary Shares 14

For For Authorise Issue of Equity with Pre-emptive Rights

15


For For Authorise Issue of Equity without Pre-emptive Rights

16


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

17

For For Authorise EU Political Donations and Expenditure

18

Paychex, Inc.


Meeting Type: Annual Ticker: PAYX

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director B. Thomas Golisano For For

For For Elect Director Thomas F. Bonadio 1b

For For Elect Director Joseph G. Doody 1c

For For Elect Director David J.S. Flaschen 1d

For For Elect Director Pamela A. Joseph 1e


Paychex, Inc. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect Director Martin Mucci 1f

For For Elect Director Joseph M. Tucci 1g

For For Elect Director Joseph M. Velli 1h

For For Elect Director Kara Wilson 1i



2

Blended Rationale: The minimum vesting period is less than three years.

For For Ratify PricewaterhouseCoopers LLP as Auditors 3

Transurban Group Ltd.


Meeting Type: Annual Ticker: TCL

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2a Elect Mark Birrell as Director For For

For For Elect Christine O'Reilly as Director 2b


For For Approve Grant of Performance Awards to Scott

Charlton

4

Berjaya Sports Toto Bhd.

Meeting Date: 10/12/2018 Country: Malaysia

Meeting Type: Annual Ticker: 1562

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Directors' Fees For For

Blended Rationale: A vote FOR these resolutions is warranted.

For For Approve Directors' Remuneration (Excluding Directors' Fees)

2



Berjaya Sports Toto Bhd. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect Robert Yong Kuen Loke as Director 3

Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees.

For For Elect Nerine Tan Sheik Ping as Director 4


For For Elect Tan Kok Ping as Director 5


For For Approve Ernst & Young as Auditors and

Authorize Board to Fix Their Remuneration

6

For For Approve Issuance of Equity or Equity-Linked

Securities without Preemptive Rights

7

For For Approve Implementation of Shareholders' Mandate for Recurrent Related Party Transactions

8

For For Authorize Share Repurchase Program 9

M.M. Group for Industry & International Trade SAE

Meeting Date: 10/13/2018 Country: Egypt

Meeting Type: Special Ticker: MTIE

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Amend Corporate Purpose Re: Article 3 For For

Banca Transilvania SA

Meeting Date: 10/16/2018 Country: Romania

Meeting Type: Special Ticker: TLV

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Merger by Absorption of Bancpost SA For For


For For Delegate Powers to Board to Take Measures to

Complete Merger Above

2



Banca Transilvania SA Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Amend Article 6 of Bylaws Re: Company's List of

Activities

3

Clariant AG


Meeting Type: Special Ticker: CLN

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Share Re-registration Consent For For

Clariant AG


Meeting Type: Special Ticker: CLN

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Abdullah Alissa as Director For Against

Voter Rationale: Lack of independence

Blended Rationale: Lack of independence

Against For Elect Calum MacLean as Director 1.2



Against For Elect Geoffery Merszei as Director 1.3

Voter Rationale: lack of independence

Blended Rationale: lack of independence

Against For Elect Khaled Nahas as Director 1.4




Clariant AG Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect Hariolf Kottmann as Board Chairman 2

Blended Rationale: Board of directors elections (Items 1.1-1.4)Votes AGAINST the non-independent nominees Abdullah Al Issa, Calum MacLean, Geoffery Merszei, and Khalid Nouhas are warranted because of the failure to establish a sufficiently independent board.A vote AGAINST Abdullah Al Issa is also warranted because he holds an excessive number of mandates at listed companies.Election of the former CEO as chairman of the board (Item 2)A vote FOR Hariolf Kottmann as chairman of the board is warranted.Compensation Committee elections (Items 3.1-3.3) A vote AGAINST Abdullah Al Issa to the compensation committee is warranted because his nomination to the board does not warrant support.Votes FOR the nominees under Items 3.2-3.3, Claudia Dyckerhoff and Susanne Wamsler, are warranted due to a lack of concern.

Against For Appoint Abdullah Alissa as Member of the

Compensation Committee

3.1



For For Appoint Claudia Dyckerhoff as Member of the


3.2


For For Appoint Susanne Wamsler as Member of the


3.3


Against For Approve Remuneration of Directors in the

Amount of CHF 4 Million

4

Voter Rationale: Not supportive of the directors whose pay package this relates to

Blended Rationale: Not supportive of the directors whose pay package this relates to

Against For Amend Articles Re: Transitional Provision Related to Mandates of Members of the Board of Directors in Public Companies

5

Voter Rationale: Overboarding concerns

Blended Rationale: Overboarding concerns

Against For Additional Voting Instructions - Board of

Directors Proposals (Voting)

6.1

Voter Rationale: Lack of disclosure so unable to make an informed decision

Blended Rationale: Lack of disclosure so unable to make an informed decision


Clariant AG Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

Against None Additional Voting Instructions - Shareholder

Proposals (Voting)

6.2

Voter Rationale: Lack of disclosure so unable to make an informed decision

Blended Rationale: Lack of disclosure so unable to make an informed decision

Cochlear Ltd.


Meeting Type: Annual Ticker: COH

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Approve Financial Statements and Reports of the Directors and Auditors

For For

For For Approve Remuneration Report 2.1

For For Elect Alison Deans as Director 3.1

For For Elect Glen Boreham as Director 3.2

For For Approve Issuance of Options and Performance Rights to Dig Howitt

4.1

For For Approve Renewal of Proportional Takeover Provisions

5.1

Laura Ashley Holdings Plc


Meeting Type: Special Ticker: ALY

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Disposal of the Whole of Lot 6698A of Mukim 23 Together with the Building Erected Thereon

For For





Meeting Type: Annual Ticker: ALY

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


For For

For For Re-elect Tan Sri Dr Khoo Kay Peng as Director 2

Blended Rationale: VOTE RECOMMENDATIONS Item 2 A vote AGAINST the re-election Tan Sri Dr Khoo Kay Peng is warranted because: * He is a Non-executive Chair with whom a potential independence issue has been identified and he currently chairs the Remuneration Committee, which is not in line with UK best practice recommendations; and * Apart from his role as Non-executive Chair of the Company, he also serves in various roles at two other publicly listed companies, which could compromise his ability to commit sufficient time to his role in the Company Items 3, 5, & 6 A vote FOR the election of Seán Anglim (FD), Jane Rapley (NED) and Leon Yee (NED) is warranted because no significant concerns have been identified. Item 4 A vote AGAINST the election Andrew Khoo Boo Yeow (NED) is warranted because: * A potential independence issue has been identified and he currently sits on the Audit and Remuneration Committees, and the composition of these Committees does not adhere to UK best practice recommendations for a company of this size; and * Apart from his role as NED of the Company, he also serves in various roles at four other publicly listed companies, which could compromise his ability to commit sufficient time to his role in the Company.

For For Elect Sean Anglim as Director 3


For For Elect Andrew Khoo Boo Yeow as Director 4



Laura Ashley Holdings Plc Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect Jane Rapley as Director 5


For For Elect Leon Yee as Director 6


For For Appoint UHY Hacker Young LLP as Auditors and

Authorise Their Remuneration

7



Rights

9



Rights

10



For For Authorise the Company to Sell Shares Held as

Treasury Shares for Cash

12

Blended Rationale: A vote AGAINST this resolution is warranted because: * No commitment has been given that treasury shares would be issued at or above NAV.



13



Meeting Type: Special Ticker: ALY



Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Matters Relating to the Relevant

Distributions

None For

Shearwater Group Plc


Meeting Type: Special Ticker: SWG

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Acquisition of Brookcourt Solutions Limited

For For


For For Authorise Issue of Equity Pursuant to the SPA, Placing and Open Offer

2



Rights Pursuant to the Placing and Open Offer

3

Blended Rationale: A vote FOR this transaction is warranted, but it is not without concern for shareholders because: * The issue of the consideration shares and the fund raise shares is significantly dilutive to non-participating shareholders; and * The issue price represents a significant discount to the unaffected price. The main reasons for support are: * The funds raised will be used to part fund the proposed Acquisition, for which shareholder support is considered warranted; and * The capital raising includes an open offer element, which could somewhat minimise its dilutive impact.

Telstra Corp. Ltd.


