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Investment
Company Report
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MASMOVIL
IBERCOM SA
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Security
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E7386C164
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Meeting
Type
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Ordinary
General Meeting
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Ticker
Symbol
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Meeting
Date
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08-Jul-2020
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ISIN
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ES0184696104
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Agenda
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712797969
- Management
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Item
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Proposal
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Proposed
by
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Vote
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For/Against
Management
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CMMT
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PLEASE
NOTE IN THE EVENT THE MEETING DOES
NOT REACH QUORUM, THERE WILL BE A-SECOND
CALL ON 09TH JULY 2020. CONSEQUENTLY, YOUR
VOTING INSTRUCTIONS WILL-REMAIN VALID FOR
ALL CALLS UNLESS THE AGENDA IS AMENDED.
THANK YOU'
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Non-Voting
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1
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EXAMINATION
AND, IF APPROPRIATE, APPROVAL
OF THE INDIVIDUAL ANNUAL ACCOUNTS (BALANCE
SHEET, PROFIT AND LOSS ACCOUNT, STATEMENT
OF THE CHANGES IN THE NET EQUITY, CASH FLOW
STATEMENT AND NOTES) AND THE INDIVIDUAL
MANAGEMENT REPORT WITH RESPECT TO THE
FINANCIAL YEAR ENDED ON DECEMBER 31ST, 2019
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Management
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For
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For
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2
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EXAMINATION
AND, IF APPROPRIATE, APPROVAL
OF THE CONSOLIDATED ANNUAL ACCOUNTS
(CONSOLIDATED STATEMENT OF FINANCIAL
POSITION, CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME, CONSOLIDATED
STATEMENT OF CHANGES IN THE NET EQUITY,
CONSOLIDATED CASH FLOW STATEMENT AND
CONSOLIDATED NOTES) AND CONSOLIDATED
MANAGEMENT REPORT OF THE COMPANY AND ITS
AFFILIATES WITH RESPECT TO THE FINANCIAL
YEAR ENDED ON DECEMBER 31ST, 2019
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Management
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For
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For
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3
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EXAMINATION
AND, IF APPROPRIATE, APPROVAL
OF THE CONSOLIDATED STATEMENT OF NON-
FINANCIAL INFORMATION WITH RESPECT TO THE
FINANCIAL YEAR ENDED ON DECEMBER 31ST, 2019
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Management
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For
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For
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4
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EXAMINATION
AND, IF APPROPRIATE, APPROVAL
OF THE PROPOSAL OF APPLICATION OF THE
COMPANY'S RESULTS OF THE FINANCIAL YEAR
ENDED ON DECEMBER 31ST, 2019
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Management
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For
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For
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5
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EXAMINATION
AND, IF APPROPRIATE, APPROVAL
OF THE MANAGEMENT OF THE BOARD OF
DIRECTORS DURING THE FINANCIAL YEAR ENDED
ON DECEMBER 31ST, 2019
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Management
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For
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For
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6
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REELECTION
OF KPMG AUDITORES, S.L. AS
AUDITORS OF THE COMPANY AND ITS
CONSOLIDATED GROUP FOR THE FINANCIAL YEAR
2020
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Management
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For
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For
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7.1
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REELECTION
OF MR. JOHN CARL HAHN AS
PROPRIETARY DIRECTOR
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Management
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For
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For
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7.2
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REELECTION
OF MR. BORJA FERNANDEZ ESPEJEL
AS INDEPENDENT DIRECTOR
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Management
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For
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For
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7.3
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REELECTION
OF MS. PILAR ZULUETA DE OYA AS
INDEPENDENT DIRECTOR
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Management
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For
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For
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7.4
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RATIFICATION
OF THE APPOINTMENT OF MS.
CRISTINA ALDAMIZ-ECHEVARRIA GONZALEZ DE
DURANA AS INDEPENDENT DIRECTOR, APPOINTED
BY COOPTATION BY RESOLUTION OF THE BOARD
OF DECEMBER 27TH, 2019
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Management
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For
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For
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8
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APPROVAL,
IN ACCORDANCE WITH ARTICLES 219
OF THE SPANISH CORPORATE ENTERPRISES ACT
AND 38 OF THE BY-LAWS, OF A SHARES
APPRECIATION RIGHTS' PLAN IN FAVOUR OF THE
CHIEF EXECUTIVE OFFICER, MANAGEMENT TEAM
AND EMPLOYEES OF GRUPO MASMOVIL
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Management
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Against
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Against
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9
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AMENDMENT
OF THE DIRECTORS' REMUNERATION
POLICY FOR THE FINANCIAL YEARS 2018, 2019 Y
2020
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Management
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Against
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Against
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10
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APPROVAL
OF THE DIRECTORS' REMUNERATION
POLICY FOR THE FINANCIAL YEARS 2021, 2022 AND
2023
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Management
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Against
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Against
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11
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CONSULTATIVE
VOTE ON THE ANNUAL REPORT ON
DIRECTORS' REMUNERATION FOR THE FINANCIAL
YEAR ENDED ON DECEMBER 31ST, 2019
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Management
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Against
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Against
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12.1
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AMENDMENT
OF ARTICLE 22 ("ATTENDANCE AT
MEETINGS")
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Management
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For
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For
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12.2
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AMENDMENT
OF ARTICLE 23 ("REPRESENTATION")
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Management
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For
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For
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13
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APPROVAL
OF THE ADDITION OF A NEW ARTICLE 12
BIS ("ATTENDANCE AT THE GENERAL MEETING
THROUGH REAL-TIME REMOTE PROCEDURES") OF
THE REGULATIONS OF THE GENERAL
SHAREHOLDERS' MEETING
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Management
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For
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For
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14
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AUTHORISATION
TO THE BOARD OF DIRECTORS TO
AGREE SHARE CAPITAL INCREASES, IN
ACCORDANCE WITH ARTICLES 297.1.B) AND 506 OF
THE SPANISH CORPORATE ENTERPRISES ACT,
WITH THE LIMIT OF 20% OF THE CURRENT SHARE
CAPITAL, WITHIN THE LEGAL PERIOD OF FIVE
YEARS FROM THE DATE OF THIS MEETING, IN ONE
OR SEVERAL TRANCHES, AND WITH THE
AUTHORISATION TO EXCLUDE THE
SHAREHOLDERS' PREEMPTIVE RIGHTS TO
SUBSCRIPTION. REVOCATION OF THE
AUTHORISATION GRANTED BY THE ORDINARY
GENERAL SHAREHOLDERS' MEETING OF JUNE
22ND, 2017 FOR THOSE PARTS YET TO BE
COMPLETED
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Management
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For
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For
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15
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AUTHORISATION
TO SHORTEN THE PERIOD FOR
CALLING EXTRAORDINARY GENERAL MEETINGS, IN
ACCORDANCE WITH THE PROVISIONS OF ARTICLE
515 OF THE SPANISH CORPORATE ENTERPRISES
ACT
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Management
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For
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For
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16
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RATIFICATION,
PURSUANT TO THE PROVISIONS OF
ARTICLE 160.F) OF THE SPANISH CORPORATE
ENTERPRISES ACT, OF THE PLEDGE GRANTED
OVER THE SHARES OF THE WHOLLY-OWNED
SUBSIDIARY OF MASMOVIL IBERCOM, S.A., THAT IS,
MASMOVIL PHONE & INTERNET, S.A.U., AS WELL AS
ALL EXTENSIONS OF THE AFOREMENTIONED
PLEDGE, AND APPROVAL OF THE WAIVER OF SELF-
CONTRACTING, MULTIPLE REPRESENTATION AND
CONFLICT OF INTERESTS WITH RESPECT TO ANY
IRREVOCABLE POWERS OF ATTORNEY GRANTED
AND TO BE GRANTED CONCERNING THE
AFOREMENTIONED PLEDGE OF SHARES
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Management
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For
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For
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17
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DELEGATION
OF POWERS FOR THE
FORMALIZATION, REMEDY, REGISTRATION,
INTERPRETATION, DEVELOPMENT AND EXECUTION
OF THE RESOLUTIONS ADOPTED BY THE GENERAL
MEETING AND POWER OF ATTORNEY TO
FORMALIZE THE DEPOSIT OF THE ANNUAL
ACCOUNTS
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Management
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For
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For
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TERRAFORM
POWER INC.
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Security
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88104R209
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Meeting
Type
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Annual
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Ticker
Symbol
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TERP
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Meeting
Date
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29-Jul-2020
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ISIN
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US88104R2094
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Agenda
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935245844
- Management
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Item
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Proposal
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Proposed
by
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Vote
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For/Against
Management
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1.
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To
adopt the Plan of Merger set forth as Exhibit B to the
Reorganization Agreement referred to below and to
approve (i) the Agreement and Plan of Reorganization,
dated as of March 16, 2020 (as amended from time to
time, the "Reorganization Agreement"), by and among
Brookfield Renewable Partners L.P., Brookfield
Renewable Corporation, 2252876 Alberta ULC,
TerraForm Power, Inc. and TerraForm Power NY
Holdings, Inc. and (ii) the Reincorporation Merger and the
Share Exchange contemplated by the Reorganization
Agreement ("Merger Proposal")
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Management
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For
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For
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2a.
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Election
of Director: Brian Lawson
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Management
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For
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For
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2b.
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Election
of Director: Carolyn Burke
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Management
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For
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For
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2c.
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Election
of Director: Christian S. Fong
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Management
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For
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For
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2d.
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Election
of Director: Harry Goldgut
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Management
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For
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For
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2e.
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Election
of Director: Richard Legault
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Management
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For
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For
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2f.
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Election
of Director: Mark McFarland
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Management
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For
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For
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2g.
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Election
of Director: Sachin Shah
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Management
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For
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For
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3.
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To
ratify the appointment of Ernst & Young LLP as
TerraForm Power Inc.'s independent registered public
accounting firm for 2020.
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Management
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For
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For
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4.
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To
ratify, on a non-binding, advisory basis, the
compensation paid to TerraForm Power Inc.'s named
executive officers.
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Management
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For
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For
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5.
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To
approve the adjournment of the Annual Meeting of
Stockholders, if necessary, to solicit additional proxies if
there are not sufficient votes to approve the Merger
Proposal.
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Management
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For
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For
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PACIFIC
BIOSCIENCES OF CALIFORNIA, INC.
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Security
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69404D108
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Meeting
Type
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Annual
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Ticker
Symbol
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PACB
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Meeting
Date
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04-Aug-2020
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ISIN
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US69404D1081
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Agenda
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935242189
- Management
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Item
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Proposal
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Proposed
by
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Vote
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For/Against
Management
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1.1
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Election
Of Class I Director: Christian O. Henry
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Management
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For
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For
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1.2
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Election
Of Class I Director: John F. Milligan, Ph.D.
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Management
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For
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For
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1.3
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Election
Of Class I Director: Lucy Shapiro, Ph.D
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Management
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For
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For
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2.
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Ratification
of the appointment of Ernst & Young LLP as
our independent registered public accounting firm for the
year ending December 31, 2020.
|
Management
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For
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For
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3.
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Advisory
approval of the Company's executive
compensation.
|
Management
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For
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For
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4.
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Approval
of the Company's 2020 Equity Incentive Plan.
|
Management
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Against
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Against
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ARTEMIS
GOLD INC
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Security
|
04302L100
|
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Meeting
Type
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Special
General Meeting
|
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Ticker
Symbol
|
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Meeting
Date
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11-Aug-2020
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|
ISIN
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CA04302L1004
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Agenda
|
712954406
- Management
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Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDERS ARE
ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST'-ONLY
FOR RESOLUTION 1. THANK YOU
|
Non-Voting
|
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1
|
DISINTERESTED
SHAREHOLDER RESOLUTION: TO
CONSIDER AND, IF THOUGHT ADVISABLE, TO PASS,
WITH OR WITHOUT VARIATION, AN ORDINARY
RESOLUTION OF DISINTERESTED SHAREHOLDERS,
THE FULL TEXT OF WHICH IS SET FORTH IN THE
INFORMATION CIRCULAR OF ARTEMIS GOLD INC.
(THE "COMPANY") DATED JULY 7, 2020 (THE
"CIRCULAR"), APPROVING THE ISSUANCE OF
COMMON SHARES OF THE COMPANY UPON THE
EXCHANGE OF SUBSCRIPTION RECEIPTS ISSUED
BY THE COMPANY (THE "SUBSCRIPTION
RECEIPTS") PURSUANT TO A NON-BROKERED
PRIVATE PLACEMENT OF SUBSCRIPTION RECEIPTS
TO CERTAIN RELATED PARTIES OF THE COMPANY,
EXCLUDING THE VOTES ATTACHED TO COMMON
SHARES OWNED OR CONTROLLED BY SUCH
RELATED PARTIES AND THEIR JOINT ACTORS, ALL
AS MORE PARTICULARLY DESCRIBED IN THE
CIRCULAR
|
Management
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For
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For
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PREMIER
FOODS PLC
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Security
|
G7S17N124
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Meeting
Type
|
Annual
General Meeting
|
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Ticker
Symbol
|
|
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Meeting
Date
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12-Aug-2020
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ISIN
|
GB00B7N0K053
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Agenda
|
712918967
- Management
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Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
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1
|
TO
RECEIVE THE 2019/20 ANNUAL REPORT
|
Management
|
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For
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For
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2
|
TO
APPROVE THE DIRECTORS' REMUNERATION
REPORT
|
Management
|
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For
|
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For
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3
|
TO
APPROVE THE DIRECTORS' REMUNERATION
POLICY
|
Management
|
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For
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For
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4
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TO
ELECT COLIN DAY AS A DIRECTOR
|
Management
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For
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For
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5
|
TO
ELECT ALEX WHITEHOUSE AS A DIRECTOR
|
Management
|
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For
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For
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6
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TO
ELECT DUNCAN LEGGETT AS A DIRECTOR
|
Management
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For
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For
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7
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TO
ELECT HELEN JONES AS A DIRECTOR
|
Management
|
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For
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For
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8
|
TO
ELECT TIM ELLIOTT AS A DIRECTOR
|
Management
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For
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For
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9
|
TO
RE-ELECT RICHARD HODGSON AS A DIRECTOR
|
Management
|
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For
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For
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10
|
TO
RE-ELECT SIMON BENTLEY AS A DIRECTOR
|
Management
|
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For
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For
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11
|
TO
RE-ELECT PAM POWELL AS A DIRECTOR
|
Management
|
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For
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For
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12
|
TO
RE-ELECT SHINJI HONDA AS A DIRECTOR
|
Management
|
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For
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For
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13
|
TO
RE-ELECT DANIEL WOSNER AS A DIRECTOR
|
Management
|
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For
|
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For
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14
|
TO
RE-ELECT ORKUN KILIC AS A DIRECTOR
|
Management
|
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For
|
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For
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15
|
TO
RE-APPOINT KPMG LLP AS AUDITOR
|
Management
|
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For
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For
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|
16
|
TO
APPROVE THE REMUNERATION OF THE
AUDITOR
|
Management
|
|
For
|
|
For
|
|
|
|
|
17
|
TO
APPROVE THE PREMIER FOODS PLC LONG
TERM INCENTIVE PLAN 2020
|
Management
|
|
For
|
|
For
|
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|
18
|
TO
APPROVE THE AUTHORITY TO MAKE POLITICAL
DONATIONS
|
Management
|
|
For
|
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For
|
|
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|
19
|
TO
APPROVE THE AUTHORITY TO ALLOT SHARES
|
Management
|
|
For
|
|
For
|
|
|
|
|
20
|
TO
APPROVE THE AUTHORITY TO DISAPPLY PRE-
EMPTION RIGHTS
|
Management
|
|
For
|
|
For
|
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|
|
|
21
|
TO
APPROVE THE AUTHORITY TO DISAPPLY PRE-
EMPTION RIGHTS FOR AN ACQUISITION OR A
SPECIFIED CAPITAL INVESTMENT
|
Management
|
|
For
|
|
For
|
|
|
|
|
22
|
TO
APPROVE THE NOTICE PERIOD FOR GENERAL
MEETINGS
|
Management
|
|
For
|
|
For
|
|
|
|
|
ROCKROSE
ENERGY PLC
|
|
|
|
|
Security
|
G76167108
|
|
|
|
Meeting
Type
|
Ordinary
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
17-Aug-2020
|
|
|
|
ISIN
|
GB00BYNFCH09
|
|
|
|
Agenda
|
712981768
- Management
|
|
|
|
|
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|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1
|
TO
AUTHORISE THE DIRECTORS TO TAKE ALL
SUCH ACTION TO CARRY THE ACQUISITION AND
SCHEME INTO EFFECT
|
Management
|
|
For
|
|
For
|
|
|
|
|
2
|
TO
APPROVE AMENDMENTS TO THE COMPANY'S
ARTICLES OF ASSOCIATION
|
Management
|
|
For
|
|
For
|
|
|
|
|
3
|
CONDITIONAL
UPON THE SCHEME HAVING
BECOME EFFECTIVE AND THE CANCELLATION OF
TRADING OF THE ROCKROSE SHARES ON THE
LONDON STOCK EXCHANGE'S MAIN MARKET FOR
LISTED SECURITIES AND THE CANCELLATION OF
THE LISTING OF ROCKROSE SHARES ON THE
OFFICIAL LIST IN EACH CASE BEING EFFECTED, TO
APPROVE THE RE-REGISTRATION OF THE
COMPANY AS A PRIVATE COMPANY WITH THE
NAME "ROCKROSE ENERGY LIMITED"
|
Management
|
|
For
|
|
For
|
|
|
|
|
ROCKROSE
ENERGY PLC
|
|
|
|
|
Security
|
G76167108
|
|
|
|
Meeting
Type
|
Court
Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
17-Aug-2020
|
|
|
|
ISIN
|
GB00BYNFCH09
|
|
|
|
Agenda
|
712982164
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT ABSTAIN IS NOT A VALID VOTE
OPTION FOR THIS MEETING TYPE.-PLEASE
CHOOSE BETWEEN "FOR" AND "AGAINST" ONLY.
SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS
MEETING THEN YOUR VOTE WILL BE
DISREGARDED BY THE ISSUER OR-ISSUERS AGENT
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
APPROVAL
OF SCHEME OF ARRANGEMENT
|
Management
|
|
For
|
|
For
|
|
|
|
|
ADVANCED
DISPOSAL SERVICES INC.
|
|
|
|
|
Security
|
00790X101
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
ADSW
|
|
|
|
Meeting
Date
|
25-Aug-2020
|
|
|
|
ISIN
|
US00790X1019
|
|
|
|
Agenda
|
935255578
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
To
adopt the Agreement and Plan of Merger, dated as of
April 14, 2019, as amended by Amendment No. 1
thereto, dated as of June 24, 2020, as may be further
amended from time to time (the amended merger
agreement), by and among Advanced Disposal Services,
Inc. (Advanced Disposal), Waste Management, Inc. and
Everglades Merger Sub Inc. (Merger Sub) pursuant to
which Merger Sub will merge with and into Advanced
Disposal (the merger).