Meeting Type: Annual Ticker: TLS

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

3a Elect Roy H Chestnutt as Director For For

For For Elect Margie L Seale as Director 3b

For For Elect Niek Jan van Damme as Director 3c



Barratt Developments Plc


Meeting Type: Annual Ticker: BDEV

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


For For



For For Approve Special Dividend 4

For For Elect Sharon White as Director 5

Blended Rationale: Items 5 – 11 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 12: Re-elect Jock Lennox as Director A vote FOR this candidate is considered warranted, although it is not without concern for shareholders: * In addition to his role as NED at Barratt Developments, Jock Lennox holds directorships at three other publicly listed companies, including two chair positions. Overall, his external time commitments may potentially impair his ability to devote sufficient time to his role at Barratt Developments. The main reason for support is: * He has publicly committed to step down from his non-executive director position at Dixons Carphone by 31 December 2018.

For For Re-elect John Allan as Director 6


For For Re-elect David Thomas as Director 7


For For Re-elect Steven Boyes as Director 8


For For Re-elect Jessica White as Director 9



Barratt Developments Plc Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Re-elect Richard Akers as Director 10


For For Re-elect Nina Bibby as Director 11


For For Re-elect Jock Lennox as Director 12


For For Reappoint Deloitte LLP as Auditors 13



14

For For Authorise EU Political Donations and

Expenditure

15

For For Approve Savings-Related Share Option Scheme 16


Rights

17



Rights

18





20

BHP Billiton Plc


Meeting Type: Annual Ticker: BLT


BHP Billiton Plc

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Reports

For For

For For Reappoint KPMG LLP as Auditors 2

For For Authorise the Risk and Audit Committee to Fix


3


Rights

4



Rights

5



For For Approve Remuneration Report for UK Law

Purposes

7

For For Approve Remuneration Report for Australian

Law Purposes

8

For For Approve Grant of Awards under the Group's

Incentive Plans to Andrew Mackenzie

9

For For Approve Change of Company Name to BHP

Group plc

10

For For Re-elect Terry Bowen as Director 11

Blended Rationale: Items 11-15 & 17-19 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 16 A vote FOR Lindsay Maxsted as NED is warranted, although it is not without concern for shareholders: * He has significant external time commitments in addition to his role at BHP Billition. Main reason for support: * His external mandates are technically within generally accepted guidelines: so a certain degree of flexibility is considered appropriate at this time.

For For Re-elect Malcolm Broomhead as Director 12


For For Re-elect Anita Frew as Director 13



BHP Billiton Plc Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Re-elect Carolyn Hewson as Director 14


For For Re-elect Andrew Mackenzie as Director 15


For For Re-elect Lindsay Maxsted as Director 16


For For Re-elect John Mogford as Director 17


For For Re-elect Shriti Vadera as Director 18


For For Re-elect Ken MacKenzie as Director 19


CSL Ltd.


Meeting Type: Annual Ticker: CSL


CSL Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2a Elect Brian McNamee as Director For For

For For Elect Abbas Hussain as Director 2b

For For Elect Andrew Cuthbertson as Director 2c


For For Approve Grant of Performance Share Units to

Paul Perreault

4

For For Approve Renewal of Global Employee Share

Plan

5

For For Approve Renewal of Performance Rights Plan 6

For For Approve Renewal of Proportional Takeover

Provisions in the Constitution

7

Emaar Development PJSC

Meeting Date: 10/17/2018 Country: United Arab Emirates

Meeting Type: Special Ticker: EMAARDEV

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Special Dividends of AED 0.26 Per Share

For For

Impala Platinum Holdings Ltd.

Meeting Date: 10/17/2018 Country: South Africa

Meeting Type: Annual Ticker: IMP

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Reappoint PricewaterhouseCoopers Inc as

Auditors of the Company

For For

For For Elect Dawn Earp as Director 2.1

Blended Rationale: A vote FOR these items is warranted: * No issues have been identified in relation to the election or re-election of these Directors.


Impala Platinum Holdings Ltd. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Re-elect Udo Lucht as Director 2.2


For For Re-elect Mpho Nkeli as Director 2.3


For For Elect Preston Speckmann as Director 2.4


For For Re-elect Bernard Swanepoel as Director 2.5


For For Elect Dawn Earp as Member of the Audit

Committee

3.1

Blended Rationale: A vote FOR this item is warranted: * All of the members of the Audit Committee are independent.

For For Re-elect Peter Davey as Member of the Audit Committee

3.2


For For Re-elect Babalwa Ngonyama as Member of the Audit Committee

3.3


For For Elect Preston Speckmann as Member of the

Audit Committee

3.4



For For Approve Remuneration Implementation Report 5

Blended Rationale: A vote AGAINST this item is warranted: * The variable pay decisions appear to be overly generous in the context of recent performance.

For For Approve Long-Term Incentive Plan 1

Blended Rationale: A vote FOR this item is warranted, although it is not without concern for shareholders: * The new LTIP incorporates an element which is not subject to performance conditions. The main reasons for support are: * The share usage limit for long-term incentives is now in line with recommended limits; * Other structural improvements are introduced alongside, such as a minimum shareholding requirement and a deferred bonus element.

For For Authorise Issue of Shares in Connection with

the Long-Term Incentive Plan

2

Blended Rationale: A vote FOR this item is warranted, although it is not without concern for shareholders: * The new LTIP incorporates an element which is not subject to performance conditions. The main reasons for support are: * The share usage limit for long-term incentives is now in line with recommended limits; * Other structural improvements are introduced alongside, such as a minimum shareholding requirement and a deferred bonus element.

For For Approve Financial Assistance to Related or

Inter-related Company

3


Impala Platinum Holdings Ltd. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Approve Remuneration of Non-executive

Directors

4

For For Authorise Repurchase of Issued Share Capital 5

Intertrust NV


Meeting Type: Special Ticker: INTER

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2 Elect J. Turkesteen to Management Board For For

Ansell Ltd.


Meeting Type: Annual Ticker: ANN

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

2a Elect John Bevan as Director For For

For For Elect Marissa Peterson as Director 2b

For For Approve the On-Market Share Buy-Back 3

For For Approve Grant of Performance Rights to Magnus

Nicolin

4


Estacio Participacoes SA


Meeting Type: Special Ticker: ESTC3


Estacio Participacoes SA

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Restricted Stock Plan For Against

Voter Rationale: Plan is not suitably long-term orientated as awards that vest after 1 year, only have a 1 year lock up period.

Blended Rationale: Plan is not suitably long-term orientated as awards that vest after 1 year, only have a 1 year lock up period.

Renishaw Plc


Meeting Type: Annual Ticker: RSW

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


For For



For For Re-elect Sir David McMurtry as Director 4

Blended Rationale: Items 4 and 5 A vote AGAINST the re-election of Sir David McMurtry and John Deer is warranted because: * Both Sir David McMurtry (Item 4) and John Deer (Item 5), who are controlling shareholders, have refused to enter into a relationship agreement containing certain independence provisions, as required under the UK Listing Rules. These agreements are intended to provide a degree of additional protection for minority shareholders, and therefore the refusal of the controlling shareholders to comply remains a matter of concern. Items 6-12 A vote FOR these Directors is warranted as no significant concerns have been identified.

For For Re-elect John Deer as Director 5


For For Re-elect Will Lee as Director 6



Renishaw Plc Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Re-elect Allen Roberts as Director 7


For For Re-elect Geoff McFarland as Director 8


For For Re-elect Carol Chesney as Director 9


For For Re-elect Sir David Grant as Director 10


For For Re-elect John Jeans as Director 11


For For Elect Catherine Glickman as Director 12


For For Reappoint Ernst & Young LLP as Auditors 13



14



S.N.G.N. Romgaz S.A

Meeting Date: 10/18/2018 Country: Romania

Meeting Type: Special Ticker: SNG

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Increase in Capital of Depogaz Ploiesti SRL via Contribution in Kind

For For

Blended Rationale: As the proposals are in the ordinary course of the company's business, votes FOR are warranted.

For For Approve Issuance of 1,605,616 of Depogaz Ploiesti SRL

2


For For Approve Accounting Treatment of Remainder of

Asset Valuation from Issuance Above

3


For For Amend Article 3.1 of Bylaws of Depogaz Ploiesti

SRL

4


For For Empower CEO to Sign Amended Bylaws of Depogaz Ploiesti SRL

5


For For Authorize Filing of Required Documents/Other Formalities

6

SKY Network Television Ltd.

Meeting Date: 10/18/2018 Country: New Zealand

Meeting Type: Annual Ticker: SKT

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve PricewaterhouseCoopers as Auditors

and Authorize Board to Fix Their Remuneration

For For

For For Elect Derek Handley as Director 2

For For Elect Geraldine McBride as Director 3


Triple Point Social Housing Reit Plc


Meeting Type: Special Ticker: SOHO

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Authorise Issue of Equity in Connection with the Issue

For For

Blended Rationale: A vote FOR this transaction is warranted, but it is not without concern for shareholders because: * The issuance of new ordinary shares under the Issue and Placing Programme is dilutive to non-participating shareholders; and * The Issue Price represents a marginal discount to the Company's unaffected price. The main reasons for support are: * The Issue Price represents a slight premium to the Company's latest NAV, while the price to which the shares under the Placing Programme will be issued at a premium to NAV; * The proposed fundraising includes an element of open offer which could minimise the impact of dilution to existing shareholders; and * The rationale of the Issue and of the Placing Programme has been clearly provided by the Company, noting that the proceeds are to be allocated to fund the acquisition pipeline of the Company.

For For Authorise Issue of Equity in Connection with the Placing Programme

2


For For Authorise Issue of Equity without Pre-emptive Rights in Connection with the Issue

3


For For Authorise Issue of Equity without Pre-emptive Rights in Connection with the Placing

Programme

4


For For Authorise Issue of Equity with Pre-emptive Rights

5



Triple Point Social Housing Reit Plc Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


Rights

6



7


Air China Ltd.



Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Disposal Agreement and Related Transactions

For For

Blended Rationale: Referred to Schroders for consideration.

For For Amend Articles of Association 2

Ashmore Group Plc


Meeting Type: Annual Ticker: ASHM

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


For For



Ashmore Group Plc Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Re-elect Mark Coombs as Director 3

Blended Rationale: Items 3, 4, 6 and 7 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 5: Re-elect Clive Adamson as a Director A vote FOR this candidate is considered warranted, although it is not without concern for shareholders: * He is the current Chair of the Remuneration Committee and significant longstanding concerns have been identified with the Company's remuneration practices. The main reason for support is: * He was Chair of the Committee only for part of the year, and he will step down from this role at the upcoming AGM, although he will remain a member of the Remuneration Committee. Item 8: Re-elect Anne Pringle as Director A vote FOR this candidate is considered warranted, although it is not without concern for shareholders: * She is a longstanding member of the Remuneration Committee and she will become the Chair following the AGM. Material longstanding concerns have been identified with the Company's remuneration practices. The main reason for support is: * Although she has been a member of the Remuneration Committee for a number of years, she will only become the Chair from the 2018 AGM.

For For Re-elect Tom Shippey as Director 4


For For Re-elect Clive Adamson as Director 5


For For Re-elect David Bennett as Director 6




Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect Jennifer Bingham as Director 7


For For Re-elect Dame Anne Pringle as Director 8



Blended Rationale: A vote AGAINST this resolution is considered warranted: * The Company's disclosure on remuneration remains market lagging. This concern is exacerbated by the significant level of discretion retained by the Remuneration Committee in determining bonus awards.


For For Authorise the Audit and Risk Committee to Fix


11


Expenditure

12


Rights

13



Rights

14



15





Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Approve Waiver on Tender-Bid Requirement 17

Blended Rationale: A vote AGAINST this resolution is warranted. Approval of the authority could result in the concert party gaining creeping control of the Company.



18

Dechra Pharmaceuticals PLC


Meeting Type: Annual Ticker: DPH

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For



For For Re-elect Tony Rice as Director 4

Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.

For For Re-elect Ian Page as Director 5


For For Re-elect Richard Cotton as Director 6


For For Re-elect Anthony Griffin as Director 7


For For Re-elect Julian Heslop as Director 8


For For Re-elect Ishbel Macpherson as Director 9


For For Re-elect Lawson Macartney as Director 10


For For Reappoint PricewaterhouseCoopers LLP as Auditors

11

For For Authorise the Audit Committee to Fix Remuneration of Auditors

12


Dechra Pharmaceuticals PLC Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


Rights

13



Rights

14



15





17

For For Approve Save As You Earn Plan 18

EKF Diagnostics Holdings Plc


Meeting Type: Special Ticker: EKF

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Proposed Distribution in Specie of the Company's Entire Shareholding in RenalytixAI

For For


Royal Philips NV


Meeting Type: Special Ticker: PHIA

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Elect A. Marc Harrison to Supervisory Board For For


Royal Philips NV Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Approve Remuneration of Supervisory Board 2

UBI Banca SpA

Meeting Date: 10/19/2018 Country: Italy

Meeting Type: Special Ticker: UBI

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Adopt New Company Bylaws For For

For For Amend Regulations on General Meetings 1

Kerur Holdings Ltd.


Meeting Type: Special Ticker: KRUR

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Service Agreement for the Provision of

CEO Services of Jafora-Tabori Ltd. Subsidiary

For For

For For Approve Service Agreement for the Provision of Chairman Services of Jafora-Tabori Ltd. Subsidiary

2

Blended Rationale: A vote FOR these items is warranted, as the renewed service agreement does not raise any apparent concern.

For For Approve Service Agreement for the Provision of

Chairman Services of "Jafora" Subsidiary

3

Blended Rationale: A vote FOR these items is warranted, as the renewed service agreement does not raise any apparent concern.

For For Amend Articles of Association Re: Insurance and

Indemnification

4

For For Amend Articles Re: Voting and Registration

Requirements

5


Kerur Holdings Ltd. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


A




B1




B2



For None If you are an Institutional Investor as defined in Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994, vote FOR.

Otherwise, vote against.

B3



Against None If you do not fall under any of the categories mentioned under items B1 through B3, vote FOR. Otherwise, vote against.

B4



Cree, Inc.


Meeting Type: Annual Ticker: CREE

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director John C. Hodge For For

For For Elect Director Clyde R. Hosein 1.2


Cree, Inc. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect Director Darren R. Jackson 1.3

For For Elect Director Duy-Loan T. Le 1.4

For For Elect Director Gregg A. Lowe 1.5

For For Elect Director John B. Replogle 1.6

For For Elect Director Thomas H. Werner 1.7

For For Elect Director Anne C. Whitaker 1.8

For For Ratify PricewaterhouseCoopers LLP as Auditors 2



3


Flight Centre Travel Group Ltd.


Meeting Type: Annual Ticker: FLT

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Colette Garnsey as Director For For

For For Elect Robert Baker as Director 2

Against For Approve Remuneration Report 3

Voter Rationale: The minimum vesting period is less than three years.Also, LTI targets are based on continuous employment is essentially a retention plan with no financial performance hurdles

Blended Rationale: The minimum vesting period is less than three years.Also, LTI targets are based on continuous employment is essentially a retention plan with no financial performance hurdles

For For Approve the Increase in Director's

Remuneration Fee Pool

4

Polskie Gornictwo Naftowe i Gazownictwo SA

Meeting Date: 10/22/2018 Country: Poland

Meeting Type: Special Ticker: PGN


Polskie Gornictwo Naftowe i Gazownictwo SA

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2 Elect Meeting Chairman For For

Blended Rationale: Votes FOR Items 2 and 5 are warranted because these are routine meeting formalities.Items 1, 3, and 4are non-voting.


Blended Rationale: Votes FOR Items 2 and 5 are warranted because these are routine meeting formalities.Items 1, 3, and 4are non-voting.

For For Amend Statute 6

PT Sawit Sumbermas Sarana Tbk

Meeting Date: 10/22/2018 Country: Indonesia

Meeting Type: Special Ticker: SSMS

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Changes in Board of Company For Against

Voter Rationale: Lack of information on proposed changes

Blended Rationale: Lack of information on proposed changes

The TJX Cos., Inc.


Meeting Type: Special Ticker: TJX

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Increase Authorized Common Stock For For

Bank Hapoalim BM


Meeting Type: Special Ticker: POLI


Bank Hapoalim BM

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Richard Kaplan as Director For For

Against None Vote FOR if you are a controlling shareholder or have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation

to your account manager

A




B1




B2



For None If you are an Institutional Investor as defined in Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994, vote FOR.

Otherwise, vote against.

B3



Beadell Resources Ltd.


Meeting Type: Special Ticker: BDR

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Ratify Past Issuance of Shares to Professional

and Sophisticated Investors

For For


Brambles Ltd.


Meeting Type: Annual Ticker: BXB

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

2 Approve the Remuneration Report For For

For For Elect Elizabeth Fagan as Director 3

For For Elect Scott Redvers Perkins as Director 4

For For Approve Participation of Graham Chipchase in the Performance Share Plan

5

For For Approve Participation of Nessa O'Sullivan in the Performance Share Plan

6

China Petroleum & Chemical Corp.



Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Yu Baocai as Director For For

For For Approve Renewal of Continuing Connected Transactions for the Three Years Ending 31 December 2021, the Continuing Connected Transactions Fifth Supplemental Agreement and Related Transactions

2

dormakaba Holding AG


Meeting Type: Annual Ticker: DOKA

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Accept Financial Statements and Statutory Reports

For For


dormakaba Holding AG Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

Against For Approve Remuneration Report 1.2

Voter Rationale: Determination of equity grants are based on discretionary conditions.