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
To
approve, on a non-binding advisory basis, specified
compensation that may be paid or become payable to
Advanced Disposal's named executive officers in
connection with the merger and contemplated by the
amended merger agreement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
To
approve one or more adjournments of the special
meeting, if necessary or appropriate, to solicit additional
proxies if there are insufficient votes at the time of the
special meeting to approve the proposal to adopt the
amended merger agreement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
NORTONLIFELOCK
INC.
|
|
|
|
|
Security
|
668771108
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
NLOK
|
|
|
|
Meeting
Date
|
08-Sep-2020
|
|
|
|
ISIN
|
US6687711084
|
|
|
|
Agenda
|
935251190
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1A.
|
Election
of Director: Sue Barsamian
|
Management
|
|
For
|
|
For
|
|
|
|
|
1B.
|
Election
of Director: Eric K. Brandt
|
Management
|
|
For
|
|
For
|
|
|
|
|
1C.
|
Election
of Director: Frank E. Dangeard
|
Management
|
|
For
|
|
For
|
|
|
|
|
1D.
|
Election
of Director: Nora M. Denzel
|
Management
|
|
For
|
|
For
|
|
|
|
|
1E.
|
Election
of Director: Peter A. Feld
|
Management
|
|
For
|
|
For
|
|
|
|
|
1F.
|
Election
of Director: Kenneth Y. Hao
|
Management
|
|
For
|
|
For
|
|
|
|
|
1G.
|
Election
of Director: David W. Humphrey
|
Management
|
|
For
|
|
For
|
|
|
|
|
1H.
|
Election
of Director: Vincent Pilette
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
Ratification
of the appointment of KPMG LLP as our
independent registered public accounting firm for the
2021 fiscal year.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
Advisory
vote to approve executive compensation.
|
Management
|
|
For
|
|
For
|
|
|
|
|
4.
|
Stockholder
proposal regarding political spending
disclosure.
|
Shareholder
|
|
Abstain
|
|
Against
|
|
|
|
|
KONINKLIJKE
KPN NV
|
|
|
|
|
Security
|
N4297B146
|
|
|
|
Meeting
Type
|
ExtraOrdinary
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
10-Sep-2020
|
|
|
|
ISIN
|
NL0000009082
|
|
|
|
Agenda
|
712988988
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT BENEFICIAL OWNER DETAILS
IS REQUIRED FOR THIS MEETING. IF NO-
BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR
INSTRUCTION MAY BE REJECTED. THANK-YOU.
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
OPENING
AND ANNOUNCEMENTS
|
Non-Voting
|
|
|
|
|
|
|
|
|
2
|
OPPORTUNITY
TO MAKE RECOMMENDATIONS FOR
THE APPOINTMENT OF A MEMBER OF THE-
SUPERVISORY BOARD OF KPN: MR. ALEJANDRO
PLATER
|
Non-Voting
|
|
|
|
|
|
|
|
|
3
|
PROPOSAL
TO APPOINT MR. ALEJANDRO
DOUGLASS PLATER AS MEMBER OF THE
SUPERVISORY BOARD
|
Management
|
|
No
Action
|
|
|
|
|
|
|
4
|
ANY
OTHER BUSINESS AND CLOSURE OF THE
MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
HASTINGS
GROUP HOLDINGS PLC
|
|
|
|
|
Security
|
G43345100
|
|
|
|
Meeting
Type
|
Court
Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
22-Sep-2020
|
|
|
|
ISIN
|
GB00BYRJH519
|
|
|
|
Agenda
|
713067292
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1
|
TO
APPROVE THE SCHEME OF ARRANGEMENT AS
DETAILED IN THE CIRCULAR DATED 28 AUGUST
2020
|
Management
|
|
For
|
|
For
|
|
|
|
|
HASTINGS
GROUP HOLDINGS PLC
|
|
|
|
|
Security
|
G43345100
|
|
|
|
Meeting
Type
|
Ordinary
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
22-Sep-2020
|
|
|
|
ISIN
|
GB00BYRJH519
|
|
|
|
Agenda
|
713067329
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1
|
TO
GIVE EFFECT TO THE SCHEME AS SET OUT IN
THE NOTICE OF GENERAL MEETING INCLUDING
THE AMENDMENTS TO HASTINGS GROUP
HOLDINGS PLC'S ARTICLES OF ASSOCIATION
|
Management
|
|
For
|
|
For
|
|
|
|
|
CMMT
|
02
SEP 2020: PLEASE NOTE THAT THE MEETING
TYPE CHANGED FROM EGM TO OGM. IF-YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
VOTE AGAIN UNLESS YOU-DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
|
Non-Voting
|
|
|
|
|
|
|
|
|
ALVOPETRO
ENERGY LTD
|
|
|
|
|
Security
|
02255Q100
|
|
|
|
Meeting
Type
|
Annual
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
23-Sep-2020
|
|
|
|
ISIN
|
CA02255Q1000
|
|
|
|
Agenda
|
713038924
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDERS ARE
ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST'-ONLY
FOR RESOLUTION 3 AND 'IN FAVOR' OR 'ABSTAIN'
ONLY FOR RESOLUTION NUMBERS-1.1 TO 1.6 AND
2. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
1.1
|
ELECTION
OF DIRECTOR: COREY C. RUTTAN
|
Management
|
|
For
|
|
For
|
|
|
|
|
1.2
|
ELECTION
OF DIRECTOR: FIROZ TALAKSHI
|
Management
|
|
For
|
|
For
|
|
|
|
|
1.3
|
ELECTION
OF DIRECTOR: GEIR YTRELAND
|
Management
|
|
For
|
|
For
|
|
|
|
|
1.4
|
ELECTION
OF DIRECTOR: JOHN D. WRIGHT
|
Management
|
|
For
|
|
For
|
|
|
|
|
1.5
|
ELECTION
OF DIRECTOR: KENNETH R. MCKINNON
|
Management
|
|
For
|
|
For
|
|
|
|
|
1.6
|
ELECTION
OF DIRECTOR: RODERICK L. FRASER
|
Management
|
|
For
|
|
For
|
|
|
|
|
2
|
APPOINTMENT
OF DELOITTE LLP, CHARTERED
ACCOUNTANTS AS AUDITOR OF THE
CORPORATION FOR THE ENSUING YEAR AND
AUTHORIZING THE DIRECTORS TO FIX THEIR
REMUNERATION
|
Management
|
|
For
|
|
For
|
|
|
|
|
3
|
SHAREHOLDERS
ARE BEING ASKED TO APPROVE
THE CURRENT OPTION PLAN IN ACCORDANCE
WITH POLICY 4.4 OF THE TSXV. THE TERMS OF THE
OPTION PLAN ARE MORE FULLY DESCRIBED IN
THIS CIRCULAR UNDER THE HEADING "OPTION
PLAN"
|
Management
|
|
For
|
|
For
|
|
|
|
|
CINCINNATI
BELL INC.
|
|
|
|
|
Security
|
171871502
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
CBB
|
|
|
|
Meeting
Date
|
24-Sep-2020
|
|
|
|
ISIN
|
US1718715022
|
|
|
|
Agenda
|
935257217
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1A.
|
Election
of Director for one-year term expiring in 2021:
Meredith J. Ching
|
Management
|
|
For
|
|
For
|
|
|
|
|
1B.
|
Election
of Director for one-year term expiring in 2021:
Walter A. Dods, Jr.
|
Management
|
|
For
|
|
For
|
|
|
|
|
1C.
|
Election
of Director for one-year term expiring in 2021:
John W. Eck
|
Management
|
|
For
|
|
For
|
|
|
|
|
1D.
|
Election
of Director for one-year term expiring in 2021:
Leigh R. Fox
|
Management
|
|
For
|
|
For
|
|
|
|
|
1E.
|
Election
of Director for one-year term expiring in 2021:
Jakki L. Haussler
|
Management
|
|
For
|
|
For
|
|
|
|
|
1F.
|
Election
of Director for one-year term expiring in 2021:
Craig F. Maier
|
Management
|
|
For
|
|
For
|
|
|
|
|
1G.
|
Election
of Director for one-year term expiring in 2021:
Russel P. Mayer
|
Management
|
|
For
|
|
For
|
|
|
|
|
1H.
|
Election
of Director for one-year term expiring in 2021:
Theodore H. Torbeck
|
Management
|
|
For
|
|
For
|
|
|
|
|
1I.
|
Election
of Director for one-year term expiring in 2021:
Lynn A. Wentworth
|
Management
|
|
For
|
|
For
|
|
|
|
|
1J.
|
Election
of Director for one-year term expiring in 2021:
Martin J. Yudkovitz
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
Approval,
by a non-binding advisory vote, of our
executive officers' compensation.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
Ratification
of our Audit and Finance Committee's
appointment of our independent registered public
accounting firm for 2020.
|
Management
|
|
For
|
|
For
|
|
|
|
|
CINCINNATI
BELL INC.
|
|
|
|
|
Security
|
171871403
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
CBBPRB
|
|
|
|
Meeting
Date
|
24-Sep-2020
|
|
|
|
ISIN
|
US1718714033
|
|
|
|
Agenda
|
935257217
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1A.
|
Election
of Director for one-year term expiring in 2021:
Meredith J. Ching
|
Management
|
|
For
|
|
For
|
|
|
|
|
1B.
|
Election
of Director for one-year term expiring in 2021:
Walter A. Dods, Jr.
|
Management
|
|
For
|
|
For
|
|
|
|
|
1C.
|
Election
of Director for one-year term expiring in 2021:
John W. Eck
|
Management
|
|
For
|
|
For
|
|
|
|
|
1D.
|
Election
of Director for one-year term expiring in 2021:
Leigh R. Fox
|
Management
|
|
For
|
|
For
|
|
|
|
|
1E.
|
Election
of Director for one-year term expiring in 2021:
Jakki L. Haussler
|
Management
|
|
For
|
|
For
|
|
|
|
|
1F.
|
Election
of Director for one-year term expiring in 2021:
Craig F. Maier
|
Management
|
|
For
|
|
For
|
|
|
|
|
1G.
|
Election
of Director for one-year term expiring in 2021:
Russel P. Mayer
|
Management
|
|
For
|
|
For
|
|
|
|
|
1H.
|
Election
of Director for one-year term expiring in 2021:
Theodore H. Torbeck
|
Management
|
|
For
|
|
For
|
|
|
|
|
1I.
|
Election
of Director for one-year term expiring in 2021:
Lynn A. Wentworth
|
Management
|
|
For
|
|
For
|
|
|
|
|
1J.
|
Election
of Director for one-year term expiring in 2021:
Martin J. Yudkovitz
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
Approval,
by a non-binding advisory vote, of our
executive officers' compensation.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
Ratification
of our Audit and Finance Committee's
appointment of our independent registered public
accounting firm for 2020.
|
Management
|
|
For
|
|
For
|
|
|
|
|
NATIONAL
GENERAL HOLDINGS CORP.
|
|
|
|
|
Security
|
636220303
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
NGHC
|
|
|
|
Meeting
Date
|
30-Sep-2020
|
|
|
|
ISIN
|
US6362203035
|
|
|
|
Agenda
|
935267434
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
To
adopt the Agreement and Plan of Merger, dated as of
July 7, 2020 (as it may be amended from time to time, the
"Merger Agreement"), by and among National General
Holdings Corp., a Delaware corporation (the "Company"),
The Allstate Corporation, a Delaware corporation
("Parent"), and Bluebird Acquisition Corp., a Delaware
corporation and an indirect wholly owned subsidiary of
Parent ("Merger Sub"), pursuant to which, subject to the
satisfaction of customary closing conditions, Merger Sub
will be merged with and into the Company (the "Merger").
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
To
approve, on a non-binding, advisory basis, the
compensation payments that will or may be paid or
become payable to the Company's named executive
officers and that are based on or otherwise relate to the
Merger and the agreements and understandings
pursuant to which such compensation will or may be paid
or become payable.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
To
approve the adjournment of the special meeting, if
necessary or appropriate, including to solicit additional
proxies if there are insufficient votes at the time of the
special meeting to approve the proposal to adopt the
Merger Agreement or in the absence of a quorum.
|
Management
|
|
For
|
|
For
|
|
|
|
|
NOBLE
ENERGY, INC.
|
|
|
|
|
Security
|
655044105
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
NBL
|
|
|
|
Meeting
Date
|
02-Oct-2020
|
|
|
|
ISIN
|
US6550441058
|
|
|
|
Agenda
|
935267422
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
To
adopt the Agreement and Plan of Merger, dated as of
July 20, 2020 (as may be amended from time to time, the
"merger agreement"), by and among Chevron
Corporation, Chelsea Merger Sub Inc. and Noble Energy,
Inc. ("Noble Energy").
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
To
approve, on an advisory (non-binding) basis, the
compensation that may be paid or become payable to
Noble Energy's named executive officers that is based on
or otherwise related to the merger.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
To
approve the adjournment of the special meeting, if
necessary or appropriate, to solicit additional proxies if
there are not sufficient votes to adopt the merger
agreement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
NIBC
HOLDING NV
|
|
|
|
|
Security
|
N6305E103
|
|
|
|
Meeting
Type
|
ExtraOrdinary
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
07-Oct-2020
|
|
|
|
ISIN
|
NL0012756316
|
|
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|
Agenda
|
713031817
- Management
|
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|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT BENEFICIAL OWNER DETAILS
IS REQUIRED FOR THIS MEETING. IF NO-
BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR
INSTRUCTION MAY BE REJECTED. THANK-YOU.
|
Non-Voting
|
|
|
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|
1
|
OPENING
|
Non-Voting
|
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2
|
EXPLANATION
OF THE RECOMMENDED PUBLIC
OFFER BY FLORA ACQUISITION B.V. (THE-
OFFEROR), AN INDIRECT WHOLLY-OWNED
SUBSIDIARY OF THE BLACKSTONE GROUP INC.,-
FOR ALL ISSUED AND OUTSTANDING ORDINARY
SHARES IN THE CAPITAL OF NIBC HOLDING-N.V.
(THE OFFER)
|
Non-Voting
|
|
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3.I
|
CONDITIONAL
ASSET SALE AND LIQUIDATION:
APPROVAL OF THE ASSET SALE AS REQUIRED
UNDER ARTICLE 2:107A OF THE DCC
|
Management
|
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No
Action
|
|
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3.II
|
CONDITIONAL
ASSET SALE AND LIQUIDATION:
CONDITIONAL RESOLUTION TO (A) DISSOLVE
(ONTBINDEN) NIBC HOLDING IN ACCORDANCE
WITH ARTICLE 2:19 OF THE DCC; (B) APPOINT THE
NEWLY TO BE INCORPORATED STICHTING
VEREFFENING NIBC HOLDING AS THE LIQUIDATOR
(VEREFFENAAR) OF NIBC HOLDING IN
ACCORDANCE WITH ARTICLE 2:19 OF THE DCC;
AND (C) APPOINT NIBC BANK N.V. AS THE
CUSTODIAN OF THE BOOKS AND RECORDS OF
NIBC HOLDING IN ACCORDANCE WITH ARTICLE 2:24
OF THE DCC
|
Management
|
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No
Action
|
|
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|
|
|
|
4
|
CONDITIONAL
AMENDMENT OF NIBC HOLDING'S
ARTICLES OF ASSOCIATION (THE ARTICLES OF
ASSOCIATION) AS PER THE SETTLEMENT DATE
|
Management
|
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No
Action
|
|
|
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5
|
CONDITIONAL
AMENDMENT OF THE ARTICLES OF
ASSOCIATION AS PER DELISTING OF THE SHARES
IN THE CAPITAL OF NIBC HOLDING
|
Management
|
|
No
Action
|
|
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6.I
|
CONDITIONAL
CHANGES TO THE SUPERVISORY
BOARD: CONDITIONAL APPOINTMENT AS PER THE
SETTLEMENT DATE OF MR. Q. ABBAS AS MEMBER
OF THE SUPERVISORY BOARD FOR A TERM OF
FOUR YEARS
|
Management
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No
Action
|
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6.II
|
CONDITIONAL
CHANGES TO THE SUPERVISORY
BOARD: CONDITIONAL APPOINTMENT AS PER THE
SETTLEMENT DATE OF MR. N. EL GABBANI AS
MEMBER OF THE SUPERVISORY BOARD FOR A
TERM OF FOUR YEARS
|
Management
|
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No
Action
|
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7
|
CONDITIONAL
GRANTING OF FULL AND FINAL
DISCHARGE FROM LIABILITY TO ALL MEMBERS OF
THE SUPERVISORY BOARD FOR THEIR
FUNCTIONING UNTIL THE DATE OF THE EGM, AS
PER THE SETTLEMENT DATE
|
Management
|
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No
Action
|
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8
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CONDITIONAL
GRANTING OF FULL AND FINAL
DISCHARGE FROM LIABILITY TO ALL MEMBERS OF
THE MANAGING BOARD FOR THEIR FUNCTIONING
UNTIL THE DATE OF THE EGM, AS PER THE
SETTLEMENT DATE
|
Management
|
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No
Action
|
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9
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CONDITIONAL
CANCELLATION OF TREASURY
SHARES HELD BY NIBC HOLDING
|
Management
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No
Action
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10
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ANY
OTHER BUSINESS
|
Non-Voting
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11
|
CLOSE
OF MEETING
|
Non-Voting
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VARIAN
MEDICAL SYSTEMS, INC.
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Security
|
92220P105
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Meeting
Type
|
Special
|
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Ticker
Symbol
|
VAR
|
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Meeting
Date
|
15-Oct-2020
|
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ISIN
|
US92220P1057
|
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Agenda
|
935274821
- Management
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Item
|
Proposal
|
Proposed
by
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Vote
|
For/Against
Management
|
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1.
|
To
approve and adopt the Agreement and Plan of
Merger, dated as of August 2, 2020 (as it may be
amended from time to time, the "merger agreement").
|
Management
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For
|
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For
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2.
|
To
adjourn the Special Meeting, if necessary or
appropriate, to solicit additional proxies in favor of the
proposal to approve and adopt the merger agreement if
there are not sufficient votes at the time of such
adjournment to approve and adopt the merger
agreement.
|
Management
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For
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For
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3.
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To
approve, on a non-binding, advisory basis, certain
compensation that will or may be paid or become payable
to Varian's named executive officers that is based on or
otherwise relates to the merger.
|
Management
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For
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For
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JERNIGAN
CAPITAL, INC.
|
|
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Security
|
476405105
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
JCAP
|
|
|
|
Meeting
Date
|
26-Oct-2020
|
|
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|
ISIN
|
US4764051052
|
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|
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Agenda
|
935278780
- Management
|
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|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
To
approve the merger of NexPoint RE Merger, Inc. with
and into Jernigan Capital, Inc., and the other transactions
contemplated by the Agreement and Plan of Merger,
dated as of August 3, 2020 and as it may be amended
from time to time, among Jernigan Capital, Inc., Jernigan
Capital Operating Company, LLC, NexPoint RE Merger,
Inc. and NexPoint RE Merger OP, LLC, as more
particularly described in the Proxy Statement.
|
Management
|
|
For
|
|
For
|
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|
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2.
|
To
approve, on a non-binding, advisory basis, the
compensation that may be paid or become payable to our
named executive officers that is based on or otherwise
relates to the merger, as more particularly described in
the Proxy Statement.
|
Management
|
|
For
|
|
For
|
|
|
|
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3.
|
To
approve any adjournment of the special meeting for
the purpose of soliciting additional proxies if there are not
sufficient votes at the special meeting to approve the
merger and the other transactions contemplated by the
merger agreement.
|
Management
|
|
For
|
|
For
|
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|
INDUSTRIA
MACCHINE AUTOMATICHE IMA SPA
|
|
|
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|
Security
|
T54003107
|
|
|
|
Meeting
Type
|
Annual
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
27-Oct-2020
|
|
|
|
ISIN
|
IT0001049623
|
|
|
|
Agenda
|
713177865
- Management
|
|
|
|
|
|
|
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|
|
|
|
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|
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|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT BENEFICIAL OWNER DETAILS
IS REQUIRED FOR THIS MEETING. IF NO-
BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR
INSTRUCTION MAY BE REJECTED. THANK-YOU.