Blended Rationale: Determination of equity grants are based on discretionary conditions.

For For Approve Allocation of Income and Dividends of CHF 15 per Share from Capital Contribution Reserves

2

For For Approve Discharge of Board and Senior

Management

3

For For Elect Riet Cadonau as Director and Board

Chairman

4.1

Blended Rationale: Board of directors elections (Items 4.1-4.10)Votes AGAINST the non-independent nominees other than the CEO, Stephanie Brecht-Bergen, Daniel Daeniker, Rolf Doerig, Karina Dubs-Kuenzle, and Christine Mankel-Madaus, are warranted because of the failure to establish a majority-independent board. A vote AGAINST the election of CEO Riet Cadonau as chairman is warranted because the company does not unequivocally limit the dual mandate to a maximum of two years. Because the company proposes his election to the board and as its chairman as a single resolution, Item 4.1 does overall not warrant support.Some shareholders may nevertheless wish to support the proposal based on the disclosed rationale and control mechanisms.Votes FOR the independent nominees Hans Hess, Jens Birgersson, Hans Gummert, and John Heppner are warranted.Compensation Committee elections (Items 5.1-5.3)A vote AGAINST the non-independent nominee Rolf Doerig is warranted because his election to the board does not merit support.Votes FOR the independent nominees are warranted due to a lack of concerns.

For For Elect Jens Birgersson as Director 4.2


Against For Reelect Rolf Doerig as Director 4.3

Voter Rationale: Lack of independence on the board.

Blended Rationale: Lack of independence on the board.

For For Reelect Stephanie Brecht-Bergen as Director 4.4




Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Reelect Daniel Daeniker as Director 4.5


Against For Reelect Karina Dubs-Kuenzle as Director 4.6

Voter Rationale: Lack of independence on the board.

Blended Rationale: Lack of independence on the board.

For For Reelect Hans Gummert as Director 4.7


For For Reelect John Heppner as Director 4.8


For For Reelect Hans Hess as Director 4.9




Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Reelect Christine Mankel-Madaus as Director 4.10


Against For Reappoint Rolf Doering as Member of the


5.1

Voter Rationale: We have not supported Rolf's election to the board due to a lack of independence.

Blended Rationale: We have not supported Rolf's election to the board due to a lack of independence.

For For Reappoint Hans Gummert as Member of the


5.2


For For Reappoint Hans Hess as Member of the


5.3


For For Ratify PricewaterhouseCoopers AG as Auditors 6

For For Designate Andreas Keller as Independent Proxy 7

For For Approve Remuneration of Directors in the

Amount of CHF 2.2 Million

8.1

For For Approve Remuneration of Executive Committee

in the Amount of CHF 18 Million

8.2



Number

Proposal Text

Mgmt Rec

Vote

Instruction

Against For Transact Other Business (Voting) 9

Voter Rationale: Other business not disclosed.

Blended Rationale: Other business not disclosed.

McBride Plc


Meeting Type: Annual Ticker: MCB

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Re-elect John Coleman as Director 3


For For Re-elect Rik De Vos as Director 4


For For Re-elect Chris Smith as Director 5


For For Re-elect Steve Hannam as Director 6


For For Re-elect Neil Harrington as Director 7


For For Re-elect Sandra Turner as Director 8



Auditors

9



Expenditure

11


Rights

12



McBride Plc Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Approve Issue of B Shares as a Method of

Making Payments to Shareholders

13


Rights

14





16

McMillan Shakespeare Ltd.


Meeting Type: Annual Ticker: MMS

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2 Approve Remuneration Report For Against


For For Elect John Bennetts as Director 3

For For Elect Ian Elliot as Director 4

For For Elect Helen Kurincic as Director 5

For For Approve Issuance of Performance Rights and

Performance Options to Mike Salisbury

6

Dexus


Meeting Type: Annual Ticker: DXS

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve the Remuneration Report For For

For For Approve Grant of Performance Rights to Darren Steinberg

2

For For Elect Richard Sheppard as Director 3.1


Dexus Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect Penny Bingham-Hall as Director 3.2

For For Elect Tonianne Dwyer as Director 3.3

For For Approve Amendments to the Constitution 4

Korea Gas Corp.

Meeting Date: 10/24/2018 Country: South Korea


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.2 Elect Bae Young-il as Outside Director For For

Blended Rationale: Votes FOR Items 1.2 (Bae Young-il) and 1.3 (Seong Hak-yong), and votes AGAINST Items 1.1 (Kim Ui-hyeon) and 1.4 (Lee Byeong-hwa) are warranted because: * Bae and Seong are expected to inject industrial expertise to the board as the both nominees worked as senior executives at companies in the energy sector; * Kim and Lee have worked as government officials and may compromise independence of the board and expose shareholders to unnecessary risks.

For For Elect Seong Hak-yong as Outside Director 1.3

Blended Rationale: Votes FOR Items 1.2 (Bae Young-il) and 1.3 (Seong Hak-yong), and votes AGAINST Items 1.1 (Kim Ui-hyeon) and 1.4 (Lee Byeong-hwa) are warranted because: * Bae and Seong are expected to inject industrial expertise to the board as the both nominees worked as senior executives at companies in the energy sector; * Kim and Lee have worked as government officials and may compromise independence of the board and expose shareholders to unnecessary risks.

For For Elect Heo Nam-il a Member of Audit Committee 2

Motor Oil (Hellas) Corinth Refineries SA

Meeting Date: 10/24/2018 Country: Greece

Meeting Type: Special Ticker: MOH

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Related Party Transactions with Zencharm Holdings Limited on Operation and Management of Tallon Commodities Limited

For Against

Voter Rationale: Lack of disclosure around rationale and benefits for shareholders.

Blended Rationale: Lack of disclosure around rationale and benefits for shareholders.


Motor Oil (Hellas) Corinth Refineries SA Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

Against For Approve Related Party Transactions with Zencharm Holdings Limited on Operation and Management of Tallon PTE LTD

2

Voter Rationale: Lack of disclosure around rationale and benefits for shareholders.

Blended Rationale: Lack of disclosure around rationale and benefits for shareholders.

Against For Amend Corporate Purpose 3



Northern Funds


Meeting Type: Special Ticker: N/A

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Therese M. Bobek For For

For For Elect Director Mark G. Doll 1.2

For For Elect Director Sandra Polk Guthman 1.3

For For Elect Director Thomas A. Kloet 1.4

For For Elect Director David R. Martin 1.5

For For Elect Director Cynthia R. Plouche 1.6

For For Elect Director Mary Jacobs Skinner 1.7

For For Elect Director Darek Wojnar 1.8

Parker-Hannifin Corp.


Meeting Type: Annual Ticker: PH

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Lee C. Banks For For

For For Elect Director Robert G. Bohn 1.2


Parker-Hannifin Corp. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect Director Linda S. Harty 1.3

For For Elect Director Kevin A. Lobo 1.4

For For Elect Director Candy M. Obourn 1.5

For For Elect Director Joseph Scaminace 1.6

For For Elect Director Ake Svensson 1.7

For For Elect Director James R. Verrier 1.8

For For Elect Director James L. Wainscott 1.9

For For Elect Director Thomas L. Williams 1.10

For For Ratify Deloitte & Touche LLP as Auditors 2



3


For For Provide Proxy Access Right 4

For For Amend Code of Regulations 5

Photo-Me International Plc


Meeting Type: Annual Ticker: PHTM

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Reports

For For



For For Appoint Grant Thornton UK LLP as Auditors 4


For For Re-elect John Lewis as Director 6

Blended Rationale: ITEMS 6-7, 9-11 A vote FOR these Directors is warranted as no significant concerns have been identified. ITEM 8 A vote AGAINST the re-election of Francoise Coutaz-Replan is warranted: * Francoise Coutaz-Replan is classified by the Company and by ISS as a non-independent NED. She is a member of the Audit Committee which should be wholly independent in line with the provisions of the UK Corporate Governance Code.


Photo-Me International Plc Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Re-elect Serge Crasnianski as Director 7


For For Re-elect Francoise Coutaz-Replan as Director 8


For For Re-elect Jean-Marcel Denis as Director 9


For For Re-elect Yitzhak Apeloig as Director 10


For For Elect Eric Mergui as Director 11



Rights

12



Rights

13



Redde Plc


Meeting Type: Annual Ticker: REDD


Redde Plc

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Reports

For For


For For Re-elect Mark McCafferty as Director 3

Blended Rationale: A vote FOR the re-election of Stephen Oakley (CFO), Mark McCafferty (NED), and John Davies (NED) is warranted because no significant concerns have been identified.

For For Re-elect John Davies as Director 4


For For Re-elect Stephen Oakley as Director 5





Rights

8



Rights

9



St. Barbara Ltd.


Meeting Type: Annual Ticker: SBM

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Remuneration Report For For

For For Elect Kerry Gleeson as Director 2

For For Approve Issuance of Performance Rights to Robert (Bob) Vassie

3


Stockland


Meeting Type: Annual/Special Ticker: SGP

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

2 Elect Melinda Conrad as Director For For

For For Elect Christine O'Reilly as Director 3


For For Approve Grant of Performance Rights to Mark Steinert

5

Super Retail Group Ltd.


Meeting Type: Annual Ticker: SUL

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For Elect Sally Anne Majella Pitkin as Director 3

For For Elect Peter Dobie Everingham as Director 4

For For Approve Issuance of Performance Rights to

Peter Alan Birtles

5

For For Approve Financial Assistance in Relation to the

Acquisition of Macpac Holdings Pty Ltd

6

Surge Energy, Inc.

Meeting Date: 10/24/2018 Country: Canada

Meeting Type: Special Ticker: SGY

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Issue Shares in Connection with Acquisition of Mount Bastion Oil & Gas Corp.

For For



Truworths International Ltd.


Meeting Type: Annual Ticker: TRU

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Accept Financial Statements and Statutory Reports for the Year Ended 1 July 2018

For For

For For Re-elect Michael Mark as Director 2.1

Blended Rationale: A vote FOR these items is warranted: * No voting issues have been identified in relation to the election or re-election of these Directors.

For For Re-elect Anthony Taylor as Director 2.2


For For Re-elect David Pfaff as Director 2.3


For For Elect Maya Makanjee as Director 2.4


For For Elect Hans Hawinkels as Director 2.5


For For Authorise Board to Issue Shares for Cash 3


For For Reappoint Ernst & Young Inc as Auditors of the Company with Tina Rookledge as the Registered

Auditor and Authorise Their Remuneration

5

For For Approve Fees of the Non-executive Chairman 6.1

Blended Rationale: A vote FOR this item is warranted: * The proposed fees appear to be in line with what comparable South African companies are offering to their NEDs. No major concerns are raised.

For For Approve Fees of the Non-executive Directors 6.2


For For Approve Fees of the Audit Committee Chairman 6.3



Truworths International Ltd. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Approve Fees of the Audit Committee Member 6.4


For For Approve Fees of the Remuneration Committee

Chairman

6.5


For For Approve Fees of the Remuneration Committee

Member

6.6


For For Approve Fees of the Risk Committee Member

(Non-executive Only)

6.7


For For Approve Fees of the Non-executive and

Nomination Committee Chairman

6.8


For For Approve Fees of the Non-executive and

Nomination Committee Member

6.9


For For Approve Fees of the Social and Ethics

Committee Chairman

6.10


For For Approve Fees of the Social and Ethics

Committee Member (Non-executive Only)

6.11


For For Re-elect Roddy Sparks as Member of the Audit

Committee

7.1

Blended Rationale: A vote FOR this item is warranted: * All of the members of the Audit Committee are considered to be independent.

For For Re-elect Michael Thompson as Member of the

Audit Committee

7.2


For For Re-elect Rob Dow as Member of the Audit

Committee

7.3


For For Approve Remuneration Policy 8.1


Truworths International Ltd. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Approve Remuneration Implementation Report 8.2

For For Approve Social and Ethics Committee Report 9

For For Re-elect Michael Thompson as Member of the

Social and Ethics Committee

10.1

Blended Rationale: A vote FOR these items is warranted: * The composition of the Committee is consistent with the requirements of South African company law.

For For Re-elect Thandi Ndlovu as Member of the Social

and Ethics Committee

10.2


For For Re-elect David Pfaff as Member of the Social

and Ethics Committee

10.3


For For Approve Financial Assistance to Related or

Inter-related Company

11

Bio-Techne Corp.


Meeting Type: Annual Ticker: TECH

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Fix Number of Directors at Eight For For

For For Elect Director Robert V. Baumgartner 2a

For For Elect Director John L. Higgins 2b

For For Elect Director Joseph D. Keegan 2c

For For Elect Director Charles R. Kummeth 2d

For For Elect Director Roeland Nusse 2e

For For Elect Director Alpna Seth 2f

For For Elect Director Randolph C. Steer 2g

For For Elect Director Harold J. Wiens 2h


3

For For Amend Omnibus Stock Plan 4


Bio-Techne Corp. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Ratify KPMG, LLP as Auditors 5

CapitaLand Mall Trust

Meeting Date: 10/25/2018 Country: Singapore

Meeting Type: Special Ticker: C38U

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Acquisition of the Balance 70 Percent of Units in Infinity Mall Trust Which Holds Westgate

For For


Freightways Ltd.

Meeting Date: 10/25/2018 Country: New Zealand

Meeting Type: Annual Ticker: FRE

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Elect Abby Foote as Director For For

For For Elect Andrea Staines as Director 2

For For Elect Peter Kean as Director 3

For For Approve the Increase in Maximum Aggregate Remuneration of Non-Executive Directors

4

For For Authorize Board to Fix Remuneration of the Auditors

5

JB Hi-Fi Ltd.


Meeting Type: Annual Ticker: JBH


JB Hi-Fi Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2 Approve Remuneration Report For Against

Blended Rationale: The incentive plans allow re-testing of performance conditions.

For For Elect Richard Uechtritz as Director 3a

For For Elect Stephen Goddard as Director 3b

Jiangsu Expressway Co. Ltd.



Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Articles of Association For For

For For Elect Sun Xibin as Director and Approve the Signing of an Executive Director Service Contract with Him

2.01

For For Elect Liu Xiaoxing as Director and Approve the Signing of a Non-executive Director Service Contract with Him

3.01

Kakaku.com, Inc.

Meeting Date: 10/25/2018 Country: Japan


Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Elect Director Niori, Shingo For For

Lewis Group Ltd.


Meeting Type: Annual Ticker: LEW


Lewis Group Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Re-elect Hilton Saven as Director For For


For For Re-elect Alan Smart as Director 1.2


For For Elect Duncan Westcott as Director 1.3


For For Re-elect Johan Enslin as Director 1.4


For For Elect Jacques Bestbier as Director 1.5


For For Re-elect Hilton Saven as Member of the Audit

Committee

2.1

Blended Rationale: A vote FOR these Directors is warranted: * All of the members of the Audit Committee are independent.

For For Re-elect Alan Smart as Member of the Audit

Committee

2.2


For For Elect Duncan Westcott as Member of the Audit Committee

2.3


For For Reappoint PricewaterhouseCoopers Inc as Auditors of the Company and Appoint Thinus Hamman as the Designated Auditor

3


For For Approve Implementation Report 2

For For Approve Non-executive Directors' Fees 1

For For Authorise Continued Issuance of Notes Under the Company's Domestic Medium Term Notes Programme

2

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

3


For For Authorise Ratification of Approved Resolutions 4


Rainbow Department Store Co., Ltd.



Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Appointment of 2018 External Auditor and Internal Control Auditor

For For

For For Approve Provision of Guarantee and Issuance of Guarantee for Wholly-Owned Subsidiary

2

Sino Land Co. Ltd.



Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Reports

For For


Against For Elect Ronald Joseph Arculli as Director 3.1

Blended Rationale: A vote AGAINST the election of Ronald Joseph Arculli is warranted given the board is not one-third independent, and he is a non-independent director nominee.

For For Elect Allan Zeman as Director 3.2

For For Elect Steven Ong Kay Eng as Director 3.3

For For Elect Wong Cho Bau as Director 3.4

For For Authorize Board to Fix Remuneration of

Directors

3.5

For For Approve Deloitte Touche Tohmatsu as Auditor

and Authorize Board to Fix Their Remuneration

4

For For Authorize Repurchase of Issued Share Capital 5.1

Against For Approve Issuance of Equity or Equity-Linked


5.2

Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent.- The company has not specified the discount limit.

Against For Authorize Reissuance of Repurchased Shares 5.3

Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent.- The company has not specified the discount limit.


South32 Ltd.