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDER DETAILS ARE
REQUIRED TO VOTE AT THIS MEETING. IF-NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF
BEING REJECTED. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT THIS IS AN AMENDMENT TO
MEETING ID 468876 DUE TO RECEIPT OF-UPDATED
AGENDA. ALL VOTES RECEIVED ON THE PREVIOUS
MEETING WILL BE-DISREGARDED AND YOU WILL
NEED TO REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
O.1.1
|
TO
APPOINT BOARD OF DIRECTORS' WITH EFFECT
SUBJECT TO THE CLOSING OF THE SO.FI.MA S.P.A.
PURCHASE TRANSACTION ANNOUNCED TO THE
MARKET ON 28 JULY 2020: TO STATE BOARD OF
DIRECTORS' MEMBERS' NUMBER
|
Management
|
|
No
Action
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT ALTHOUGH THERE ARE 2
SLATES TO BE ELECTED AS DIRECTORS THERE-IS
ONLY 1 SLATE AVAILABLE TO BE FILLED AT THE
MEETING. THE STANDING-INSTRUCTIONS FOR THIS
MEETING WILL BE DISABLED AND, IF YOU CHOOSE
TO-INSTRUCT, YOU ARE REQUIRED TO VOTE FOR
ONLY 1 SLATE OF THE 2 SLATES OF-ELECTION OF
DIRECTORS. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
O1.21
|
PLEASE
NOTE THAT THIS RESOLUTION IS A
SHAREHOLDER PROPOSAL: TO APPOINT BOARD OF
DIRECTORS' WITH EFFECT SUBJECT TO THE
CLOSING OF THE SO.FI.MA S.P.A. PURCHASE
TRANSACTION ANNOUNCED TO THE MARKET ON 28
JULY 2020: TO APPOINT DIRECTORS. LIST
PRESENTED BY SO.FI.M.A. SOCIETA FINANZIARIA
MACCHINE AUTOMATICHE S.P.A. REPRESENTING
51.594PCT OF THE STOCK CAPITAL: ALBERTO
VACCHI, MARIA CARLA SCHIAVINA, PAOLA
ALESSANDRA PARIS, SONIA BONFIGLIOLI, LUCA
POGGI, STEFANO FERRARESI, MARCO CASTELLI,
CHRISTELLE RETIF, LUCA MAURIZIO DURANTI,
ALESSANDRA SCHIAVINA, STEFANO CATAUDELLA,
PIERRE STEMPER, PAOLO FRUGONI, MATTHEW
GEORGE EVANS AND MAURIZIA MALAGOLI
|
Shareholder
|
|
No
Action
|
|
|
|
|
|
|
O1.22
|
PLEASE
NOTE THAT THIS RESOLUTION IS A
SHAREHOLDER PROPOSAL: TO APPOINT BOARD OF
DIRECTORS' WITH EFFECT SUBJECT TO THE
CLOSING OF THE SO.FI.MA S.P.A. PURCHASE
TRANSACTION ANNOUNCED TO THE MARKET ON 28
JULY 2020: TO APPOINT DIRECTORS. LIST
PRESENTED BY STUDIO LEGALE TREVISAN
&ASSOCIATI ON BEHALF OF: AMUNDI ASSET
MANAGEMENT SGR S.P.A, ARCA FONDI SGR S.P.A;
EURIZON CAPITAL SGR S.P.A. EURIZON CAPTAL
S.A. FIDEURAM ASSET MANAGEMENT IRELAND,
FIDEURAM INVESTIMENTI SGR S.P.A. GENERALI
INVESTMENTS LUXEMBOURG S.A.; KAIROS
PARTNERS SGR S.P.A. MEDIOLANUM
INTERNATIONAL FUNDS LIMITED - CHALLENGE
FUNDS - CHALLENGE ITALIAN EQUITY;
MEDIOLANUM GESTIONE FONDI SGR S.P.A.,
PRAMERICA SGR S.P.A, REPRESENTING TOGETHER
3.81994PCT OF THE STOCK CAPITAL: CESARE
CONTI AND SILVIA ELISABETTA CANDINI
|
Shareholder
|
|
No
Action
|
|
|
|
|
|
|
O.1.3
|
TO
APPOINT BOARD OF DIRECTORS' WITH EFFECT
SUBJECT TO THE CLOSING OF THE SO.FI.MA S.P.A.
PURCHASE TRANSACTION ANNOUNCED TO THE
MARKET ON 28 JULY 2020: TO STATE THE BOARD
OF DIRECTORS' TERM OF OFFICE
|
Management
|
|
No
Action
|
|
|
|
|
|
|
O.1.4
|
TO
APPOINT BOARD OF DIRECTORS' WITH EFFECT
SUBJECT TO THE CLOSING OF THE SO.FI.MA S.P.A.
PURCHASE TRANSACTION ANNOUNCED TO THE
MARKET ON 28 JULY 2020: TO STATE BOARD OF
DIRECTORS' ANNUAL EMOLUMENT
|
Management
|
|
No
Action
|
|
|
|
|
|
|
WRIGHT
MEDICAL GROUP N V
|
|
|
|
|
Security
|
N96617118
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
WMGI
|
|
|
|
Meeting
Date
|
28-Oct-2020
|
|
|
|
ISIN
|
NL0011327523
|
|
|
|
Agenda
|
935270936
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1A.
|
Appointment
of Robert J. Palmisano for executive
director. Mark "For" to appoint Palmisano.
|
Management
|
|
For
|
|
For
|
|
|
|
|
1B.
|
Appointment
of David D. Stevens for non-executive
director. Mark "For" to appoint Stevens.
|
Management
|
|
For
|
|
For
|
|
|
|
|
1C.
|
Appointment
of Gary D. Blackford for non-executive
director. Mark "For" to appoint Blackford.
|
Management
|
|
For
|
|
For
|
|
|
|
|
1D.
|
Appointment
of J. Patrick Mackin for non-executive
director. Mark "For" to appoint Mackin.
|
Management
|
|
For
|
|
For
|
|
|
|
|
1E.
|
Appointment
of John L. Miclot for non-executive director.
Mark "For" to appoint Miclot.
|
Management
|
|
For
|
|
For
|
|
|
|
|
1F.
|
Appointment
of Kevin C. O'Boyle for non-executive
director. Mark "For" to appoint O'Boyle.
|
Management
|
|
For
|
|
For
|
|
|
|
|
1G.
|
Appointment
of Amy S. Paul for non-executive director.
Mark "For" to appoint Paul.
|
Management
|
|
For
|
|
For
|
|
|
|
|
1H.
|
Appointment
of Richard F. Wallman for non-executive
director. Mark "For" to appoint Wallman.
|
Management
|
|
For
|
|
For
|
|
|
|
|
1I.
|
Appointment
of Elizabeth H. Weatherman for non-
executive director. Mark "For" to appoint Weatherman.
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
Ratification
of the appointment of KPMG LLP as our
independent registered public accounting firm for the
fiscal year ending December 27, 2020.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
Appointment
of KPMG N.V. as the auditor for our Dutch
statutory annual accounts for the fiscal year ending
December 27, 2020.
|
Management
|
|
For
|
|
For
|
|
|
|
|
4.
|
Adoption
of our Dutch statutory annual accounts for the
fiscal year ended December 29, 2019.
|
Management
|
|
For
|
|
For
|
|
|
|
|
5.
|
Release
of each member of our board of directors from
liability with respect to the exercise of his or her duties
during the fiscal year ended December 29, 2019.
|
Management
|
|
For
|
|
For
|
|
|
|
|
6.
|
Renewal
of the authority of our board of directors to
repurchase up to 10% of our issued share capital
(including depositary receipts issued for our shares) until
April 28, 2022 on the open market, through privately
negotiated transactions or in one or more selftender
offers for a price per share (or depositary receipt) not less
than the nominal value of a share and not higher than
110% of the market price of a share (or depositary
receipt) at the time of the transaction.
|
Management
|
|
For
|
|
For
|
|
|
|
|
7.
|
Renewal
of the authority of our board of directors to issue
ordinary shares or grant rights to subscribe for ordinary
shares up to 20% of our issued and outstanding shares
at the time of the issue until October 28, 2022.
|
Management
|
|
For
|
|
For
|
|
|
|
|
8.
|
Renewal
of the authority of our board of directors to
resolve to exclude or restrict our shareholders' pre-
emptive rights under Dutch law with respect to the
ordinary shares and rights to subscribe therefor that the
board of directors may issue or grant pursuant to the
authority in agenda item 7 above until October 28, 2022.
|
Management
|
|
Against
|
|
Against
|
|
|
|
|
9.
|
Approval,
on an advisory basis, of our executive
compensation.
|
Management
|
|
For
|
|
For
|
|
|
|
|
WRIGHT
MEDICAL GROUP N V
|
|
|
|
|
Security
|
N96617118
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
WMGI
|
|
|
|
Meeting
Date
|
28-Oct-2020
|
|
|
|
ISIN
|
NL0011327523
|
|
|
|
Agenda
|
935282094
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1A.
|
Appointment
of Robert J. Palmisano for executive
director. Mark "For" to appoint Palmisano.
|
Management
|
|
For
|
|
For
|
|
|
|
|
1B.
|
Appointment
of David D. Stevens for non-executive
director. Mark "For" to appoint Stevens.
|
Management
|
|
For
|
|
For
|
|
|
|
|
1C.
|
Appointment
of Gary D. Blackford for non-executive
director. Mark "For" to appoint Blackford.
|
Management
|
|
For
|
|
For
|
|
|
|
|
1D.
|
Appointment
of J. Patrick Mackin for non-executive
director. Mark "For" to appoint Mackin.
|
Management
|
|
For
|
|
For
|
|
|
|
|
1E.
|
Appointment
of John L. Miclot for non-executive director.
Mark "For" to appoint Miclot.
|
Management
|
|
For
|
|
For
|
|
|
|
|
1F.
|
Appointment
of Kevin C. O'Boyle for non-executive
director. Mark "For" to appoint O'Boyle.
|
Management
|
|
For
|
|
For
|
|
|
|
|
1G.
|
Appointment
of Amy S. Paul for non-executive director.
Mark "For" to appoint Paul.
|
Management
|
|
For
|
|
For
|
|
|
|
|
1H.
|
Appointment
of Richard F. Wallman for non-executive
director. Mark "For" to appoint Wallman.
|
Management
|
|
For
|
|
For
|
|
|
|
|
1I.
|
Appointment
of Elizabeth H. Weatherman for non-
executive director. Mark "For" to appoint Weatherman.
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
Ratification
of the appointment of KPMG LLP as our
independent registered public accounting firm for the
fiscal year ending December 27, 2020.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
Appointment
of KPMG N.V. as the auditor for our Dutch
statutory annual accounts for the fiscal year ending
December 27, 2020.
|
Management
|
|
For
|
|
For
|
|
|
|
|
4.
|
Adoption
of our Dutch statutory annual accounts for the
fiscal year ended December 29, 2019.
|
Management
|
|
For
|
|
For
|
|
|
|
|
5.
|
Release
of each member of our board of directors from
liability with respect to the exercise of his or her duties
during the fiscal year ended December 29, 2019.
|
Management
|
|
For
|
|
For
|
|
|
|
|
6.
|
Renewal
of the authority of our board of directors to
repurchase up to 10% of our issued share capital
(including depositary receipts issued for our shares) until
April 28, 2022 on the open market, through privately
negotiated transactions or in one or more selftender
offers for a price per share (or depositary receipt) not less
than the nominal value of a share and not higher than
110% of the market price of a share (or depositary
receipt) at the time of the transaction.
|
Management
|
|
For
|
|
For
|
|
|
|
|
7.
|
Renewal
of the authority of our board of directors to issue
ordinary shares or grant rights to subscribe for ordinary
shares up to 20% of our issued and outstanding shares
at the time of the issue until October 28, 2022.
|
Management
|
|
For
|
|
For
|
|
|
|
|
8.
|
Renewal
of the authority of our board of directors to
resolve to exclude or restrict our shareholders' pre-
emptive rights under Dutch law with respect to the
ordinary shares and rights to subscribe therefor that the
board of directors may issue or grant pursuant to the
authority in agenda item 7 above until October 28, 2022.
|
Management
|
|
Against
|
|
Against
|
|
|
|
|
9.
|
Approval,
on an advisory basis, of our executive
compensation.
|
Management
|
|
For
|
|
For
|
|
|
|
|
NELES
CORPORATION
|
|
|
|
|
Security
|
X6000X108
|
|
|
|
Meeting
Type
|
ExtraOrdinary
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
29-Oct-2020
|
|
|
|
ISIN
|
FI4000440664
|
|
|
|
Agenda
|
712987594
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
MARKET
RULES REQUIRE DISCLOSURE OF
BENEFICIAL OWNER INFORMATION FOR ALL
VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE-POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED-IN ORDER FOR YOUR
VOTE TO BE LODGED
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
A
POA IS NEEDED TO APPOINT OWN
REPRESENTATIVE BUT IS NOT NEEDED IF A
FINNISH-SUB/BANK IS APPOINTED EXCEPT IF THE
SHAREHOLDER IS FINNISH THEN A POA WOULD-
STILL BE REQUIRED.
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
OPENING
OF THE MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
2
|
CALLING
THE MEETING TO ORDER
|
Non-Voting
|
|
|
|
|
|
|
|
|
3
|
ELECTION
OF PERSONS TO SCRUTINIZE THE
MINUTES AND TO SUPERVISE THE COUNTING-OF
VOTES
|
Non-Voting
|
|
|
|
|
|
|
|
|
4
|
RECORDING
THE LEGALITY OF THE MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
5
|
RECORDING
THE ATTENDANCE AT THE MEETING
AND ADOPTION OF THE LIST OF VOTES
|
Non-Voting
|
|
|
|
|
|
|
|
|
6
|
PLEASE
NOTE THAT THIS RESOLUTION IS A
SHAREHOLDER PROPOSAL: ELECTION OF A NEW
MEMBER TO THE BOARD OF DIRECTORS: THE
COMPANY'S SHAREHOLDER, VALMET
CORPORATION, REPRESENTING OVER 15% OF ALL
VOTES CONFERRED BY THE COMPANY'S SHARES,
PROPOSES TO THE EXTRAORDINARY GENERAL
MEETING THAT THE NUMBER OF THE MEMBERS OF
THE BOARD OF DIRECTORS OF NELES SHALL BE
INCREASED TO EIGHT (8) MEMBERS AND THAT FOR
A TERM OF OFFICE EXPIRING AT THE END OF THE
NEXT ANNUAL GENERAL MEETING OF THE
COMPANY, IN ADDITION TO INCUMBENT MEMBERS
OF THE BOARD OF DIRECTORS, MR. JUKKA
TIITINEN BE ELECTED AS A NEW MEMBER OF THE
BOARD OF DIRECTORS OF NELES. MR. TIITINEN
ACTS CURRENTLY AS AREA PRESIDENT, ASIA
PACIFIC OF VALMET CORPORATION. ACCORDING
TO SECTION 4 OF THE ARTICLE OF ASSOCIATION,
THE TERM OF OFFICE OF A MEMBER OF THE
BOARD OF DIRECTORS EXPIRES AT THE END OF
THE FIRST ANNUAL GENERAL MEETING
|
Shareholder
|
|
No
Action
|
|
|
|
|
|
|
|
FOLLOWING
THE ELECTION. MR. TIITINEN HAS
GIVEN HIS CONSENT TO THE APPOINTMENT.
ACCORDING TO VALMET, HE IS INDEPENDENT OF
THE COMPANY BUT NOT INDEPENDENT OF A
SIGNIFICANT SHAREHOLDER, WHICH
CORRESPONDS TO THE VIEW OF THE COMPANY'S
BOARD OF DIRECTORS. THE PROPOSED NEW
CANDIDATE IS PRESENTED ON THE COMPANY'S
WEBSITE (WWW.NELES.COM/EGM) AND IN THE
APPENDIX TO THIS NOTICE. THE CURRENT BOARD
MEMBERS ARE PRESENTED ON THE COMPANY'S
WEBSITE
|
|
|
|
|
|
|
|
|
|
|
|
7
|
CLOSING
OF THE MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
LIVONGO
HEALTH, INC.
|
|
|
|
|
Security
|
539183103
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
LVGO
|
|
|
|
Meeting
Date
|
29-Oct-2020
|
|
|
|
ISIN
|
US5391831030
|
|
|
|
Agenda
|
935274302
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
Approval
of Livongo Merger Agreement Proposal: To
adopt the Agreement and Plan of Merger, dated as of
August 5, 2020, by and among Teladoc Health, Inc.
("Teladoc"), Livongo Health, Inc. ("Livongo") and
Tempranillo Merger Sub, Inc., a wholly-owned subsidiary
of Teladoc (such agreement, the "merger agreement"
and such proposal, the "Livongo merger agreement
proposal").
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
Approval
of Livongo Compensation Proposal: To
approve, on an advisory (non-binding) basis, the
executive officer compensation that will or may be paid to
Livongo's named executive officers that is based on or
otherwise relates to the transactions contemplated by the
merger agreement (the "Livongo compensation
proposal").
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
Approval
of Livongo Adjournment Proposal: To approve
the adjournment of the Livongo stockholder meeting to
solicit additional proxies if there are not sufficient votes at
the time of the Livongo stockholder meeting to approve
the Livongo merger agreement proposal or to ensure that
any supplement or amendment to the accompanying joint
proxy statement/prospectus is timely provided to Livongo
stockholders (the "Livongo adjournment proposal").
|
Management
|
|
For
|
|
For
|
|
|
|
|
SUNRISE
COMMUNICATIONS GROUP AG
|
|
|
|
|
Security
|
H8365C107
|
|
|
|
Meeting
Type
|
ExtraOrdinary
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
09-Nov-2020
|
|
|
|
ISIN
|
CH0565630669
|
|
|
|
Agenda
|
713247648
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT BENEFICIAL OWNER DETAILS
ARE REQUIRED FOR THIS MEETING. IF-NO
BENEFICIAL OWNER DETAILS ARE PROVIDED,
YOUR INSTRUCTION MAY BE REJECTED.-THANK
YOU.