Meeting Type: Annual Ticker: S32

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

2a Elect David Crawford as Director For For

For For Elect Xolani Mkhwanazi as Director 2b


For For Approve Grant of Awards to Graham Kerr 4

For For Approve Leaving Entitlements 5

SPDR Bloomberg Barclays Emerging Markets Local Bond UCITS ETF

Meeting Date: 10/25/2018 Country: Ireland

Meeting Type: Annual Ticker: SYBM

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Reports

For For

For For Ratify PricewaterhouseCoopers as Auditors 2


For For Review the Company's Affairs 4

Against For Transact Other Business 5



SPDR MSCI World Small Cap UCITS ETF


Meeting Type: Annual Ticker: ZPRS


SPDR MSCI World Small Cap UCITS ETF

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Reports

For For







SPDR S&P 400 US Mid Cap UCITS ETF


Meeting Type: Annual Ticker: SPY4

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


For For







Ssangyong Motor Co., Ltd.




Ssangyong Motor Co., Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Issuance of New Shares below Par

Value

For For

Whitehaven Coal Ltd.


Meeting Type: Annual Ticker: WHC

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


For For Approve Grant of Rights to Paul Flynn 2

For For Elect Fiona Robertson as Director 3

For For Elect Julie Beeby as Director 4

For For Elect Raymond Zage as Director 5

For For Approve Re-insertion of Partial Takeover Provisions in the Constitution

6

Against Against Approve the Amendments to the Constitution 7

Voter Rationale: Wording of the proposal is too broad and shareholders are already able to express opinions and request information through engagement with the Company. If this information is not provided or seen as adequate, shareholders can vote against individual directors.

Blended Rationale: Wording of the proposal is too broad and shareholders are already able to express opinions and request information through engagement with the Company. If this information is not provided or seen as adequate, shareholders can vote against individual directors.

For Against Approve Disclosure of Climate Risk 8

Voter Rationale: The company is being asked to report on its exposure to climate change-related risks, along the TCFD guidelines. While the company appears to have taken an assessment of the future of coal along the IEA's 'new policies' scenario, and is positioning itself as a cleaner coal provider, we believe its current reporting focuses on the opportunities and does not provide enough detail on the risks of its key customers adapting to a different energy mix. For example, it does not appear to comment on a two degree scenario unlike seveeral of its peers. Furthermore it has not reported to the CDP.

Blended Rationale: The company is being asked to report on its exposure to climate change-related risks, along the TCFD guidelines. While the company appears to have taken an assessment of the future of coal along the IEA's 'new policies' scenario, and is positioning itself as a cleaner coal provider, we believe its current reporting focuses on the opportunities and does not provide enough detail on the risks of its key customers adapting to a different energy mix. For example, it does not appear to comment on a two degree scenario unlike seveeral of its peers. Furthermore it has not reported to the CDP.


Whitehaven Coal Ltd. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

Against Against Approve Strategy Alignment 9

Voter Rationale: The company is being asked to align its strategy to a 2 degree goal. While we are supportive of a transition to a two degree world, we believe the company needs to demonstrate the responsiveness and adaptability needed to align its strategy to such a scenario over time. To commit to this now would have little meaning.

Blended Rationale: The company is being asked to align its strategy to a 2 degree goal. While we are supportive of a transition to a two degree world, we believe the company needs to demonstrate the responsiveness and adaptability needed to align its strategy to such a scenario over time. To commit to this now would have little meaning.

carsales.com Ltd.


Meeting Type: Annual Ticker: CAR

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For Elect Patrick O'Sullivan as Director 3

For For Elect Kee Wong as Director 4

For For Approve Grant of Deferred Short Term Incentive

Performance Rights to Cameron McIntyre

5a

For For Approve Grant of Deferred Long Term Incentive Options and Performance Rights to Cameron McIntyre

5b

China Telecom Corp. Ltd.



Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Engineering Framework Agreement, Renewed Annual Caps and Related Transactions

For For

For For Approve Ancillary Telecommunications Services Framework Agreement, Renewed Annual Caps

and Related Transactions

2

For For Elect Zhu Min as Director and Authorize Board to Fix Her Remuneration

3


China Telecom Corp. Ltd. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect Yeung Chi Wai, Jason as Director and

Authorize Board to Fix His Remuneration

4

For For Elect Xu Shiguang as Supervisor and Authorize

Supervisory Committee to Fix His Remuneration

5

For For Approve Adoption of Share Appreciation Rights

Scheme

6


Ci:z Holdings Co., Ltd.

Meeting Date: 10/26/2018 Country: Japan


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Allocation of Income, with a Final

Dividend of JPY 57

For For

Harris Corp.


Meeting Type: Annual Ticker: HRS

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director James F. Albaugh For For

For For Elect Director Sallie B. Bailey 1b

For For Elect Director William M. Brown 1c

For For Elect Director Peter W. Chiarelli 1d

For For Elect Director Thomas A. Dattilo 1e

For For Elect Director Roger B. Fradin 1f

For For Elect Director Lewis Hay, III 1g

For For Elect Director Vyomesh I. Joshi 1h

For For Elect Director Leslie F. Kenne 1i


Harris Corp. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect Director Gregory T. Swienton 1j

For For Elect Director Hansel E. Tookes, II 1k



2


For For Ratify Ernst & Young LLP as Auditors 3

K3 Capital Group Plc


Meeting Type: Annual Ticker: K3C

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Reports

For For


For For Re-elect Ian Mattioli as Director 3

Blended Rationale: Item 3 An ABSTENTION on the re-election of Ian Mattioli is warranted because: * Apart from his role as Boar Chair of the Company, he also serves various roles at two other listed companies, which could compromise his ability to commit sufficient time to his role in the Company. In addition, in line with his role as Chairman, he is considered to be ultimately responsible for the Company's corporate governance practices, and the following deviation from market practice has been identified: * The Board does not comprise at least two independent NEDs, excluding the Board Chair. A vote FOR this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option. Item 4 A vote FOR Stuart Lees' re-election is warranted because no significant concerns have been identified.

For For Re-elect Stuart Lees as Director 4

Blended Rationale: Item 3 An ABSTENTION on the re-election of Ian Mattioli is warranted because: * Apart from his role as Boar Chair of the Company, he also serves various roles at two other listed companies, which could compromise his ability to commit sufficient time to his role in the Company. In addition, in line with his role as Chairman, he is considered to be ultimately responsible for the Company's corporate governance practices, and the following deviation from market practice has been identified: * The Board does not comprise at least two independent NEDs, excluding the Board Chair. A vote FOR this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option. Item 4 A vote FOR Stuart Lees' re-election is warranted because no significant concerns have been identified.


For For Reappoint BDO LLP as Auditors 6



K3 Capital Group Plc Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


Rights

8



Rights

9


Qantas Airways Ltd.


Meeting Type: Annual Ticker: QAN

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2.1 Elect Belinda Hutchinson as Director For For

For For Elect Antony Tyler as Director 2.2

For For Elect Maxine Brenner as Director 2.3

For For Elect Jacqueline Hey as Director 2.4

For For Elect Michael L'Estrange as Director 2.5

For For Approve Participation of Alan Joyce in the Long Term Incentive Plan

3


Against Against Approve the Amendments to the Company's Constitution

5.1


Against Against Approve Human Rights Due Diligence 5.2


SINOPEC Engineering (Group) Co., Ltd.




SINOPEC Engineering (Group) Co., Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

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

For Against

Voter Rationale: The proposed related-party transaction is a financial service agreement with the group finance company, which may expose the company to unnecessary risks.

Blended Rationale: The proposed related-party transaction is a financial service agreement with the group finance company, which may expose the company to unnecessary risks.

For For Approve Engineering and Construction Services Framework Agreement, Proposed Annual Caps and Related Transactions

2

For For Elect Yu Baocai as Director 3

For For Elect Lu Dong as Director 4

For For Elect Xiang Wenwu as Director 5

For For Elect Wu Wenxin as Director 6

Against For Elect Hui Chiu Chung, Stephen as Director 7

Voter Rationale: Sits on more than 5 other company boards

Blended Rationale: Sits on more than 5 other company boards

For For Elect Jin Yong as Director 8

For For Elect Ye Zheng as Director 9

For For Elect Zhu Fei as Supervisor 10

For For Elect Wang Guoliang as Supervisor 11

For For Elect Ye Wenbang as Supervisor 12

For For Elect Wu Jibo as Supervisor 13

For For Amend Articles of Association and Related

Transactions

14

Mediobanca SpA

Meeting Date: 10/27/2018 Country: Italy

Meeting Type: Annual Ticker: MB

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

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

For For


Mediobanca SpA Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect Maximo Ibarra and Vittorio

Pignatti-Morano Campori as Directors (Bundled)

2

For For Approve Remuneration Policy 3.a

For For Approve Fixed-Variable Compensation Ratio 3.b

For For Approve Severance Payments Policy 3.c

For For Authorize Share Repurchase Program and

Reissuance of Repurchased Shares

4

Against None Deliberations on Possible Legal Action Against

Directors if Presented by Shareholders

A

Voter Rationale: Lack of disclosure.