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PART
2 OF THIS MEETING IS FOR VOTING ON
AGENDA AND MEETING ATTENDANCE-REQUESTS
ONLY. PLEASE ENSURE THAT YOU HAVE FIRST
VOTED IN FAVOUR OF THE-REGISTRATION OF
SHARES IN PART 1 OF THE MEETING. IT IS A
MARKET REQUIREMENT-FOR MEETINGS OF THIS
TYPE THAT THE SHARES ARE REGISTERED AND
MOVED TO A-REGISTERED LOCATION AT THE CSD,
AND SPECIFIC POLICIES AT THE INDIVIDUAL-SUB-
CUSTODIANS MAY VARY. UPON RECEIPT OF THE
VOTE INSTRUCTION, IT IS POSSIBLE-THAT A
MARKER MAY BE PLACED ON YOUR SHARES TO
ALLOW FOR RECONCILIATION AND-RE-
REGISTRATION FOLLOWING A TRADE. THEREFORE
WHILST THIS DOES NOT PREVENT THE-TRADING
OF SHARES, ANY THAT ARE REGISTERED MUST BE
FIRST DEREGISTERED IF-REQUIRED FOR
SETTLEMENT. DEREGISTRATION CAN AFFECT THE
VOTING RIGHTS OF THOSE-SHARES. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS,
PLEASE CONTACT YOUR-CLIENT REPRESENTATIVE
|
Non-Voting
|
|
|
|
|
|
|
|
|
1.1.1
|
ELECT
MIKE FRIES AS DIRECTOR
|
Management
|
|
No
Action
|
|
|
|
|
|
|
1.1.2
|
ELECT
BAPTIEST COOPMANS AS DIRECTOR
|
Management
|
|
No
Action
|
|
|
|
|
|
|
1.1.3
|
ELECT
MIRANDA CURTIS AS DIRECTOR
|
Management
|
|
No
Action
|
|
|
|
|
|
|
1.1.4
|
ELECT
MANUEL KOHNSTAMM AS DIRECTOR
|
Management
|
|
No
Action
|
|
|
|
|
|
|
1.1.5
|
ELECT
ANDREA SALVATO AS DIRECTOR
|
Management
|
|
No
Action
|
|
|
|
|
|
|
1.1.6
|
ELECT
MARISA DREW AS DIRECTOR
|
Management
|
|
No
Action
|
|
|
|
|
|
|
1.1.7
|
ELECT
THOMAS MEYER AS DIRECTOR
|
Management
|
|
No
Action
|
|
|
|
|
|
|
1.1.8
|
ELECT
JOSEPH DEISS AS DIRECTOR
|
Management
|
|
No
Action
|
|
|
|
|
|
|
1.1.9
|
ELECT
MIKE FRIES AS BOARD CHAIRMAN
|
Management
|
|
No
Action
|
|
|
|
|
|
|
1.2.1
|
APPOINT
MIRANDA CURTIS AS MEMBER OF THE
COMPENSATION COMMITTEE
|
Management
|
|
No
Action
|
|
|
|
|
|
|
1.2.2
|
APPOINT
MANUEL KOHNSTAMM AS MEMBER OF
THE COMPENSATION COMMITTEE
|
Management
|
|
No
Action
|
|
|
|
|
|
|
1.2.3
|
APPOINT
ANDREA SALVATO AS MEMBER OF THE
COMPENSATION COMMITTEE
|
Management
|
|
No
Action
|
|
|
|
|
|
|
1.2.4
|
APPOINT
MIRANDA CURTIS AS CHAIRMAN OF THE
COMPENSATION COMMITTEE
|
Management
|
|
No
Action
|
|
|
|
|
|
|
2
|
APPROVE
DELISTING OF SHARES FROM SIX SWISS
EXCHANGE
|
Management
|
|
No
Action
|
|
|
|
|
|
|
FOX
CORPORATION
|
|
|
|
|
Security
|
35137L204
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
FOX
|
|
|
|
Meeting
Date
|
12-Nov-2020
|
|
|
|
ISIN
|
US35137L2043
|
|
|
|
Agenda
|
935276142
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1A.
|
Election
of Director: K. Rupert Murdoch AC
|
Management
|
|
For
|
|
For
|
|
|
|
|
1B.
|
Election
of Director: Lachlan K. Murdoch
|
Management
|
|
For
|
|
For
|
|
|
|
|
1C.
|
Election
of Director: Chase Carey
|
Management
|
|
For
|
|
For
|
|
|
|
|
1D.
|
Election
of Director: Anne Dias
|
Management
|
|
For
|
|
For
|
|
|
|
|
1E.
|
Election
of Director: Roland A. Hernandez
|
Management
|
|
For
|
|
For
|
|
|
|
|
1F.
|
Election
of Director: Jacques Nasser AC
|
Management
|
|
For
|
|
For
|
|
|
|
|
1G.
|
Election
of Director: Paul D. Ryan
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
Proposal
to ratify the selection of Ernst & Young LLP as
the Company's independent registered accounting firm
for the fiscal year ending June 30, 2021.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
Advisory
vote to approve named executive officer
compensation.
|
Management
|
|
For
|
|
For
|
|
|
|
|
WILLIAM
HILL PLC
|
|
|
|
|
Security
|
G9645P117
|
|
|
|
Meeting
Type
|
Court
Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
19-Nov-2020
|
|
|
|
ISIN
|
GB0031698896
|
|
|
|
Agenda
|
713281690
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1
|
APPROVE
SCHEME OF ARRANGEMENT
|
Management
|
|
Against
|
|
Against
|
|
|
|
|
CMMT
|
05
NOV 2020: PLEASE NOTE THAT ABSTAIN IS NOT
A VALID VOTE OPTION FOR THIS-MEETING TYPE.
PLEASE CHOOSE BETWEEN "FOR" AND "AGAINST"
ONLY. SHOULD YOU-CHOOSE TO VOTE ABSTAIN
FOR THIS MEETING THEN YOUR VOTE WILL BE
DISREGARDED BY-THE ISSUER OR ISSUERS
AGENT.
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
05
NOV 2020: PLEASE NOTE THAT THIS IS A
REVISION DUE TO ADDITION OF COMMENT.-IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
|
Non-Voting
|
|
|
|
|
|
|
|
|
WILLIAM
HILL PLC
|
|
|
|
|
Security
|
G9645P117
|
|
|
|
Meeting
Type
|
Ordinary
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
19-Nov-2020
|
|
|
|
ISIN
|
GB0031698896
|
|
|
|
Agenda
|
713281703
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1
|
FOR
THE PURPOSES OF THE SCHEME: A. TO
AUTHORISE THE DIRECTORS OF THE COMPANY TO
TAKE ALL SUCH ACTION AS THEY MAY CONSIDER
NECESSARY OR APPROPRIATE FOR CARRYING
THE SCHEME INTO EFFECT; AND B. TO AMEND THE
ARTICLES OF ASSOCIATION OF THE COMPANY
|
Management
|
|
Against
|
|
Against
|
|
|
|
|
INTERNATIONELLA
ENGELSKA SKOLAN I SVERIGE HOLDINGS
|
|
|
|
|
Security
|
W4659J109
|
|
|
|
Meeting
Type
|
Annual
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
24-Nov-2020
|
|
|
|
ISIN
|
SE0008585525
|
|
|
|
Agenda
|
713258285
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
AN
ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS
AN AGAINST VOTE IF THE MEETING-REQUIRES
APPROVAL FROM THE MAJORITY OF PARTICIPANTS
TO PASS A RESOLUTION
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
MARKET
RULES REQUIRE DISCLOSURE OF
BENEFICIAL OWNER INFORMATION FOR ALL
VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE-POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED-IN ORDER FOR YOUR
VOTE TO BE LODGED
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
IMPORTANT
MARKET PROCESSING REQUIREMENT:
A BENEFICIAL OWNER SIGNED POWER OF-
ATTORNEY (POA) IS REQUIRED IN ORDER TO
LODGE AND EXECUTE YOUR VOTING-
INSTRUCTIONS IN THIS MARKET. ABSENCE OF A
POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE
REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE
CONTACT YOUR CLIENT SERVICE-
REPRESENTATIVE
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDER DETAILS ARE
REQUIRED TO VOTE AT THIS MEETING. IF-NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF
BEING REJECTED. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
ELECTION
OF A CHAIRMAN AT THE MEETING:
JESPER SCHONBECK
|
Non-Voting
|
|
|
|
|
|
|
|
|
2
|
PREPARATION
AND APPROVAL OF THE VOTING
LIST
|
Non-Voting
|
|
|
|
|
|
|
|
|
3
|
APPROVAL
OF THE AGENDA
|
Non-Voting
|
|
|
|
|
|
|
|
|
4
|
ELECTION
OF ONE OR TWO PERSONS WHO SHALL
APPROVE THE MINUTES OF THE MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
5
|
DETERMINATION
OF WHETHER THE MEETING WAS
DULY CONVENED
|
Non-Voting
|
|
|
|
|
|
|
|
|
6
|
SUBMISSION
OF THE ANNUAL REPORT AND THE
AUDITORS' REPORT AND THE CONSOLIDATED-
FINANCIAL STATEMENTS AND THE AUDITORS'
REPORT FOR THE GROUP
|
Non-Voting
|
|
|
|
|
|
|
|
|
7
|
RESOLUTIONS
REGARDING THE ADOPTION OF THE
INCOME STATEMENT AND THE BALANCE SHEET
AND THE CONSOLIDATED INCOME STATEMENT
AND THE CONSOLIDATED BALANCE SHEET
|
Management
|
|
No
Action
|
|
|
|
|
|
|
8
|
RESOLUTIONS
REGARDING ALLOCATION OF THE
COMPANY'S PROFITS OR LOSSES IN ACCORDANCE
WITH THE ADOPTED BALANCE SHEET
|
Management
|
|
No
Action
|
|
|
|
|
|
|
9
|
RESOLUTIONS
REGARDING DISCHARGE OF THE
MEMBERS OF THE BOARD OF DIRECTORS AND THE
MANAGING DIRECTOR FROM LIABILITY
|
Management
|
|
No
Action
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT RESOLUTIONS 10 TO 12 ARE
PROPOSED BY NOMINATION COMMITTEE-AND
BOARD DOES NOT MAKE ANY RECOMMENDATION
ON THIS PROPOSAL. THE STANDING-
INSTRUCTIONS ARE DISABLED FOR THIS MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
10
|
DETERMINATION
OF THE NUMBER OF MEMBERS
AND DEPUTY MEMBERS OF THE BOARD OF
DIRECTORS AND THE NUMBER OF AUDITORS AND
DEPUTY AUDITORS: THE BOARD OF DIRECTORS
SHALL CONSIST OF SEVEN ORDINARY MEMBERS,
WITH NO DEPUTY MEMBERS AND THAT THE
COMPANY SHALL HAVE ONE AUDITOR, WITH NO
DEPUTY AUDITORS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
11
|
DETERMINATION
OF FEES FOR MEMBERS OF THE
BOARD OF DIRECTORS AND AUDITORS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
12
|
ELECTION
OF THE MEMBERS OF THE BOARD OF
DIRECTORS AND DEPUTY MEMBERS AND
AUDITORS AND DEPUTY AUDITORS: THE BOARD
MEMBERS BRIAN HATCH, MARIA RANKKA, LARS
STRANNEGARD, PETER WIKSTROM, CAROLA
LEMNE AND ROBERT CLARK ARE RE-ELECTED AND
SHAUN HEELAN IS ELECTED MEMBERS OF THE
BOARD OF DIRECTORS, ALL FOR THE PERIOD UP
UNTIL THE END OF THE NEXT ANNUAL GENERAL
MEETING. RE-ELECTION OF CAROLA LEMNE AS
CHAIRMAN OF THE BOARD. IT IS NOTED THAT
BIRKER B. BAHNSEN HAS DECLINED RE-ELECTION
AS BOARD MEMBER. RE-ELECTION OF THE
ACCOUNTING FIRM KPMG AB AS AUDITOR FOR THE
TIME UNTIL THE END OF THE NEXT ANNUAL
GENERAL MEETING
|
Management
|
|
No
Action
|
|
|
|
|
|
|
13
|
THE
BOARD OF DIRECTORS' PROPOSAL FOR
GUIDELINES FOR EXECUTIVE REMUNERATION
|
Management
|
|
No
Action
|
|
|
|
|
|
|
14
|
THE
BOARD OF DIRECTORS' PROPOSAL ON
AUTHORISATION FOR THE BOARD OF DIRECTORS
TO RESOLVE UPON ISSUE OF SHARES
|
Management
|
|
No
Action
|
|
|
|
|
|
|
15
|
THE
BOARD OF DIRECTORS' PROPOSAL ON
AUTHORISATION FOR THE BOARD OF DIRECTORS
TO RESOLVE TO REPURCHASE AND TRANSFER
OWN SHARES
|
Management
|
|
No
Action
|
|
|
|
|
|
|
16
|
CLOSING
OF THE MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
MOBILEIRON,
INC.
|
|
|
|
|
Security
|
60739U204
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
MOBL
|
|
|
|
Meeting
Date
|
24-Nov-2020
|
|
|
|
ISIN
|
US60739U2042
|
|
|
|
Agenda
|
935290964
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
To
consider and vote on the proposal to adopt the
Agreement and Plan of Merger (as it may be amended
from time to time), dated September 26, 2020, by and
among MobileIron, Ivanti, Inc. and Oahu Merger Sub, Inc.
(the "merger agreement").
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
To
consider and vote on the proposal to approve, on a
non- binding, advisory basis, the compensation that will
or may become payable by MobileIron to its named
executive officers in connection with the merger of Oahu
Merger Sub, Inc., a wholly owned subsidiary of Ivanti,
Inc., with and into MobileIron pursuant to the merger
agreement (the "merger").
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
To
consider and vote on any proposal to adjourn the
special meeting to a later date or time, if necessary or
appropriate, to solicit additional proxies if there are
insufficient votes to adopt the merger agreement at the
time of the special meeting.
|
Management
|
|
For
|
|
For
|
|
|
|
|
HUDSON
LTD.
|
|
|
|
|
Security
|
G46408103
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
HUD
|
|
|
|
Meeting
Date
|
30-Nov-2020
|
|
|
|
ISIN
|
BMG464081030
|
|
|
|
Agenda
|
935293706
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
To
approve and adopt the merger agreement and
statutory merger agreement between Hudson Ltd., Dufry
AG and Dufry Holdco Ltd. and the transactions
contemplated thereby, including the merger pursuant to
which Hudson Ltd. will become an indirect wholly owned
subsidiary of Dufry AG.
|
Management
|
|
For
|
|
For
|
|
|
|
|
LIBERTY
LATIN AMERICA LTD.
|
|
|
|
|
Security
|
G9001E102
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
LILA
|
|
|
|
Meeting
Date
|
03-Dec-2020
|
|
|
|
ISIN
|
BMG9001E1021
|
|
|
|
Agenda
|
935286674
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.1
|
Election
of Director: Michael T. Fries
|
Management
|
|
For
|
|
For
|
|
|
|
|
1.2
|
Election
of Director: Paul A. Gould
|
Management
|
|
For
|
|
For
|
|
|
|
|
1.3
|
Election
of Director: Alfonso de Angoitia Noriega
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
A
proposal to appoint KPMG LLP as our independent
registered public accounting firm for the fiscal year
ending December 31, 2020, and to authorize the Board,
acting by the audit committee, to determine the
independent auditors remuneration.
|
Management
|
|
For
|
|
For
|
|
|
|
|
PERCEPTRON,
INC.
|
|
|
|
|
Security
|
71361F100
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
PRCP
|
|
|
|
Meeting
Date
|
08-Dec-2020
|
|
|
|
ISIN
|
US71361F1003
|
|
|
|
Agenda
|
935296651
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
Adoption
of the Agreement and Plan of Merger, dated as
of September 27, 2020, by and among Perceptron, Inc.,
Atlas Copco North America LLC and Odyssey Acquisition
Corp. (the "Merger Agreement").
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
Approval
of the adjournment of the annual meeting, if
necessary or appropriate, including to solicit additional
proxies if there are insufficient votes at the time of the
annual meeting to approve the proposal to adopt the
Merger Agreement or in the absence of a quorum.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
A
non-binding resolution to approve the compensation
payments that will or may be paid by the Company to
certain named executive officers in connection with the
merger contemplated by the Merger Agreement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
4.
|
DIRECTOR
|
Management
|
|
|
|
|
|
|
|
|
|
1
|
John
F. Bryant
|
|
|
|
For
|
|
For
|
|
|
|
|
|
2
|
Jay
W. Freeland
|
|
|
|
For
|
|
For
|
|
|
|
|
|
3
|
Sujatha
Kumar
|
|
|
|
For
|
|
For
|
|
|
|
|
|
4
|
C.
Richard Neely, Jr.
|
|
|
|
For
|
|
For
|
|
|
|
|
|
5
|
James
A. Ratigan
|
|
|
|
For
|
|
For
|
|
|
|
|
|
6
|
William
C. Taylor
|
|
|
|
For
|
|
For
|
|
|
|
|
5.
|
A
non-binding resolution to approve the compensation of
our named executive officers.
|
Management
|
|
For
|
|
For
|
|
|
|
|
6.
|
The
ratification of the selection of BDO USA, LLP as the
Company's independent registered public accounting firm
for fiscal 2021.
|
Management
|
|
For
|
|
For
|
|
|
|
|
CONDOR
HOSPITALITY TRUST, INC.
|
|
|
|
|
Security
|
20676Y403
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
CDOR
|
|
|
|
Meeting
Date
|
15-Dec-2020
|
|
|
|
ISIN
|
US20676Y4035
|
|
|
|
Agenda
|
935301806
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
DIRECTOR
|
Management
|
|
|
|
|
|
|
|
|
|
1
|
J.
William Blackham
|
|
|
|
For
|
|
For
|
|
|
|
|
|
2
|
Thomas
Calahan
|
|
|
|
For
|
|
For
|
|
|
|
|
|
3
|
Daphne
J. Dufresne
|
|
|
|
For
|
|
For
|
|
|
|
|
|
4
|
Daniel
R. Elsztain
|
|
|
|
For
|
|
For
|
|
|
|
|
|
5
|
Matias
I. Gaivironsky
|
|
|
|
For
|
|
For
|
|
|
|
|
|
6
|
Drew
Iadanza
|
|
|
|
For
|
|
For
|
|
|
|
|
|
7
|
Donald
J. Landry
|
|
|
|
For
|
|
For
|
|
|
|
|
|
8
|
Brendan
MacDonald
|
|
|
|
For
|
|
For
|
|
|
|
|
|
9
|
Saul
Zang
|
|
|
|
For
|
|
For
|
|
|
|
|
2.
|
Ratify
the selection of KPMG LLP as the Company's
independent registered public accounting firm for 2020.
|
Management
|
|
For
|
|
For
|
|
|
|
|
GREAT
CANADIAN GAMING CORP
|
|
|
|
|
Security
|
389914102
|
|
|
|
Meeting
Type
|
Special
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
23-Dec-2020
|
|
|
|
ISIN
|
CA3899141020
|
|
|
|
Agenda
|
713426181
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDERS ARE
ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST' FOR-
ALL RESOLUTION 1, ABSTAIN IS NOT A VOTING
OPTION ON THIS MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
TO
CONSIDER, PURSUANT TO AN INTERIM ORDER
OF THE SUPREME COURT OF BRITISH COLUMBIA,
AS SAME MAY BE AMENDED, AND, IF DEEMED
ADVISABLE, TO PASS, WITH OR WITHOUT
VARIATION, A SPECIAL RESOLUTION, THE FULL
TEXT OF WHICH IS SET FORTH IN APPENDIX A TO
THE ACCOMPANYING MANAGEMENT INFORMATION
CIRCULAR, TO APPROVE A STATUTORY PLAN OF
ARRANGEMENT PURSUANT TO SECTION 288 OF
THE BUSINESS CORPORATIONS ACT (BRITISH
COLUMBIA) PURSUANT TO WHICH RAPTOR
ACQUISITION CORP., AN AFFILIATE OF FUNDS
MANAGED BY AFFILIATES OF APOLLO GLOBAL
MANAGEMENT, INC., WILL ACQUIRE ALL OF THE
OUTSTANDING COMMON SHARES OF THE
COMPANY, ALL AS MORE PARTICULARLY
DESCRIBED IN THE ACCOMPANYING MANAGEMENT
INFORMATION CIRCULAR
|
Management
|
|
For
|
|
For
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT THIS MEETING MENTIONS
DISSENTER'S RIGHTS, PLEASE REFER TO-THE
MANAGEMENT INFORMATION CIRCULAR FOR
DETAILS
|
Non-Voting
|
|
|
|
|
|
|
|
|
YASHILI
INTERNATIONAL HOLDINGS LTD
|
|
|
|
|
Security
|
G98340105
|
|
|
|
Meeting
Type
|
ExtraOrdinary
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
23-Dec-2020
|
|
|
|
ISIN
|
KYG983401053
|
|
|
|
Agenda
|
713437603
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT THE COMPANY NOTICE AND
PROXY FORM ARE AVAILABLE BY CLICKING-ON THE
URL LINKS:-
https://www1.hkexnews.hk/listedco/listconews/sehk/2020/
1204/2020120400023.pdf-AND-
https://www1.hkexnews.hk/listedco/listconews/sehk/2020/
1204/2020120400019.pdf
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDERS ARE
ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST' FOR-
RESOLUTION 1, ABSTAIN IS NOT A VOTING OPTION
ON THIS MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
(A)
TO APPROVE THE EXTENSION (AS DEFINED IN
THE CIRCULAR OF THE COMPANY DATED 4
DECEMBER 2020 (THE "CIRCULAR")) AND THE
TRANSACTIONS CONTEMPLATED THEREUNDER
(INCLUDING THE PROPOSED ANNUAL CAP FOR THE
TRANSACTIONS CONTEMPLATED THEREUNDER
FOR THE YEAR ENDING 31 DECEMBER 2021 AS
DESCRIBED IN THE CIRCULAR); (B) TO AUTHORISE
ANY ONE DIRECTOR OF THE COMPANY OR ANY
TWO DIRECTORS OF THE COMPANY, IF THE
AFFIXATION OF THE COMMON SEAL IS
NECESSARY, TO FOR AND ON BEHALF OF THE
COMPANY TO DO ALL SUCH THINGS AND EXERCISE
ALL POWERS WHICH HE/THEY CONSIDER(S)
NECESSARY, DESIRABLE OR EXPEDIENT IN
CONNECTION WITH THE EXTENSION, AND
OTHERWISE IN CONNECTION WITH THE
IMPLEMENTATION OF THE TRANSACTIONS
CONTEMPLATED THEREUNDER, INCLUDING,
WITHOUT LIMITATION, THE EXECUTION,
AMENDMENT, SUPPLEMENT, DELIVERY, WAIVER,
SUBMISSION AND IMPLEMENTATION OF ANY
FURTHER AGREEMENTS, DEEDS OR OTHER
DOCUMENTS
|
Management
|
|
For
|
|
For
|
|
|
|
|
MVC
CAPITAL, INC.
|
|
|
|
|
Security
|
553829102
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
MVC
|
|
|
|
Meeting
Date
|
23-Dec-2020
|
|
|
|
ISIN
|
US5538291023
|
|
|
|
Agenda
|
935310627
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
Adoption
of the Agreement and Plan of Merger, dated as
of August 10, 2020 (the "Merger Agreement"), by and
among Barings BDC, Inc., a Maryland corporation,
Mustang Acquisition Sub, Inc., a Delaware corporation
and a direct wholly-owned subsidiary of Barings BDC,
Inc., MVC Capital, Inc. and Barings LLC, a Delaware
limited liability company and the external investment
adviser to Barings BDC, Inc., the Merger and the other
transactions contemplated by the Merger Agreement
(such proposal, the "Merger Proposal").
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
Approval
of the adjournment of the MVC Special Meeting,
if necessary or appropriate, to solicit additional proxies, in
the event that there are insufficient votes at the time of
the MVC Special Meeting to approve the Merger
Proposal.
|
Management
|
|
For
|
|
For
|
|
|
|
|
HALDEX
AB
|
|
|
|
|
Security
|
W3924P122
|
|
|
|
Meeting
Type
|
ExtraOrdinary
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
29-Dec-2020
|
|
|
|
ISIN
|
SE0000105199
|
|
|
|
Agenda
|
713436358
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
AN
ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS
AN AGAINST VOTE IF THE MEETING-REQUIRES
APPROVAL FROM THE MAJORITY OF PARTICIPANTS
TO PASS A RESOLUTION
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
MARKET
RULES REQUIRE DISCLOSURE OF
BENEFICIAL OWNER INFORMATION FOR ALL
VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE-POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED-IN ORDER FOR YOUR
VOTE TO BE LODGED
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
IMPORTANT
MARKET PROCESSING REQUIREMENT:
A BENEFICIAL OWNER SIGNED POWER OF-
ATTORNEY (POA) IS REQUIRED IN ORDER TO
LODGE AND EXECUTE YOUR VOTING-
INSTRUCTIONS IN THIS MARKET. ABSENCE OF A
POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE
REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE
CONTACT YOUR CLIENT SERVICE-
REPRESENTATIVE
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDER DETAILS ARE
REQUIRED TO VOTE AT THIS MEETING. IF-NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF
BEING REJECTED. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
OPENING
OF THE EXTRAORDINARY GENERAL
MEETING AND ELECTION OF CHAIRMAN OF THE-
MEETING: THE BOARD OF DIRECTORS PROPOSES
THAT THE CHAIRMAN OF THE BOARD,-STEFAN
CHARETTE, IS ELECTED CHAIRMAN OF THIS
EXTRAORDINARY GENERAL MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
2
|
DRAWING
UP AND APPROVAL OF THE VOTING LIST
|
Non-Voting
|
|
|
|
|
|
|
|
|
3
|
ELECTION
OF TWO PERSONS TO ATTEST THE
MINUTES: THE BOARD OF DIRECTORS-PROPOSES
THAT TWO PERSONS ARE APPOINTED TO ATTEST
THE MINUTES AND THAT-PATRICIA HEDELIUS,
REPRESENTING AMF PENSIONSFORSAKRING AB
AND ANDERS-ALGOTSSON, REPRESENTING AFA
SJUKFORSAKRINGS AB ARE APPOINTED
|
Non-Voting
|
|
|
|
|
|
|
|
|
4
|
DETERMINATION
OF WHETHER THE
EXTRAORDINARY GENERAL MEETING HAS BEEN
PROPERLY-CONVENED
|
Non-Voting
|
|
|
|
|
|
|
|
|
5
|
APPROVAL
OF THE AGENDA
|
Non-Voting
|
|
|
|
|
|
|
|
|
6
|
ELECTION
OF TWO ADDITIONAL BOARD MEMBERS:
AFA SJUKFORSAKRINGS AB, AMF
PENSIONSFORSAKRING AB, ATHANASE
INDUSTRIAL PARTNER AND FJARDE APFONDEN
HAVE ANNOUNCED TO THE COMPANY'S BOARD OF
DIRECTORS THEIR JOINT PROPOSAL TO APPOINT
TWO MORE MEMBERS TO THE COMPANY'S BOARD.
PROPOSED AS ADDITIONAL MEMBERS ARE DETLEF
BORGHARDT AND DZEKI MACKINOVSKI. THE
BOARD CURRENTLY CONSISTS OF FIVE MEMBERS
ELECTED BY THE ANNUAL GENERAL MEETING, AND
WILL IF THE PROPOSAL IS ACCEPTED, CONSIST OF
A TOTAL OF SEVEN ELECTED BOARD MEMBERS;
STEFAN CHARETTE (CHAIRMAN), HELENE SVAHN
(MEMBER AND CEO), VIVEKA EKBERG, HAKAN
KARLSSON, CATHARINA MODAHL NILSSON, DETLEF
BORGHARDT AND DZEKI MACKINOVSKI
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7
|
CLOSING
OF THE EXTRAORDINARY GENERAL
MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
04
DEC 2020: PLEASE NOTE THAT IF YOU HOLD
CREST DEPOSITORY INTERESTS (CDIS)-AND
PARTICIPATE AT THIS MEETING, YOU (OR YOUR
CREST SPONSORED-MEMBER/CUSTODIAN) WILL BE
REQUIRED TO INSTRUCT A TRANSFER OF THE
RELEVANT-CDIS TO THE ESCROW ACCOUNT
SPECIFIED IN THE ASSOCIATED CORPORATE
EVENT IN THE-CREST SYSTEM. THIS TRANSFER
WILL NEED TO BE COMPLETED BY THE SPECIFIED
CREST-SYSTEM DEADLINE. ONCE THIS TRANSFER
HAS SETTLED, THE CDIS WILL BE BLOCKED IN-THE
CREST SYSTEM. THE CDIS WILL BE RELEASED
FROM ESCROW AS SOON AS-PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE-SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE-
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS-
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION-AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE-
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST-
SPONSORED MEMBER/CUSTODIAN DIRECTLY FOR
FURTHER INFORMATION ON THE CUSTODY-
PROCESS AND WHETHER OR NOT THEY REQUIRE
SEPARATE INSTRUCTIONS FROM YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
DELETION
OF COMMENT
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
07
DEC 2020: INTERMEDIARY CLIENTS ONLY -
PLEASE NOTE THAT IF YOU ARE-CLASSIFIED AS AN
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE-II, YOU SHOULD BE PROVIDING
THE UNDERLYING SHAREHOLDER INFORMATION
AT THE-VOTE INSTRUCTION LEVEL. IF YOU ARE
UNSURE ON HOW TO PROVIDE THIS LEVEL OF-
DATA TO BROADRIDGE OUTSIDE OF PROXYEDGE,
PLEASE SPEAK TO YOUR DEDICATED-CLIENT
SERVICE REPRESENTATIVE FOR ASSISTANCE.
THANK YOU.
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
07
DEC 2020: PLEASE NOTE THAT THIS IS A
REVISION DUE TO ADDITION OF COMMENT.-IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
|
Non-Voting
|
|
|
|
|
|
|
|
|
FLUTTER
ENTERTAINMENT PLC
|
|
|
|
|
Security
|
G3643J108
|
|
|
|
Meeting
Type
|
ExtraOrdinary
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
29-Dec-2020
|
|
|
|
ISIN
|
IE00BWT6H894
|
|
|
|
Agenda
|
713448719
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDER DETAILS ARE
REQUIRED TO VOTE AT THIS MEETING. IF-NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF
BEING REJECTED. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
TO
APPROVE THE ACQUISITION BY THE
COMPANY'S SUBSIDIARY, TSE HOLDINGS LIMITED,
OF ALL THE UNITS HELD BY FASTBALL HOLDINGS
LLC IN FANDUEL GROUP PARENT LLC
|
Management
|
|
No
Action
|
|
|
|
|
|
|
CMMT
|
INTERMEDIARY
CLIENTS ONLY - PLEASE NOTE
THAT IF YOU ARE CLASSIFIED AS AN-
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE-PROVIDING
THE UNDERLYING SHAREHOLDER INFORMATION
AT THE VOTE INSTRUCTION-LEVEL. IF YOU ARE
UNSURE ON HOW TO PROVIDE THIS LEVEL OF
DATA TO BROADRIDGE-OUTSIDE OF PROXYEDGE,
PLEASE SPEAK TO YOUR DEDICATED CLIENT
SERVICE-REPRESENTATIVE FOR ASSISTANCE.
THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
16
DEC 2020: PLEASE NOTE THAT AS THE RECORD
DATE FALLS ON 27 DEC 2020 IT IS-WEEKEND DATE
AND 25 DEC 2020, WHICH IS A GLOBAL HOLIDAY
AND THE MAINFRAMES,-DOES NOT ACCEPT THE
SAME, THE RECORD DATE HAS BEEN CHANGED TO
24 DEC 2020.-THANK YOU.
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
16
DEC 2020: PLEASE NOTE THAT THIS IS A
REVISION DUE TO ADDITION OF COMMENT.-IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
FRONT
YARD RESIDENTIAL CORPORATION
|
|
|
|
|
Security
|
35904G107
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
RESI
|
|
|
|
Meeting
Date
|
06-Jan-2021
|
|
|
|
ISIN
|
US35904G1076
|
|
|
|
Agenda
|
935317013
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
To
approve the merger of the Company with and into
Midway AcquisitionCo REIT, a Maryland real estate
investment trust (which we refer to as "Merger Sub" and
to such merger as the "Merger") pursuant to the
Agreement and Plan of Merger, dated as of October 19,
2020 (which we refer to as the "Original Agreement"), as
amended by the First Amendment to Agreement and
Plan of Merger, dated as of November 20, 2020 (which,
together with the Original Agreement, as may be further
amended from time to time, we refer to as the "Merger
Agreement").
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
To
approve, by a non-binding advisory vote, the
compensation that may be paid or become payable to the
Company's named executive officers that is based on or
otherwise relates to the Merger contemplated by the
Merger Agreement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
To
adjourn the special meeting to a later date or time if
necessary or appropriate, including to solicit additional
proxies in favor of the proposal to approve the Merger if
there are insufficient votes at the time of the special
meeting to approve the Merger.
|
Management
|
|
For
|
|
For
|
|
|
|
|
ENDURANCE
INTERNATIONAL GROUP HOLDINGS
|
|
|
|
|
Security
|
29272B105
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
EIGI
|
|
|
|
Meeting
Date
|
14-Jan-2021
|
|
|
|
ISIN
|
US29272B1052
|
|
|
|
Agenda
|
935317986
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
To
adopt the Agreement and Plan of Merger, dated as of
November 1, 2020, as it may be amended from time to
time in accordance with its terms (the "merger
agreement"), by and among Endurance International
Group Holdings, Inc., Razorback Technology
Intermediate Holdings, Inc. and Razorback Technology,
Inc.
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
To
approve, on a nonbinding advisory basis, the "golden
parachute" compensation that will or may become
payable to Endurance International Group Holdings,
Inc.'s named executive officers in connection with the
merger of Endure Digital, Inc. (formerly known as
Razorback Technology, Inc.), a wholly owned subsidiary
of Endure Digital Intermediate Holdings, Inc. (formerly
known as Razorback Technology Intermediate Holdings,
Inc.), with and into Endurance International Group
Holdings, Inc., pursuant to the merger agreement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
To
approve one or more adjournments of the special
meeting to a later date or dates, if necessary or
appropriate, to solicit additional proxies if there are
insufficient votes at the time of the special meeting to
adopt the merger agreement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
AMERICAN
RENAL ASSOCIATES HOLDINGS, INC.
|
|
|
|
|
Security
|
029227105
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
ARA
|
|
|
|
Meeting
Date
|
14-Jan-2021
|
|
|
|
ISIN
|
US0292271055
|
|
|
|
Agenda
|
935318281
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
To
consider and vote on a proposal to adopt the Merger
Agreement dated October 1, 2020 (as it may be
amended from time to time), by and among American
Renal Associates Holdings, Inc. (the "Company"), IRC
Superman Midco, LLC ("IRC") (an affiliate of Nautic
Partners, LLC) and Superman Merger Sub, Inc., a wholly
owned subsidiary of IRC ("Merger Sub"), and approve the
transactions contemplated thereby, including the merger
of Merger Sub with and into the Company, with the
Company surviving as a wholly owned subsidiary of IRC
(the "Merger Proposal").
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
To
consider and vote on a proposal to approve the
continuation, postponement or adjournment of the
Special Meeting to a later date or dates, if necessary or
appropriate, including to solicit additional proxies if there
are insufficient votes to approve the Merger Proposal at
the time of the Special Meeting.
|
Management
|
|
For
|
|
For
|
|
|
|
|
FLUTTER
ENTERTAINMENT PLC
|
|
|
|
|
Security
|
G3643J108
|
|
|
|
Meeting
Type
|
ExtraOrdinary
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
19-Jan-2021
|
|
|
|
ISIN
|
IE00BWT6H894
|
|
|
|
Agenda
|
713459611
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDER DETAILS ARE
REQUIRED TO VOTE AT THIS MEETING. IF-NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF
BEING REJECTED. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
SPECIAL
RESOLUTION (WITHIN THE MEANING OF
THE MIGRATION OF PARTICIPATING SECURITIES
ACT 2019) TO APPROVE THE MIGRATION OF THE
MIGRATING SHARES TO EUROCLEAR BANK'S
CENTRAL SECURITIES DEPOSITORY
|
Management
|
|
No
Action
|
|
|
|
|
|
|
2
|
SPECIAL
RESOLUTION TO AMEND THE ARTICLES
OF ASSOCIATION IN THE MANNER SET OUT IN THE
EXHIBIT TO THE NOTICE OF EXTRAORDINARY
GENERAL MEETING
|
Management
|
|
No
Action
|
|
|
|
|
|
|
3.A
|
SPECIAL
RESOLUTION TO APPROVE AND ADOPT
ARTICLES OF ASSOCIATION IN CONNECTION WITH
MIGRATION: SUBJECT TO AND CONDITIONAL UPON
THE ADOPTION OF RESOLUTION 1 AND 2, SPECIAL
RESOLUTION TO APPROVE AND ADOPT THE
ARTICLES OF ASSOCIATION MARKED "EXHIBIT
R3(A)"
|
Management
|
|
No
Action
|
|
|
|
|
|
|
3.B
|
SPECIAL
RESOLUTION TO APPROVE AND ADOPT
ARTICLES OF ASSOCIATION IN CONNECTION WITH
MIGRATION: SUBJECT TO AND CONDITIONAL UPON
THE ADOPTION OF RESOLUTION 1 AND
RESOLUTION 2 NOT BEING VALIDLY ADOPTED,
SPECIAL RESOLUTION TO APPROVE AND ADOPT
THE ARTICLES OF ASSOCIATION MARKED "EXHIBIT
R3(B)"
|
Management
|
|
No
Action
|
|
|
|
|
|
|
4
|
SUBJECT
TO THE ADOPTION OF RESOLUTION 1,
SPECIAL RESOLUTION TO AUTHORISE THE
COMPANY TO TAKE ANY AND ALL ACTIONS WHICH
THE DIRECTORS CONSIDER NECESSARY OR
DESIRABLE TO IMPLEMENT THE MIGRATION AND
TO APPOINT ANY PERSONS AS ATTORNEY OR
AGENT FOR THE HOLDERS OF THE MIGRATING
SHARES
|
Management
|
|
No
Action
|
|
|
|
|
|
|
CMMT
|
22
DEC 2020: INTERMEDIARY CLIENTS ONLY -
PLEASE NOTE THAT IF YOU ARE-CLASSIFIED AS AN
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE-II, YOU SHOULD BE PROVIDING
THE UNDERLYING SHAREHOLDER INFORMATION
AT THE-VOTE INSTRUCTION LEVEL. IF YOU ARE
UNSURE ON HOW TO PROVIDE THIS LEVEL OF-
DATA TO BROADRIDGE OUTSIDE OF PROXYEDGE,
PLEASE SPEAK TO YOUR DEDICATED-CLIENT
SERVICE REPRESENTATIVE FOR ASSISTANCE.