Blended Rationale: Lack of disclosure.

ITM Power Plc


Meeting Type: Annual Ticker: ITM

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Elect Andrew Allen as Director 2

Blended Rationale: Item 2 An ABSTENTION on the re-election of Andy Allen is warranted because: * He is an Executive Director and is currently a member of the Audit Committee, which is not in line with UK best practice recommendations. A vote FOR this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option. Items 3-5 A vote FOR the re-election of Dr Graham Cooley, Bob Pendlebury and Lord Roger Freeman is warranted because no significant concerns have been identified. Item 6 An ABSTENTION on the re-election of Roger Putnam is warranted because: * Potential independence issues have been identified and he currently sits on the Audit and Remuneration Committees, and the compositions of these Committees do not adhere to UK best practice recommendations for a company of this size. A vote AGAINST this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option.

For For Re-elect Dr Graham Cooley as Director 3



ITM Power Plc Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Re-elect Robert Pendlebury as Director 4


For For Re-elect Lord Roger Freeman as Director 5


For For Re-elect Roger Putnam as Director 6


For For Reappoint Grant Thornton UK LLP as Auditors

and Authorise Their Remuneration

7


Rights

8



Rights

9


Shoprite Holdings Ltd.


Meeting Type: Annual Ticker: SHP


Shoprite Holdings Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Reports for the Year Ended 1 July 2018

For For

For For Reappoint PricewaterhouseCoopers Inc. as Auditors of the Company with MC Hamman as the Individual Registered Auditor

2

For For Re-elect Johannes Basson as Director 3


For For Re-elect JJ Fouche as Director 4


For For Re-elect Dr Anna Mokgokong as Director 5


For For Re-elect Joseph Rock as Director 6


For For Elect Shirley Zinn as Director 7


For For Re-elect Johannes Basson as Chairperson of the

Audit and Risk Committee

8


For For Re-elect JJ Fouche as Member of the Audit and

Risk Committee

9


For For Re-elect Joseph Rock as Member of the Audit and Risk Committee

10


For For Place Authorised but Unissued Shares under Control of Directors

11

For For Authorise Board to Issue Shares for Cash 12

For For Authorise Ratification of Approved Resolutions 13

Against For Approve Remuneration Policy 14.1

Voter Rationale: Remuneration Committee has discretion to grant retention awards that are not performance-related

Blended Rationale: Remuneration Committee has discretion to grant retention awards that are not performance-related


Shoprite Holdings Ltd. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

Against For Approve Implementation of the Remuneration

Policy

14.2

Voter Rationale: Former CFO Marius Bosman received a substantial increase in guaranteed pay in his final year and the Company has not provided any explanation. A one-off retention award to now former ED Etienne Nel was made during the year, which continues a trend of similar ad hoc payments over the last few years.

Blended Rationale: Former CFO Marius Bosman received a substantial increase in guaranteed pay in his final year and the Company has not provided any explanation. A one-off retention award to now former ED Etienne Nel was made during the year, which continues a trend of similar ad hoc payments over the last few years.

For For Approve Remuneration of Non-executive Directors

1

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

2

Blended Rationale: A vote FOR this item is warranted, although it is not without concern for shareholders: * This proposal includes a general authority relating to the provision of financial assistance to Directors. Such assistance is best provided for under specific rather than general authorities. The main reason for support is: * The Company clarifies that the inclusion of Directors within these authorities is to cover their participation in share incentive schemes. As such, shareholder support for these resolutions is warranted.

For For Approve Financial Assistance in Terms of Section 44 of the Companies Act

3

Blended Rationale: A vote FOR this item is warranted, although it is not without concern for shareholders: * This proposal includes a general authority relating to the provision of financial assistance to Directors. Such assistance is best provided for under specific rather than general authorities. The main reason for support is: * The Company clarifies that the inclusion of Directors within these authorities is to cover their participation in share incentive schemes. As such, shareholder support for these resolutions is warranted.


Truly International Holdings Ltd.



Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Subscription Agreement and Related

Transactions

For For

For For Approve Whitewash Waiver 1

W.P. Carey, Inc.


Meeting Type: Special Ticker: WPC


W.P. Carey, Inc.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Issue Shares in Connection with Acquisition For For




Accrol Group Holdings plc


Meeting Type: Annual Ticker: ACRL

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Reports

For For

For For Elect Gareth Jenkins as Director 2

Blended Rationale: Items 2, 4 and 5 A vote FOR the election of Gareth Jenkins, Steve Townsley and Euan Hamilton is warranted because no significant concerns have been identified. Item 3 An ABSTENTION on the election of Dan Wright is warranted because: * He is an Executive Director and is currently a member of the Audit and Remuneration Committees, which is not in line with UK best practice recommendations. A vote FOR this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option.

Against For Elect Daniel Wright as Director 3

Voter Rationale: Executive director sitting on Audit Committee.

Blended Rationale: Executive director sitting on Audit Committee.

For For Elect Steven Townsley as Director 4


For For Elect Euan Hamilton as Director 5



Accrol Group Holdings plc Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

Against For Reappoint Pricewaterhouse Coopers LLP as

Auditors and Authorise Their Remuneration

6

Voter Rationale: Poor audit practices.

Blended Rationale: Poor audit practices.

Against For Approve Remuneration Report 7

Voter Rationale: One off payment to the CEO during the year.

Blended Rationale: One off payment to the CEO during the year.


Rights

8



Rights

9


CK Asset Holdings Ltd.



Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Acquisition by CKM Australia Bidco Pty Ltd Pursuant to the Implementation Agreement

For For


For For Approve Consortium Formation Agreement and the Transaction Proceeding with the Joint Venture Transaction Pursuant to the

Implementation Agreement

2


CK Infrastructure Holdings Ltd.

Meeting Date: 10/30/2018 Country: Bermuda



CK Infrastructure Holdings Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Consortium Formation Agreement and

Related Transactions

For For


Companhia de Saneamento Basico do Estado de Sao Paulo SABESP


Meeting Type: Special Ticker: SBSP3

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Andre Carillo, Elizabeth Melek Tavares e Nilton Joao dos Santos as Evaluation and Nominating Committee Members

For For

For For Elect Marcio Cury Abumussi as Alternate Fiscal Council Member

2

For For Elect Sergio Ricardo Ciavolih Mota as Director 3

For For Ratify Election of Karla Bertocco Trindade as Director

4

Folli Follie SA

Meeting Date: 10/30/2018 Country: Greece

Meeting Type: Annual Ticker: FFGRP

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


Reports

For Against



Against For Approve Allocation of Income and Non

Distribution of Dividends

2




Folli Follie SA Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

Against For Approve Discharge of Board and Auditors 3

Voter Rationale: ongoing internal investigations and market regulator sanctions suggest that the management has disclosed misleading financial information in relation to at least FY2017.

Blended Rationale: ongoing internal investigations and market regulator sanctions suggest that the management has disclosed misleading financial information in relation to at least FY2017.

Against For Approve Auditors and Fix Their Remuneration 4



Against For Approve Director Remuneration 5



For For Ratify Director Appointments 6

For For Elect Members of Audit Committee 7

Against For Other Business 8



Hargreaves Services Plc


Meeting Type: Annual Ticker: HSP

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For



For For Re-elect Gordon Banham as Director 4

Blended Rationale: Items 4 to 6 A vote FOR the election/re-election of Gordon Banham, Nigel Halkes and John Samuel is warranted because no significant concerns have been identified. Item 7 A vote AGAINST the election of Roger McDowell is warranted because: * Aside from his role as Non-executive Chair of the Company, he also holds directorships at seven other publicly listed companies, which could compromise his ability to commit sufficient time to his role in the Company.


Hargreaves Services Plc Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Re-elect Nigel Halkes as Director 5


For For Elect John Samuel as Director 6


For For Elect Roger McDowell as Director 7





9


Rights

10



Rights

11



Hong Leong Financial Group Bhd.

Meeting Date: 10/30/2018 Country: Malaysia


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Remuneration of Directors For For

For For Elect Tan Kong Khoon as Director 2

Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board and committee dynamics.


Hong Leong Financial Group Bhd. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect Lim Lean See as Director 3

Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board and committee dynamics.

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

4

For For Approve Issuance of Equity or Equity-Linked


5

For For Approve Implementation of Shareholders' Mandate for Recurrent Related Party Transactions with Hong Leong Company (Malaysia) Berhad and Persons Connected with

HLCM

6


For For Approve Implementation of Shareholders' Mandate for Recurrent Related Party Transactions with Tower Real Estate Investment Trust

7


Power Assets Holdings Ltd.



Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Consortium Formation Agreement and

Related Transactions

For For

Seagate Technology Plc


Meeting Type: Annual Ticker: STX

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director William D. Mosley For For

For For Elect Director Stephen J. Luczo 1b


Seagate Technology Plc Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect Director Mark W. Adams 1c

For For Elect Director Judy Bruner 1d

For For Elect Director Michael R. Cannon 1e

For For Elect Director William T. Coleman 1f

For For Elect Director Jay L. Geldmacher 1g

For For Elect Director Dylan Haggart 1h

For For Elect Director Stephanie Tilenius 1i

For For Elect Director Edward J. Zander 1j

For For Advisory Vote to Ratify Named Executive


2


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

3

For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights

4

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

5

For For Determine Price Range for Reissuance of Treasury Shares

6

Synaptics, Inc.


Meeting Type: Annual Ticker: SYNA

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Jeffrey D. Buchanan For For

For For Elect Director Keith B. Geeslin 1b

Against For Elect Director James L. Whims 1c

Voter Rationale: Chair of the nominations committee on a board that lacks diversity and refreshment.

Blended Rationale: Chair of the nominations committee on a board that lacks diversity and refreshment.

For For Advisory Vote to Ratify Named Executive


2

For For Ratify KPMG LLP as Auditors 3

For For Amend Omnibus Stock Plan 4


Synaptics, Inc. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Amend Qualified Employee Stock Purchase Plan 5

Syncona Ltd.

Meeting Date: 10/30/2018 Country: Guernsey

Meeting Type: Special Ticker: SYNC

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Changes to the Company's Investment Policy

For For

Alibaba Group Holding Ltd.


Meeting Type: Annual Ticker: BABA

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Joseph C. Tsai as Director For For

Voter Rationale: We do not think it is in the interests of shareholders to vote these Directors off the Board

Blended Rationale: We do not think it is in the interests of shareholders to vote these Directors off the Board

For For Elect J. Michael Evans as Director 1.2



For For Elect Eric Xiandong Jing as Director 1.3



For For Elect Borje E. Ekholm as Director 1.4




Alibaba Group Holding Ltd. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


Voter Rationale: Best interests of shareholders

Blended Rationale: Best interests of shareholders

AtlasBX Co., Ltd.



Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Articles of Incorporation - Adoption of Interim Dividend (Shareholder Proposal)

Against For

Voter Rationale: In shareholders' best interests

Blended Rationale: In shareholders' best interests

For Against Elect Moon Bong-jin as Outside Director (Shareholder Proposal)

2

Voter Rationale: In shareholders' best interests

Blended Rationale: In shareholders' best interests

Against For Elect Lee Ho-seok as a Member of Audit Committee

3.1

Voter Rationale: Lack of information supporting nomination

Blended Rationale: Lack of information supporting nomination

Against For Elect Ju Hyeon-gi as a Member of Audit Committee

3.2

Voter Rationale: Lack of information supporting nomination

Blended Rationale: Lack of information supporting nomination

For Against Elect Moon Bong-jin as a Member of Audit Committee (Shareholder Proposal)

3.3

Voter Rationale: Enhances independent oversight of the board

Blended Rationale: Enhances independent oversight of the board

Brooks MacDonald Group Plc


Meeting Type: Annual Ticker: BRK


Brooks MacDonald Group Plc

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Reports

For For



Against For Approve Long Term Incentive Plan 4

Voter Rationale: Excessive dilution.

Blended Rationale: Excessive dilution.

For For Re-elect Christopher Knight as Director 5

Blended Rationale: A vote FOR the election/re-election of Chris Knight, Caroline Connellan, Andrew Shepherd, Ben Thorpe, Nick Holmes, Colin Harris, Richard Price, Diane Seymour-Williams, David Stewart and John Linwood is warranted because no significant concerns have been identified.

For For Re-elect Caroline Connellan as Director 6


For For Re-elect Andrew Shepherd as Director 7


For For Elect Ben Thorpe as Director 8


For For Re-elect Nicholas Holmes as Director 9


For For Re-elect Colin Harris as Director 10


For For Re-elect Richard Price as Director 11


For For Re-elect Diane Seymour-Williams as Director 12



Brooks MacDonald Group Plc Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect David Stewart as Director 13


For For Elect John Linwood as Director 14



Auditors and Authorise Their Remuneration

15

For For Authorise the Company to Use Electronic

Communications

16

For For Authorise Political Donations and Expenditure 17


Rights

18



Rights

19



20





22

Catalent, Inc.


Meeting Type: Annual Ticker: CTLT

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director John Chiminski For For

For For Elect Director Rosemary A. Crane 1b

For For Elect Director Donald E. Morel, Jr. 1c


Catalent, Inc. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

Against For Elect Director Jack Stahl 1d

Voter Rationale: The board has failed to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the charter, which adversely impacts shareholder rights

Blended Rationale: The board has failed to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the charter, which adversely impacts shareholder rights

For For Ratify Ernst & Young LLP as Auditors 2


3

For For Approve Omnibus Stock Plan 4

For For Approve Qualified Employee Stock Purchase Plan

5

For For Declassify the Board of Directors 6

Cyfrowy Polsat SA

Meeting Date: 10/31/2018 Country: Poland

Meeting Type: Special Ticker: CPS

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2 Elect Meeting Chairman For For

Blended Rationale: Votes FOR Items 2, 4.1, 4.2, 4.3, and 5 are warranted because these are routine meeting formalities.Items 1 and 3 are non-voting.

For For Elect Members of Vote Counting Commission 4.1








For For Approve Merger by Absorption with Cyfrowy

Polsat Trade Marks Sp. z o.o.

6



Hopewell Holdings Ltd.



Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


For For

Against For Elect Eddie Ping Chang Ho as Director 2a1

Voter Rationale: Executive director on a board that is not a majority independent and does not have a nominations committee

Blended Rationale: Executive director on a board that is not a majority independent and does not have a nominations committee

Against For Elect Albert Kam Yin Yeung as Director 2a2



Against For Elect Leo Kwok Kee Leung as Director 2a3



For For Elect Gordon Yen as Director 2a4

For For Elect Yuk Keung Ip as Director 2a5

For For Approve Directors' Fees 2b

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

3

For For Authorize Repurchase of Issued Share Capital 4a

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

4b

Voter Rationale: Issuance limit exceeds 10%

Blended Rationale: Issuance limit exceeds 10%

Against For Authorize Reissuance of Repurchased Shares 4c

Voter Rationale: Discount limit not disclosed

Blended Rationale: Discount limit not disclosed

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

4d

Voter Rationale: No performance conditions attached

Blended Rationale: No performance conditions attached


Pantheon International Plc


Meeting Type: Annual Ticker: PIN

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


For For


For For Re-elect Sir Laurie Magnus as Director 3

Blended Rationale: Item 3 A vote FOR the re-election of Sir Laurie Magnus is warranted, although it is not without concern because: * Apart from his role as Board Chair, he also serves in various roles at three other listed companies, which could potentially compromise his ability to commit sufficient time to his role in the Company. The main reason for support is: * The majority of his commitments are at investment trusts, and taking this into account, a degree of flexibility is considered appropriate. His external commitments will be kept under review. Items 4 to 9 A vote FOR the re-election of Ian Barby, John Burgess, David Melvin, Susannah Nicklin, John Singer and Rhoddy Swire is warranted because no significant concerns have been identified.

For For Re-elect Ian Barby as Director 4


For For Re-elect John Burgess as Director 5


For For Re-elect David Melvin as Director 6


For For Re-elect Susannah Nicklin as Director 7



Pantheon International Plc Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Re-elect John Singer as Director 8


For For Re-elect Rhoddy Swire as Director 9


For For Reappoint Grant Thornton UK LLP as Auditors 10



11


Rights

12



Rights

13





15

For For Authorise the Company to Use Electronic

Communications

16

Solutions 30 SE

Meeting Date: 10/31/2018 Country: France

Meeting Type: Special Ticker: ALS30

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Increase Nominal Value Per Share from EUR 0.51 to EUR 0.1275

For For


Solutions 30 SE Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

Blended Rationale: A vote FOR these items is warranted as the stock split will not adversely affect shareholder value and might increase trading liquidity. However, this is not without concern for the lack of a compelling rationale for these proposals.

For For Amend Article 6 to Reflect Changes in Capital 2


For For Amend Article 7.1.6 to Reflect Changes in

Capital

3


For For Recast Bylaws of the Company 4

Blended Rationale: A vote AGAINST is warranted because the company did not provide the actual changes and thus not enabling shareholder to make an informed decision.

For For Approve Insertion of English Version of the

Statutes

5

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