THANK YOU.
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
22
DEC 2020: PLEASE NOTE THAT THIS IS A
REVISION DUE TO ADDITION OF COMMENT.-IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
|
Non-Voting
|
|
|
|
|
|
|
|
|
NORBORD
INC
|
|
|
|
|
Security
|
65548P403
|
|
|
|
Meeting
Type
|
Special
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
19-Jan-2021
|
|
|
|
ISIN
|
CA65548P4033
|
|
|
|
Agenda
|
713485729
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDERS ARE
ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST' FOR-
RESOLUTION 1 ABSTAIN IS NOT A VOTING OPTION
ON THIS MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
TO
APPROVE THE ARRANGEMENT INVOLVING THE
COMPANY UNDER SECTION 192 OF THE CANADA
BUSINESS CORPORATIONS ACT PURSUANT TO
WHICH WEST FRASER TIMBER CO. LTD. WILL,
AMONG OTHER THINGS, ACQUIRE ALL OF THE
ISSUED AND OUTSTANDING COMMON SHARES OF
THE COMPANY, ALL AS MORE PARTICULARLY
DESCRIBED IN THE NORBORD CIRCULAR
|
Management
|
|
For
|
|
For
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT THIS MEETING MENTIONS
DISSENTER'S RIGHTS, PLEASE REFER TO-THE
MANAGEMENT INFORMATION CIRCULAR FOR
DETAILS
|
Non-Voting
|
|
|
|
|
|
|
|
|
STANDARD
AVB FINANCIAL CORP.
|
|
|
|
|
Security
|
85303B100
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
STND
|
|
|
|
Meeting
Date
|
19-Jan-2021
|
|
|
|
ISIN
|
US85303B1008
|
|
|
|
Agenda
|
935316439
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
Consider
and vote upon a proposal to approve the
Agreement and Plan of Merger, dated as of September
24, 2020, by and among Dollar Mutual Bancorp,
Standard AVB Financial Corp. and Dollar Acquisition
Sub, Inc.
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
Consider
and vote upon a non-binding, advisory proposal
to approve the compensation to be paid to the named
executive officers of Standard AVB Financial Corp. if the
merger contemplated by the merger agreement is
consummated.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
Consider
and vote upon a proposal to adjourn the special
meeting to a later date or dates, if necessary, to permit
further solicitation of proxies if there are not sufficient
votes at the time of the special meeting to approve the
merger agreement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
EIDOS
THERAPEUTICS, INC.
|
|
|
|
|
Security
|
28249H104
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
EIDX
|
|
|
|
Meeting
Date
|
19-Jan-2021
|
|
|
|
ISIN
|
US28249H1041
|
|
|
|
Agenda
|
935317936
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
A
proposal to adopt the Agreement and Plan of Merger,
dated as of October 5, 2020, by and among Eidos
Therapeutics,Inc. ("Eidos"),BridgeBio Pharma, Inc.,
Globe Merger Sub I,Inc. and Globe Merger Sub II,Inc., a
copy of which is attached as Annex A to the
accompanying joint proxy statement/prospectus,and
approve the mergers and other transactions
contemplated thereby (the "Eidos merger proposal").
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
A
proposal to approve, on a non-binding,advisory basis,
the compensation that may become payable to the
named executive officers of Eidos in connection with the
consummation of the mergers (the "Eidos advisory
compensation proposal").
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
A
proposal to approve the adjournment of the Eidos
special meeting to another date and place, if necessary
or appropriate, to solicit additional votes in favor of the
Eidos merger proposal (the "Eidos adjournment
proposal").
|
Management
|
|
For
|
|
For
|
|
|
|
|
TELE
COLUMBUS AG
|
|
|
|
|
Security
|
D8295F109
|
|
|
|
Meeting
Type
|
ExtraOrdinary
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
20-Jan-2021
|
|
|
|
ISIN
|
DE000TCAG172
|
|
|
|
Agenda
|
713464395
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDER DETAILS ARE
REQUIRED TO VOTE AT THIS MEETING. IF-NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF
BEING REJECTED. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
FROM
10TH FEBRUARY, BROADRIDGE WILL CODE
ALL AGENDAS FOR GERMAN MEETINGS IN-ENGLISH
ONLY. IF YOU WISH TO SEE THE AGENDA IN
GERMAN, THIS WILL BE MADE-AVAILABLE AS A LINK
UNDER THE 'MATERIAL URL' DROPDOWN AT THE
TOP OF THE-BALLOT. THE GERMAN AGENDAS FOR
ANY EXISTING OR PAST MEETINGS WILL REMAIN
IN-PLACE. FOR FURTHER INFORMATION, PLEASE
CONTACT YOUR CLIENT SERVICE-
REPRESENTATIVE
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT FOLLOWING THE AMENDMENT
TO PARAGRAPH 21 OF THE SECURITIES-TRADE
ACT ON 9TH JULY 2015 AND THE OVER-RULING OF
THE DISTRICT COURT IN-COLOGNE JUDGMENT
FROM 6TH JUNE 2012 THE VOTING PROCESS HAS
NOW CHANGED WITH-REGARD TO THE GERMAN
REGISTERED SHARES. AS A RESULT, IT IS NOW
THE-RESPONSIBILITY OF THE END-INVESTOR (I.E.
FINAL BENEFICIARY) AND NOT THE-INTERMEDIARY
TO DISCLOSE RESPECTIVE FINAL BENEFICIARY
VOTING RIGHTS THEREFORE-THE CUSTODIAN
BANK / AGENT IN THE MARKET WILL BE SENDING
THE VOTING DIRECTLY-TO MARKET AND IT IS THE
END INVESTORS RESPONSIBILITY TO ENSURE THE-
REGISTRATION ELEMENT IS COMPLETE WITH THE
ISSUER DIRECTLY, SHOULD THEY HOLD-MORE
THAN 3 % OF THE TOTAL SHARE CAPITAL
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
THE
VOTE/REGISTRATION DEADLINE AS
DISPLAYED ON PROXYEDGE IS SUBJECT TO
CHANGE-AND WILL BE UPDATED AS SOON AS
BROADRIDGE RECEIVES CONFIRMATION FROM
THE SUB-CUSTODIANS REGARDING THEIR
INSTRUCTION DEADLINE. FOR ANY QUERIES
PLEASE-CONTACT YOUR CLIENT SERVICES
REPRESENTATIVE
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
ACCORDING
TO GERMAN LAW, IN CASE OF
SPECIFIC CONFLICTS OF INTEREST IN-
CONNECTION WITH SPECIFIC ITEMS OF THE
AGENDA FOR THE GENERAL MEETING YOU ARE-
NOT ENTITLED TO EXERCISE YOUR VOTING
RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT-BE
|
Non-Voting
|
|
|
|
|
|
|
|
|
|
EXCLUDED
WHEN YOUR SHARE IN VOTING RIGHTS
HAS REACHED CERTAIN THRESHOLDS-AND YOU
HAVE NOT COMPLIED WITH ANY OF YOUR
MANDATORY VOTING RIGHTS-NOTIFICATIONS
PURSUANT TO THE GERMAN SECURITIES TRADING
ACT (WPHG). FOR-QUESTIONS IN THIS REGARD
PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE-FOR CLARIFICATION. IF YOU DO
NOT HAVE ANY INDICATION REGARDING SUCH
CONFLICT-OF INTEREST, OR ANOTHER EXCLUSION
FROM VOTING, PLEASE SUBMIT YOUR VOTE AS-
USUAL
|
|
|
|
|
|
|
|
|
|
|
|
CMMT
|
FURTHER
INFORMATION ON COUNTER PROPOSALS
CAN BE FOUND DIRECTLY ON THE-ISSUER'S
WEBSITE (PLEASE REFER TO THE MATERIAL URL
SECTION OF THE-APPLICATION). IF YOU WISH TO
ACT ON THESE ITEMS, YOU WILL NEED TO
REQUEST A-MEETING ATTEND AND VOTE YOUR
SHARES DIRECTLY AT THE COMPANY'S MEETING.-
COUNTER PROPOSALS CANNOT BE REFLECTED IN
THE BALLOT ON PROXYEDGE
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
APPROVE
EUR 191.3 MILLION INCREASE IN SHARE
CAPITAL FOR PRIVATE PLACEMENT
|
Management
|
|
No
Action
|
|
|
|
|
|
|
2
|
APPROVE
CREATION OF EUR 63.7 MILLION POOL
OF CAPITAL WITH PARTIAL EXCLUSION OF
PREEMPTIVE RIGHTS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
CMMT
|
12
JAN 2021: INTERMEDIARY CLIENTS ONLY -
PLEASE NOTE THAT IF YOU ARE-CLASSIFIED AS AN
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE-II, YOU SHOULD BE PROVIDING
THE UNDERLYING SHAREHOLDER INFORMATION
AT THE-VOTE INSTRUCTION LEVEL. IF YOU ARE
UNSURE ON HOW TO PROVIDE THIS LEVEL OF-
DATA TO BROADRIDGE OUTSIDE OF PROXYEDGE,
PLEASE SPEAK TO YOUR DEDICATED-CLIENT
SERVICE REPRESENTATIVE FOR ASSISTANCE.
THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
12
JAN 2021: PLEASE NOTE THAT THIS IS A
REVISION DUE TO ADDITION OF COMMENT.-IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
|
Non-Voting
|
|
|
|
|
|
|
|
|
TERANGA
GOLD CORP
|
|
|
|
|
Security
|
880797204
|
|
|
|
Meeting
Type
|
Special
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
21-Jan-2021
|
|
|
|
ISIN
|
CA8807972044
|
|
|
|
Agenda
|
713463759
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDERS ARE
ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST' FOR-
RESOLUTION 1, ABSTAIN IS NOT A VOTING OPTION
ON THIS MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
TO
CONSIDER AND, IF DEEMED ADVISABLE, TO
PASS, WITH OR WITHOUT VARIATION, A SPECIAL
RESOLUTION, THE FULL TEXT OF WHICH IS
ATTACHED AS APPENDIX B TO THE JOINT
MANAGEMENT INFORMATION CIRCULAR (THE
"CIRCULAR") OF TERANGA GOLD CORPORATION
("TERANGA") AND ENDEAVOUR MINING
CORPORATION ("ENDEAVOUR"), TO APPROVE A
PLAN OF ARRANGEMENT UNDER SECTION 192 OF
THE CANADA BUSINESS CORPORATIONS ACT,
INVOLVING, AMONG OTHERS, TERANGA AND
ENDEAVOUR, ALL AS MORE PARTICULARLY SET
FORTH IN THE CIRCULAR
|
Management
|
|
For
|
|
For
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT THIS MEETING MENTIONS
DISSENTER'S RIGHTS, PLEASE REFER TO-THE
MANAGEMENT INFORMATION CIRCULAR FOR
DETAILS
|
Non-Voting
|
|
|
|
|
|
|
|
|
EWORK
GROUP AB
|
|
|
|
|
Security
|
W3287L106
|
|
|
|
Meeting
Type
|
ExtraOrdinary
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
27-Jan-2021
|
|
|
|
ISIN
|
SE0002402701
|
|
|
|
Agenda
|
713464422
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
AN
ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS
AN AGAINST VOTE IF THE MEETING-REQUIRES
APPROVAL FROM THE MAJORITY OF PARTICIPANTS
TO PASS A RESOLUTION
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
MARKET
RULES REQUIRE DISCLOSURE OF
BENEFICIAL OWNER INFORMATION FOR ALL
VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE-POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED-IN ORDER FOR YOUR
VOTE TO BE LODGED
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
IMPORTANT
MARKET PROCESSING REQUIREMENT:
A BENEFICIAL OWNER SIGNED POWER OF-
ATTORNEY (POA) IS REQUIRED IN ORDER TO
LODGE AND EXECUTE YOUR VOTING-
INSTRUCTIONS IN THIS MARKET. ABSENCE OF A
POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE
REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE
CONTACT YOUR CLIENT SERVICE-
REPRESENTATIVE
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDER DETAILS ARE
REQUIRED TO VOTE AT THIS MEETING. IF-NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF
BEING REJECTED. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
OPENING
OF THE MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
2
|
ELECTION
OF CHAIRMAN AT THE MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
3
|
ESTABLISHMENT
AND APPROVAL OF THE BALLOT
PAPER
|
Non-Voting
|
|
|
|
|
|
|
|
|
4
|
SELECTION
OF ONE OR TWO ADJUSTERS
|
Non-Voting
|
|
|
|
|
|
|
|
|
5
|
EXAMINATION
OF WHETHER THE MEETING HAS
BEEN DULY CONVENED
|
Non-Voting
|
|
|
|
|
|
|
|
|
6
|
APPROVAL
OF AGENDA
|
Non-Voting
|
|
|
|
|
|
|
|
|
7
|
DECISION
ON PROFIT DISTRIBUTION
|
Management
|
|
No
Action
|
|
|
|
|
|
|
8
|
ELECTION
OF A BOARD MEMBER
|
Management
|
|
No
Action
|
|
|
|
|
|
|
9
|
CLOSING
OF THE MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
28
DEC 2020: INTERMEDIARY CLIENTS ONLY -
PLEASE NOTE THAT IF YOU ARE-CLASSIFIED AS AN
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE-II, YOU SHOULD BE PROVIDING
THE UNDERLYING SHAREHOLDER INFORMATION
AT THE-VOTE INSTRUCTION LEVEL. IF YOU ARE
UNSURE ON HOW TO PROVIDE THIS LEVEL OF-
DATA TO BROADRIDGE OUTSIDE OF PROXYEDGE,
PLEASE SPEAK TO YOUR DEDICATED-CLIENT
SERVICE REPRESENTATIVE FOR ASSISTANCE.
THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
28
DEC 2020: PLEASE NOTE THAT THIS IS A
REVISION DUE TO ADDITION OF COMMENT.-IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
SOGOU
INC.
|
|
|
|
|
Security
|
83409V104
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
SOGO
|
|
|
|
Meeting
Date
|
27-Jan-2021
|
|
|
|
ISIN
|
US83409V1044
|
|
|
|
Agenda
|
935324018
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
I.1
|
Election
of Director: Charles Zhang
|
Management
|
|
For
|
|
For
|
|
|
|
|
I.2
|
Election
of Director: Xiaochuan Wang
|
Management
|
|
For
|
|
For
|
|
|
|
|
I.3
|
Election
of Director: Yu Yin
|
Management
|
|
For
|
|
For
|
|
|
|
|
I.4
|
Election
of Director: Joanna Lu
|
Management
|
|
For
|
|
For
|
|
|
|
|
I.5
|
Election
of Director: Bin Gao
|
Management
|
|
For
|
|
For
|
|
|
|
|
I.6
|
Election
of Director: Janice Lee
|
Management
|
|
For
|
|
For
|
|
|
|
|
I.7
|
Election
of Director: Jinmei He
|
Management
|
|
For
|
|
For
|
|
|
|
|
II.
|
To
ratify the appointment of PricewaterhouseCoopers
Zhong Tian LLP as the Company's independent auditors
for the fiscal year ending December 31, 2020.
|
Management
|
|
For
|
|
For
|
|
|
|
|
IMIMOBILE
PLC
|
|
|
|
|
Security
|
G4968X102
|
|
|
|
Meeting
Type
|
Ordinary
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
04-Feb-2021
|
|
|
|
ISIN
|
GB00BLBP4Y22
|
|
|
|
Agenda
|
713532960
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1
|
FOR
THE PURPOSES OF THE SCHEME: A. TO
AUTHORISE THE DIRECTORS OF THE COMPANY
(OR A DULY AUTHORISED COMMITTEE OF THE
DIRECTORS) TO TAKE ALL SUCH ACTION AS THEY
CONSIDER NECESSARY OR APPROPRIATE FOR
CARRYING THE SCHEME INTO EFFECT; AND B. TO
AMEND THE ARTICLES OF ASSOCIATION OF THE
COMPANY
|
Management
|
|
For
|
|
For
|
|
|
|
|
IMIMOBILE
PLC
|
|
|
|
|
Security
|
G4968X102
|
|
|
|
Meeting
Type
|
Court
Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
04-Feb-2021
|
|
|
|
ISIN
|
GB00BLBP4Y22
|
|
|
|
Agenda
|
713532972
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1
|
APPROVAL
OF SCHEME OF ARRANGEMENT
|
Management
|
|
For
|
|
For
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT ABSTAIN IS NOT A VALID VOTE
OPTION FOR THIS MEETING TYPE.-PLEASE
CHOOSE BETWEEN "FOR" AND "AGAINST" ONLY.
SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS
MEETING THEN YOUR VOTE WILL BE
DISREGARDED BY THE ISSUER OR-ISSUERS AGENT
|
Non-Voting
|
|
|
|
|
|
|
|
|
CALISEN
PLC
|
|
|
|
|
Security
|
G1769C105
|
|
|
|
Meeting
Type
|
Ordinary
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
11-Feb-2021
|
|
|
|
ISIN
|
GB00BKX9C181
|
|
|
|
Agenda
|
713542389
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1
|
FOR
THE PURPOSE OF THE SCHEME, AS SET OUT
IN THE NOTICE OF GENERAL MEETING, (I) THE
DIRECTORS OF THE COMPANY (OR A COMMITTEE)
BE AUTHORISED TO TAKE ALL SUCH ACTION AS
THEY MAY CONSIDER NECESSARY OR
APPROPRIATE FOR CARRYING THE SCHEME INTO
EFFECT; AND (II) THE ARTICLES OF ASSOCIATION
OF THE COMPANY BE AMENDED BY THE INCLUSION
OF THE NEW ARTICLE 123 SET OUT IN THE NOTICE
OF GENERAL MEETING
|
Management
|
|
For
|
|
For
|
|
|
|
|
CMMT
|
21
JAN 2021: PLEASE NOTE THAT THE MEETING
TYPE CHANGED FROM EGM TO OGM. IF-YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
VOTE AGAIN UNLESS YOU-DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
|
Non-Voting
|
|
|
|
|
|
|
|
|
CALISEN
PLC
|
|
|
|
|
Security
|
G1769C105
|
|
|
|
Meeting
Type
|
Court
Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
11-Feb-2021
|
|
|
|
ISIN
|
GB00BKX9C181
|
|
|
|
Agenda
|
713544547
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT ABSTAIN IS NOT A VALID VOTE
OPTION FOR THIS MEETING TYPE.-PLEASE
CHOOSE BETWEEN "FOR" AND "AGAINST" ONLY.
SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS
MEETING THEN YOUR VOTE WILL BE
DISREGARDED BY THE ISSUER OR-ISSUERS AGENT
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
APPROVAL
OF SCHEME OF ARRANGEMENT
|
Management
|
|
For
|
|
For
|
|
|
|
|
PNM
RESOURCES, INC.
|
|
|
|
|
Security
|
69349H107
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
PNM
|
|
|
|
Meeting
Date
|
12-Feb-2021
|
|
|
|
ISIN
|
US69349H1077
|
|
|
|
Agenda
|
935324397
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
Approve
the Agreement and Plan of Merger, dated as of
October 20, 2020, as it may be amended from time to
time, or the merger agreement, by and among PNM
Resources, Inc. (the Company), Avangrid, Inc. and NM
Green Holdings, Inc.
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
Approve,
by non-binding, advisory vote, certain existing
compensation arrangements for the Company's named
executive officers in connection with the merger
contemplated by the merger agreement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
Approve
one or more adjournments of the special
meeting, if necessary or appropriate, to solicit additional
proxies if there are insufficient votes at the time of the
special meeting to approve the merger agreement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
DOREL
INDUSTRIES INC
|
|
|
|
|
Security
|
25822C205
|
|
|
|
Meeting
Type
|
Special
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
16-Feb-2021
|
|
|
|
ISIN
|
CA25822C2058
|
|
|
|
Agenda
|
713501282
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDERS ARE
ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST' FOR-
RESOLUTION 1, ABSTAIN IS NOT A VOTING OPTION
ON THIS MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
TO
PASS, WITH OR WITHOUT VARIATION, A
SPECIAL RESOLUTION, THE FULL TEXT OF WHICH
IS SET OUT IN APPENDIX B OF THE MANAGEMENT
INFORMATION CIRCULAR OF DOREL INDUSTRIES
INC. DATED DECEMBER 3, 2020 (THE "CIRCULAR"),
APPROVING A STATUTORY PLAN OF
ARRANGEMENT UNDER CHAPTER XVI - DIVISION II
OF THE BUSINESS CORPORATIONS ACT (QUEBEC)
INVOLVING DOREL INDUSTRIES INC. AND 9428-4502
QUEBEC INC., THE WHOLE AS DESCRIBED IN THE
CIRCULAR
|
Management
|
|
No
Action
|
|
|
|
|
|
|
TELENAV,
INC.
|
|
|
|
|
Security
|
879455103
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
TNAV
|
|
|
|
Meeting
Date
|
16-Feb-2021
|
|
|
|
ISIN
|
US8794551031
|
|
|
|
Agenda
|
935325224
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
The
proposal to adopt and approve the Agreement and
Plan of Merger, dated as of November 2, 2020, (as
amended on December 17, 2020, and as may be further
amended, supplemented, or otherwise modified in
accordance with its terms, the "Merger Agreement")
among Telenav, Inc., a Delaware corporation, V99, Inc.,
a Delaware corporation and Telenav99, Inc., a newly
formed Delaware corporation and a wholly owned
subsidiary of V99.
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
The
proposal to approve the adjournment or
postponement of the special meeting, if necessary or
appropriate, to solicit additional proxies in the event that
there are not sufficient votes at the time of the special
meeting to adopt and approve the Merger Agreement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
The
nonbinding, advisory proposal to approve
compensation that will or may become payable to
Telenav's named executive officers in connection with the
merger.
|
Management
|
|
For
|
|
For
|
|
|
|
|
AHLSTROM-MUNKSJO
OYJ
|
|
|
|
|
Security
|
X0035T109
|
|
|
|
Meeting
Type
|
ExtraOrdinary
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
19-Feb-2021
|
|
|
|
ISIN
|
FI4000048418
|
|
|
|
Agenda
|
713572457
- Management
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Item
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Proposal
|
Proposed
by
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Vote
|
For/Against
Management
|
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|
CMMT
|
MARKET
RULES REQUIRE DISCLOSURE OF
BENEFICIAL OWNER INFORMATION FOR ALL
VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE-POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED-IN ORDER FOR YOUR
VOTE TO BE LODGED
|
Non-Voting
|
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CMMT
|
A
POA IS NEEDED TO APPOINT OWN
REPRESENTATIVE BUT IS NOT NEEDED IF A
FINNISH-SUB/BANK IS APPOINTED EXCEPT IF THE
SHAREHOLDER IS FINNISH THEN A POA WOULD-
STILL BE REQUIRED.
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Non-Voting
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CMMT
|
PLEASE
NOTE THAT SHAREHOLDER DETAILS ARE
REQUIRED TO VOTE AT THIS MEETING. IF-NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF
BEING REJECTED. THANK YOU
|
Non-Voting
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1
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OPENING
OF THE MEETING
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Non-Voting
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2
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CALLING
THE MEETING TO ORDER
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Non-Voting
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3
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ELECTION
OF PERSONS TO SCRUTINIZE THE
MINUTES AND TO SUPERVISE THE COUNTING-OF
VOTES
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Non-Voting
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4
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RECORDING
THE LEGALITY OF THE MEETING
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Non-Voting
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5
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RECORDING
THE ATTENDANCE AT THE MEETING
AND ADOPTION OF THE LIST OF VOTES
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Non-Voting
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6
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RESOLUTION
ON THE NUMBER OF MEMBERS OF
THE BOARD OF DIRECTORS
|
Management
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No
Action
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7
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CHANGES
TO THE COMPOSITION OF THE BOARD
OF DIRECTORS: REELECT ALEXANDER
EHRNROOTH AND LASSE HEINONEN AS
DIRECTORS ELECT HALVOR MEYER HORTEN,
PETER SELIGSON, IVANO SESSA, MICHAEL SIEFKE
AND KARL-HENRIK SUNDSTROM AS NEW
DIRECTORS
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Management
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No
Action
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8
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RESOLUTION
ON THE REMUNERATION OF THE
MEMBERS OF THE BOARD OF DIRECTORS
|
Management
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No
Action
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9
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RESOLUTION
ON THE DISBANDMENT OF THE
SHAREHOLDERS' NOMINATION BOARD
|
Management
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No
Action
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10
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RESOLUTION
TO AMEND THE AUTHORISATION OF
THE BOARD OF DIRECTORS TO RESOLVE ON THE
ISSUANCE OF SHARES AND SPECIAL RIGHTS
ENTITLING TO SHARES GRANTED BY THE ANNUAL
GENERAL MEETING OF AHLSTROM-MUNKSJ HELD
ON MARCH 25, 2020
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Management
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No
Action
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11
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RESOLUTION
TO INSTRUCT THE BOARD OF
DIRECTORS OF AHLSTROM-MUNKSJ TO
INVESTIGATE WHETHER IT WOULD BE IN THE
INTEREST OF THE COMPANY TO CHANGE ITS
DOMICILE FROM HELSINKI TO ANOTHER EU
COUNTRY, INCLUDING CHANGING ITS CORPORATE
FORM TO A SOCIETAS EUROPAEA
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Management
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No
Action
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CMMT
|
03
FEB 2021: PLEASE NOTE THAT THIS IS A
REVISION DUE TO NON-VOTABLE-RESOLUTION 12.
IF YOU HAVE ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT VOTE-AGAIN UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU
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Non-Voting
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CMMT
|
27
JAN 2021: INTERMEDIARY CLIENTS ONLY -
PLEASE NOTE THAT IF YOU ARE-CLASSIFIED AS AN
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE-II, YOU SHOULD BE PROVIDING
THE UNDERLYING SHAREHOLDER INFORMATION
AT THE-VOTE INSTRUCTION LEVEL. IF YOU ARE
UNSURE ON HOW TO PROVIDE THIS LEVEL OF-
DATA TO BROADRIDGE OUTSIDE OF PROXYEDGE,
PLEASE SPEAK TO YOUR DEDICATED-CLIENT
SERVICE REPRESENTATIVE FOR ASSISTANCE.
THANK YOU
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Non-Voting
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12
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CLOSING
OF THE MEETING
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Non-Voting
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OXFORD
IMMUNOTEC GLOBAL PLC
|
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Security
|
G6855A103
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Meeting
Type
|
Annual
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Ticker
Symbol
|
OXFD
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Meeting
Date
|
26-Feb-2021
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ISIN
|
GB00BGFBB958
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Agenda
|
935332433
- Management
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Item
|
Proposal
|
Proposed
by
|
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Vote
|
For/Against
Management
|
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1.
|
Authorize
the Board of Directors to take all such actions
that it considers necessary or appropriate to carry the
Scheme into effect and to approve an amendment to the
Company's articles of association as set forth in the
Notice of General Meeting of the Proxy
Statement/Scheme Circular.
|
Management
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For
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For
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2.
|
Subject
to and conditional on the Scheme becoming
Effective (as defined in the Proxy Statement/Scheme
Circular), approve to re- register the Company as a
private limited company with the name "Oxford
Immunotec Global Limited".
|
Management
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For
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For
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OXFORD
IMMUNOTEC GLOBAL PLC
|
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Security
|
G6855A111
|
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Meeting
Type
|
Annual
|
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Ticker
Symbol
|
|
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Meeting
Date
|
26-Feb-2021
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ISIN
|
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Agenda
|
935332445
- Management
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Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
To
approve the Scheme as set forth in the Proxy
Statement/Scheme Circular.
|
Management
|
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For
|
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For
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OXFORD
IMMUNOTEC GLOBAL PLC
|
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Security
|
G6855A103
|
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Meeting
Type
|
Annual
|
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|
Ticker
Symbol
|
OXFD
|
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|
Meeting
Date
|
26-Feb-2021
|
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|
ISIN
|
GB00BGFBB958
|
|
|
|
Agenda
|
935340290
- Management
|
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|
|
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|
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|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
Authorize
the Board of Directors to take all such actions
that it considers necessary or appropriate to carry the
Scheme into effect and to approve an amendment to the
Company's articles of association as set forth in the
Notice of General Meeting of the Proxy
Statement/Scheme Circular.
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
Subject
to and conditional on the Scheme becoming
Effective (as defined in the Proxy Statement/Scheme
Circular), approve to re- register the Company as a
private limited company with the name "Oxford
Immunotec Global Limited".
|
Management
|
|
For
|
|
For
|
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|
|
OXFORD
IMMUNOTEC GLOBAL PLC
|
|
|
|
|
Security
|
G6855A111
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
26-Feb-2021
|
|
|
|
ISIN
|
|
|
|
|
Agenda
|
935340303
- Management
|
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|
|
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|
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|
|
|
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|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
To
approve the Scheme as set forth in the Proxy
Statement/Scheme Circular.
|
Management
|
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For
|
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For
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ACACIA
COMMUNICATIONS, INC.
|
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Security
|
00401C108
|
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Meeting
Type
|
Special
|
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Ticker
Symbol
|
ACIA
|
|
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|
Meeting
Date
|
01-Mar-2021
|
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|
ISIN
|
US00401C1080
|
|
|
|
Agenda
|
935334742
- Management
|
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|
|
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|
|
|
|
|
|
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|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
To
adopt the Amended and Restated Agreement and
Plan of Merger, dated as of January 14, 2021, as it may
be amended from time to time, by and among Acacia
Communications, Inc., Cisco Systems, Inc., and Amarone
Acquisition Corp. (the "Amended and Restated
Agreement and Plan of Merger").
|
Management
|
|
For
|
|
For
|
|
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|
|
2.
|
To
approve, on a nonbinding advisory basis, the
compensation that may be payable to Acacia
Communications, Inc.'s named executive officers in
connection with the merger.
|
Management
|
|
For
|
|
For
|
|
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3.
|
To
approve the adjournment of the special meeting, if
necessary or appropriate, to solicit additional proxies if
there are insufficient votes at the time of the Special
Meeting to approve the proposal to adopt the Amended
and Restated Agreement and Plan of Merger.
|
Management
|
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For
|
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For
|
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|
SLACK
TECHNOLOGIES, INC.
|
|
|
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|
Security
|
83088V102
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
WORK
|
|
|
|
Meeting
Date
|
02-Mar-2021
|
|
|
|
ISIN
|
US83088V1026
|
|
|
|
Agenda
|
935332623
- Management
|
|
|
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|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
A
proposal to adopt the Agreement and Plan of Merger,
dated as of December 1, 2020 (as it may be amended
from time to time, the "merger agreement"), among
salesforce.com, inc., Skyline Strategies I Inc., Skyline
Strategies II LLC and Slack Technologies, Inc. ("Slack")
and approve the transactions contemplated thereby.
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
A
proposal to approve, by a non-binding advisory vote,
certain compensation that may be paid or become
payable to Slack's named executive officers that is based
on or otherwise relates to the mergers contemplated by
the merger agreement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
NAVISTAR
INTERNATIONAL CORPORATION
|
|
|
|
|
Security
|
63934E108
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
NAV
|
|
|
|
Meeting
Date
|
02-Mar-2021
|
|
|
|
ISIN
|
US63934E1082
|
|
|
|
Agenda
|
935333081
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
To
adopt the Merger Agreement and transactions
contemplated thereby.
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
To
approve certain compensation arrangements for the
Company's named executive officers in connection with
the Merger.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
DIRECTOR
|
Management
|
|
|
|
|
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|
|
|
|
1
|
Troy
A. Clarke
|
|
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|
For
|
|
For
|
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|
|
|
2
|
José
María Alapont
|
|
|
|
For
|
|
For
|
|
|
|
|
|
3
|
Stephen
R. D'Arcy
|
|
|
|
For
|
|
For
|
|
|
|
|
|
4
|
Vincent
J. Intrieri
|
|
|
|
For
|
|
For
|
|
|
|
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|
5
|
Mark
H. Rachesky, M.D.
|
|
|
|
For
|
|
For
|
|
|
|
|
|
6
|
Christian
Schulz
|
|
|
|
For
|
|
For
|
|
|
|
|
|
7
|
Kevin
M. Sheehan
|
|
|
|
For
|
|
For
|
|
|
|
|
|
8
|
Dennis
A. Suskind
|
|
|
|
For
|
|
For
|
|
|
|
|
|
9
|
Janet
T. Yeung
|
|
|
|
For
|
|
For
|
|
|
|
|
4.
|
Advisory
Vote on Executive Compensation.
|
Management
|
|
For
|
|
For
|
|
|
|
|
5.
|
Vote
to ratify the selection of KPMG LLP as our
independent registered public accounting firm.
|
Management
|
|
For
|
|
For
|
|
|
|
|
6.
|
To
approve the adjournment or postponement of the
Annual Meeting, if necessary, to continue to solicit votes
for the Merger Proposal.
|
Management
|
|
For
|
|
For
|
|
|
|
|
MTS
SYSTEMS CORPORATION
|
|
|
|
|
Security
|
553777103
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
MTSC
|
|
|
|
Meeting
Date
|
04-Mar-2021
|
|
|
|
ISIN
|
US5537771033
|
|
|
|
Agenda
|
935332647
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
Proposal
to approve and adopt the Agreement and Plan
of Merger, dated as of December 8, 2020 (as may be
amended from time to time and including the Plan of
Merger attached as Exhibit A thereto, the "merger
agreement"), by and among MTS Systems Corporation, a
Minnesota corporation (the "Company"), Amphenol
Corporation,a Delaware corporation ("Parent") and Moon
Merger Sub Corporation, a Minnesota corporation and a
wholly owned subsidiary of Parent ("Sub").
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
Proposal
to approve, by a non-binding advisory vote, the
compensation that may be paid or become payable to the
Company's named executive officers and that is based
on, or otherwise relates to, the merger of Sub with and
into the Company, as contemplated by the merger
agreement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
Proposal
to adjourn the special meeting from time to time
to a later date or time if necessary or appropriate,
including to solicit additional proxies in favor of the
proposal to adopt the merger agreement if there are
insufficient votes at the time of the special meeting to
adopt the merger agreement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
REALPAGE,
INC.
|
|
|
|
|
Security
|
75606N109
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
RP
|
|
|
|
Meeting
Date
|
08-Mar-2021
|
|
|
|
ISIN
|
US75606N1090
|
|
|
|
Agenda
|
935334261
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
To
approve the adoption of the Agreement and Plan of
Merger (the "Merger Agreement"), dated as of December
20, 2020, by and among Mirasol Parent, LLC, Mirasol
Merger Sub, Inc., and RealPage, Inc. ("RealPage").
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
To
approve, on an advisory (non-binding) basis, the
compensation that may be paid or become payable to
RealPage's named executive officers that is based on or
otherwise relates to the Merger Agreement and the
transactions contemplated by the Merger Agreement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
To
adjourn the special meeting to a later date or dates if
necessary or appropriate to solicit additional proxies if
there are insufficient votes to approve Proposal 1 at the
time of the special meeting.
|
Management
|
|
For
|
|
For
|
|
|
|
|
PLURALSIGHT,
INC.
|
|
|
|
|
Security
|
72941B106
|
|
|
|
Meeting
Type
|
Contested-Special
|
|
|
Ticker
Symbol
|
PS
|
|
|
|
Meeting
Date
|
09-Mar-2021
|
|
|
|
ISIN
|
US72941B1061
|
|
|
|
Agenda
|
935332318
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
To
adopt the Agreement and Plan of Merger, dated as of
December 11, 2020, as it may be amended from time to
time, by and among Pluralsight, Inc., Lake Holdings, LP,
Lake Guarantor, LLC, Lake Merger Sub I, Inc., Lake
Merger Sub II, LLC and Pluralsight Holdings, LLC.
|
Management
|
|
No
Action
|
|
|
|
|
|
|
2.
|
To
approve any proposal to adjourn the special meeting
to a later date or dates, if necessary or appropriate, to
solicit additional proxies if there are insufficient votes at
the time of the special meeting.
|
Management
|
|
No
Action
|
|
|
|
|
|
|
3.
|
To
approve, on a non-binding, advisory basis, the
compensation that may be paid or become payable by
Pluralsight, Inc. to its named executive officers in
connection with the mergers.
|
Management
|
|
No
Action
|
|
|
|
|
|
|
AEROJET
ROCKETDYNE HOLDINGS, INC.
|
|
|
|
|
Security
|
007800105
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
AJRD
|
|
|
|
Meeting
Date
|
09-Mar-2021
|
|
|
|
ISIN
|
US0078001056
|
|
|
|
Agenda
|
935333966
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
Adoption
of the Merger Agreement and the transactions
contemplated thereby.
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
Adjournment
of the Special Meeting, if necessary or
appropriate, to solicit additional proxies if there are
insufficient votes to adopt the Merger Agreement and the
transactions contemplated thereby at the time of the
Special Meeting.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
Adoption
of a non-binding, advisory proposal to approve
certain compensation payable to Aerojet Rocketdyne's
named executive officers in connection with the Merger.
|
Management
|
|
For
|
|
For
|
|
|
|
|
PLURALSIGHT,
INC.
|
|
|
|
|
Security
|
72941B106
|
|
|
|
Meeting
Type
|
Contested-Special
|
|
|
Ticker
Symbol
|
PS
|
|
|
|
Meeting
Date
|
09-Mar-2021
|
|
|
|
ISIN
|
US72941B1061
|
|
|
|
Agenda
|
935335869
- Opposition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
Pluralsight's
Merger Agreement Proposal.
|
Management
|
|
No
Action
|
|
|
|
|
|
|
2.
|
Pluralsight's
Adjournment Proposal.
|
Management
|
|
No
Action
|
|
|
|
|
|
|
3.
|
Pluralsight's
Compensation Proposal.
|
Management
|
|
No
Action
|
|
|
|
|
|
|
IHS
MARKIT LTD
|
|
|
|
|
Security
|
G47567105
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
INFO
|
|
|
|
Meeting
Date
|
11-Mar-2021
|
|
|
|
ISIN
|
BMG475671050
|
|
|
|
Agenda
|
935329462
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
Approval
and Adoption of the Merger Agreement, the
Statutory Merger Agreement and the Transactions
Contemplated Thereby. To vote on a proposal to approve
and adopt the Agreement and Plan of Merger, dated as
of November 29, 2020, as amended by Amendment No.
1, dated as of January 20, 2021, and as it may further be
amended from time to time, by and among S&P Global
Inc., Sapphire Subsidiary, Ltd., and IHS Markit Ltd., the
statutory merger agreement among the same, and the
transactions contemplated thereby.
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
IHS
Markit Ltd. Merger-Related Compensation. To vote
on a proposal to approve, by advisory (non-binding) vote,
certain compensation arrangements that may be paid or
become payable to IHS Markit Ltd.'s named executive
officers in connection with the merger.
|
Management
|
|
For
|
|
For
|
|
|
|
|
RED
LION HOTELS CORPORATION
|
|
|
|
|
Security
|
756764106
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
RLH
|
|
|
|
Meeting
Date
|
16-Mar-2021
|
|
|
|
ISIN
|
US7567641060
|
|
|
|
Agenda
|
935335201
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
Proposal
to approve the Agreement and Plan of Merger,
dated as of December 30, 2020, among Red Lion Hotels
Corporation (the "Company"), Sonesta International
Hotels Corporation ("Parent"), and Roar Merger Sub Inc.,
a wholly owned subsidiary of Parent ("merger sub"),
pursuant to which merger sub will be merged with and
into the Company (the "merger"), with the Company
surviving as a wholly owned subsidiary of Parent (the
"merger agreement proposal").
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
To
consider and vote on a proposal to approve, on a non-
binding advisory basis, a resolution approving the
compensation that may be paid or become payable to the
named executive officers of the Company that is based
on or otherwise relates to the merger (such proposal, the
"non-binding named executive officer merger- related
compensation proposal").
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
To
approve the adjournment of the special meeting to a
later date or time, if necessary or appropriate, to solicit
additional proxies in the event that there are not sufficient
votes at the time of the special meeting to approve the
merger agreement proposal (such proposal, the
"adjournment proposal").
|
Management
|
|
For
|
|
For
|
|
|
|
|
SCAPA
GROUP PLC
|
|
|
|
|
Security
|
G78486134
|
|
|
|
Meeting
Type
|
Ordinary
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
17-Mar-2021
|
|
|
|
ISIN
|
GB0007281198
|
|
|
|
Agenda
|
713623406
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1
|
APPROVE
RECOMMENDED CASH OFFER FOR
SCAPA GROUP PLC BY AMS HOLDCO 2 LIMITED
|
Management
|
|
No
Action
|
|
|
|
|
|
|
2
|
AMEND
ARTICLES OF ASSOCIATION
|
Management
|
|
No
Action
|
|
|
|
|
|
|
3
|
APPROVE
CANCELLATION OF ADMISSION OF
ORDINARY SHARES TO TRADING ON AIM RE-
REGISTER THE COMPANY AS A PRIVATE LIMITED
COMPANY UNDER THE NAME OF SCAPA GROUP
LIMITED AMEND ARTICLES OF ASSOCIATION
|
Management
|
|
No
Action
|
|
|
|
|
|
|
CMMT
|
25
FEB 2021: PLEASE NOTE THAT THIS IS A
REVISION DUE TO CHANGE IN MEETING-TYPE TO
OGM. IF YOU HAVE ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT VOTE AGAIN-UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
|
Non-Voting
|
|
|
|
|
|
|
|
|
SCAPA
GROUP PLC
|
|
|
|
|
Security
|
G78486134
|
|
|
|
Meeting
Type
|
Court
Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
17-Mar-2021
|
|
|
|
ISIN
|
GB0007281198
|
|
|
|
Agenda
|
713623418
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT ABSTAIN IS NOT A VALID VOTE
OPTION FOR THIS MEETING TYPE.-PLEASE
CHOOSE BETWEEN "FOR" AND "AGAINST" ONLY.
SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS
MEETING THEN YOUR VOTE WILL BE
DISREGARDED BY THE ISSUER OR-ISSUERS
AGENT.
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
APPROVE
SCHEME OF ARRANGEMENT
|
Management
|
|
No
Action
|
|
|
|
|
|
|
SPORTSMAN'S
WAREHOUSE HOLDINGS, INC.
|
|
|
|
|
Security
|
84920Y106
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
SPWH
|
|
|
|
Meeting
Date
|
23-Mar-2021
|
|
|
|
ISIN
|
US84920Y1064
|
|
|
|
Agenda
|
935337471
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
To
adopt and approve the Agreement and Plan of
Merger, dated December 21, 2020, by and among Great
Outdoors Group, LLC, Phoenix Merger Sub I, Inc., a
wholly-owned subsidiary of Great Outdoors Group, LLC,
and Sportsman's Warehouse Holdings, Inc., as amended
from time to time, pursuant to which Phoenix Merger Sub
I, Inc. will be merged with an into Sportsman's
Warehouse Holdings, Inc., with Sportsman's Warehouse
Holdings, Inc. continuing as the surviving corporation in
the merger and a wholly-owned subsidiary of Great
Outdoors Group, LLC.
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
To
approve, on a non-binding, advisory basis, the
specified compensation that may be paid or may become
payable to Sportsman's Warehouse Holdings, Inc.'s
named executive officers based on or otherwise relating
to the merger.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
To
adjourn the special meeting from time to time to a
later date or time, if necessary, to solicit additional
proxies if there are not sufficient votes at the time of the
special meeting (or any adjournment thereof) to adopt
and approve the merger agreement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
WADDELL
& REED FINANCIAL, INC.
|
|
|
|
|
Security
|
930059100
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
WDR
|
|
|
|
Meeting
Date
|
23-Mar-2021
|
|
|
|
ISIN
|
US9300591008
|
|
|
|
Agenda
|
935337988
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
A
proposal to adopt the Agreement and Plan of Merger
(as amended or supplemented from time to time, the
"merger agreement"), by and among Waddell & Reed
Financial, Inc. (the "Company"), Macquarie Management
Holdings, Inc. ("Macquarie"), Merry Merger Sub, Inc., and
(solely for limited purposes) Macquarie Financial
Holdings Pty Ltd, pursuant to which, among other things,
Merger Sub will be merged with and into the Company
(the "merger"), with the Company surviving the merger as
a wholly-owned subsidiary of Macquarie.
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
A
proposal to approve, by a non-binding advisory vote,
the compensation that may be paid or become payable to
the Company's principal executive officer, principal
financial officer and three most highly compensated
executive officers other than the principal executive
officer and principal financial officer that is based on or
otherwise relates to the merger and the other
transactions contemplated by the merger agreement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
A
proposal to adjourn the special meeting to a later date
or time, if necessary or appropriate, to solicit additional
proxies in favor of the proposal to adopt the merger
agreement if there are insufficient votes at the time of the
special meeting to approve the proposal to adopt the
merger agreement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
HINOKIYA
GROUP CO.,LTD.
|
|
|
|
|
Security
|
J34772103
|
|
|
|
Meeting
Type
|
Annual
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
26-Mar-2021
|
|
|
|
ISIN
|
JP3792100004
|
|
|
|
Agenda
|
713642418
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1
|
Approve
Appropriation of Surplus
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.1
|
Appoint
a Director Kondo, Akira
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.2
|
Appoint
a Director Morita, Tetsuyuki
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.3
|
Appoint
a Director Araki, Shinsuke
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.4
|
Appoint
a Director Tsunesumi, Junichi
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.5
|
Appoint
a Director Shimada, Yukio
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.6
|
Appoint
a Director Arai, Takako
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.7
|
Appoint
a Director Deguchi, Shunichi
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.8
|
Appoint
a Director Katayama, Masaya
|
Management
|
|
For
|
|
For
|
|
|
|
|
3
|
Appoint
a Corporate Auditor Nagasawa, Masahiro
|
Management
|
|
For
|
|
For
|
|
|
|
|
4
|
Approve
Provision of Special Payment for a Retiring
Representative Director
|
Management
|
|
Against
|
|
Against
|
|
|
|
|
5
|
Appoint
Accounting Auditors
|
Management
|
|
For
|
|
For
|
|
|
|
|
NELES
CORPORATION
|
|
|
|
|
Security
|
X6000X108
|
|
|
|
Meeting
Type
|
Annual
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
26-Mar-2021
|
|
|
|
ISIN
|
FI4000440664
|
|
|
|
Agenda
|
713651431
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
MARKET
RULES REQUIRE DISCLOSURE OF
BENEFICIAL OWNER INFORMATION FOR ALL
VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE-POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED-IN ORDER FOR YOUR
VOTE TO BE LODGED
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
A
POA IS NEEDED TO APPOINT OWN
REPRESENTATIVE BUT IS NOT NEEDED IF A
FINNISH-SUB/BANK IS APPOINTED EXCEPT IF THE
SHAREHOLDER IS FINNISH THEN A POA WOULD-
STILL BE REQUIRED
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDER DETAILS ARE
REQUIRED TO VOTE AT THIS MEETING. IF-NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF
BEING REJECTED. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
OPENING
OF THE MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
2
|
CALLING
THE MEETING TO ORDER: SEPPO
KYMALAINEN
|
Non-Voting
|
|
|
|
|
|
|
|
|
3
|
ELECTION
OF PERSON TO SCRUTINIZE THE
MINUTES AND TO SUPERVISE THE COUNTING OF-
VOTES: ELISA ERKKILA
|
Non-Voting
|
|
|
|
|
|
|
|
|
4
|
RECORDING
THE LEGALITY OF THE MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
5
|
RECORDING
THE ATTENDANCE AT THE MEETING
AND ADOPTION OF THE LIST OF VOTES
|
Non-Voting
|
|
|
|
|
|
|
|
|
6
|
PRESENTATION
OF THE FINANCIAL STATEMENTS,
THE CONSOLIDATED FINANCIAL-STATEMENTS, THE
REPORT OF THE BOARD OF DIRECTORS AND THE
AUDITOR'S REPORT FOR-THE YEAR 2020
|
Non-Voting
|
|
|
|
|
|
|
|
|
7
|
ADOPTION
OF THE FINANCIAL STATEMENTS AND
THE CONSOLIDATED FINANCIAL STATEMENTS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
8
|
RESOLUTION
ON THE USE OF THE PROFIT SHOWN
ON THE BALANCE SHEET AND THE PAYMENT OF
DIVIDEND: THE COMPANY'S DISTRIBUTABLE FUNDS
ON DECEMBER 31, 2020 TOTALED APPROXIMATELY
EUR 362.9 MILLION. THE BOARD OF DIRECTORS
PROPOSES THAT A DIVIDEND OF EUR 0,18 PER
SHARE BE PAID BASED ON THE BALANCE SHEET
TO BE ADOPTED FOR THE FINANCIAL YEAR, WHICH
ENDED DECEMBER 31, 2020. THE DIVIDEND SHALL
|
Management
|
|
No
Action
|
|
|
|
|
|
|
|
BE
PAID TO SHAREHOLDERS WHO ON THE
DIVIDEND RECORD DATE MARCH 30, 2021 ARE
REGISTERED IN THE COMPANY'S SHAREHOLDERS'
REGISTER HELD BY EUROCLEAR FINLAND OY. THE
DIVIDEND SHALL BE PAID ON APRIL 8, 2021. ALL
THE SHARES IN THE COMPANY ARE ENTITLED TO A
DIVIDEND WITH THE EXCEPTION OF THE SHARES
HELD BY THE COMPANY ON THE DIVIDEND
RECORD DATE
|
|
|
|
|
|
|
|
|
|
|
|
8.A
|
RESOLUTION
ON THE USE OF THE PROFIT SHOWN
ON THE BALANCE SHEET AND THE PAYMENT OF
DIVIDEND: AS THE BOARD OF DIRECTORS HAS
PROPOSED A DIVIDEND THAT IS BELOW THE
AMOUNT OF MINORITY DIVIDEND UNDER CHAPTER
13, SECTION 7 OF THE FINNISH COMPANIES ACT,
SHAREHOLDERS HAVE THE RIGHT TO DEMAND A
MINORITY DIVIDEND INSTEAD OF THE DIVIDEND
PROPOSED BY THE BOARD OF DIRECTORS. THE
MINORITY DIVIDEND MUST BE DISTRIBUTED TO ALL
SHAREHOLDERS, IF A DEMAND TO THIS EFFECT IS
SUPPORTED BY SHAREHOLDERS WHO HAVE AT
LEAST ONE TENTH OF ALL SHARES. THE
AGGREGATE AMOUNT OF MINORITY DIVIDEND IS
APPROXIMATELY EUR 33.1 MILLION OR EUR 0.22
PER SHARE, WHICH CORRESPONDS TO EIGHT
PERCENT OF THE COMPANY'S EQUITY. A
SHAREHOLDER DEMANDING MINORITY DIVIDEND
MAY VOTE FOR THE MINORITY DIVIDEND IN
ADVANCE VOTING, AND NO SEPARATE DEMAND OR
COUNTERPROPOSAL IS REQUIRED
|
Management
|
|
No
Action
|
|
|
|
|
|
|
9
|
RESOLUTION
ON THE DISCHARGE OF THE
MEMBERS OF THE BOARD OF DIRECTORS AND THE
PRESIDENT AND CEO FROM LIABILITY FOR THE
FINANCIAL YEAR ENDED ON DECEMBER 31, 2020
|
Management
|
|
No
Action
|
|
|
|
|
|
|
10
|
PRESENTATION
AND ADOPTION OF THE
REMUNERATION REPORT
|
Management
|
|
No
Action
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT RESOLUTIONS 11, 12 AND 13
ARE PROPOSED BY SHAREHOLDERS'-NOMINATION
BOARD AND BOARD DOES NOT MAKE ANY
RECOMMENDATION ON THESE-PROPOSALS. THE
STANDING INSTRUCTIONS ARE DISABLED FOR THIS
MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
11
|
RESOLUTION
ON THE REMUNERATION OF
MEMBERS OF THE BOARD OF DIRECTORS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
12
|
RESOLUTION
ON THE NUMBER OF MEMBERS OF
THE BOARD OF DIRECTORS: THE SHAREHOLDERS'
NOMINATION BOARD PROPOSES THAT THE
NUMBER OF MEMBERS OF THE BOARD OF
DIRECTORS SHALL BE SEVEN
|
Management
|
|
No
Action
|
|
|
|
|
|
|
13
|
ELECTION
OF MEMBERS OF THE BOARD OF
DIRECTORS: THE SHAREHOLDERS' NOMINATION
BOARD PROPOSES THAT: 1. JAAKKO ESKOLA BE
ELECTED AS THE CHAIR 2. PERTTU LOUHILUOTO
BE ELECTED AS VICE-CHAIR 3. ANU HAMALAINEN,
NIKO PAKALEN, TEIJA SARAJARVI, JUKKA TIITINEN
AND MARK VERNON BE RE-ELECTED AS BOARD
MEMBERS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
14
|
RESOLUTION
ON THE REMUNERATION OF THE
AUDITOR
|
Management
|
|
No
Action
|
|
|
|
|
|
|
15
|
ELECTION
OF THE AUDITOR: BASED ON THE
RECOMMENDATION OF THE BOARD OF DIRECTORS'
AUDIT COMMITTEE, THE BOARD OF DIRECTORS
PROPOSES THAT ERNST & YOUNG OY,
AUTHORIZED PUBLIC ACCOUNTANTS, BE RE-
ELECTED AUDITOR OF THE COMPANY. ERNST &
YOUNG OY HAS NOTIFIED THAT MR. TONI
HALONEN, APA, WOULD ACT AS PRINCIPAL
AUDITOR OF THE COMPANY
|
Management
|
|
No
Action
|
|
|
|
|
|
|
16
|
AUTHORIZING
THE BOARD OF DIRECTORS TO
DECIDE ON THE REPURCHASE OF THE COMPANY'S
OWN SHARES
|
Management
|
|
No
Action
|
|
|
|
|
|
|
17
|
AUTHORIZING
THE BOARD OF DIRECTORS TO
DECIDE ON THE ISSUANCE OF SHARES AND THE
ISSUANCE OF SPECIAL RIGHTS ENTITLING TO
SHARES
|
Management
|
|
No
Action
|
|
|
|
|
|
|
18
|
RESOLUTION
ON ARTICLES OF ASSOCIATION:
SECTION 8
|
Management
|
|
No
Action
|
|
|
|
|
|
|
19
|
CLOSING
OF THE MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
05
MAR 2021: INTERMEDIARY CLIENTS ONLY -
PLEASE NOTE THAT IF YOU ARE-CLASSIFIED AS AN
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE-II, YOU SHOULD BE PROVIDING
THE UNDERLYING SHAREHOLDER INFORMATION
AT THE-VOTE INSTRUCTION LEVEL. IF YOU ARE
UNSURE ON HOW TO PROVIDE THIS LEVEL OF-
DATA TO BROADRIDGE OUTSIDE OF PROXYEDGE,
PLEASE SPEAK TO YOUR DEDICATED-CLIENT
SERVICE REPRESENTATIVE FOR ASSISTANCE
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
05
MAR 2021: PLEASE NOTE THAT THIS IS A
REVISION DUE TO ADDITION OF COMMENT.-IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
ATRIUM
EUROPEAN REAL ESTATE LIMITED
|
|
|
|
|
Security
|
G0621C113
|
|
|
|
Meeting
Type
|
Annual
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
26-Mar-2021
|
|
|
|
ISIN
|
JE00B3DCF752
|
|
|
|
Agenda
|
713679100
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
THAT
THE ACCOUNTS OF THE COMPANY FOR THE
YEAR ENDED 31 DECEMBER 2020 AND THE REPORT
OF THE DIRECTORS AND AUDITORS THEREON BE
AND ARE HEREBY RECEIVED
|
Management
|
|
No
Action
|
|
|
|
|
|
|
2.
|
THAT
CHAIM KATZMAN BE AND IS HEREBY RE-
ELECTED AS A DIRECTOR OF THE COMPANY
|
Management
|
|
No
Action
|
|
|
|
|
|
|
3.
|
THAT
NEIL FLANZRAICH BE AND IS HEREBY RE-
ELECTED AS A DIRECTOR OF THE COMPANY
|
Management
|
|
No
Action
|
|
|
|
|
|
|
4.
|
THAT
ANDREW WIGNALL BE AND IS HEREBY RE-
ELECTED AS A DIRECTOR OF THE COMPANY
|
Management
|
|
No
Action
|
|
|
|
|
|
|
5.
|
THAT
LUCY LILLEY BE AND IS HEREBY RE-ELECTED
AS A DIRECTOR OF THE COMPANY
|
Management
|
|
No
Action
|
|
|
|
|
|
|
6.
|
THAT
DAVID FOX BE AND IS HEREBY RE-ELECTED
AS A DIRECTOR OF THE COMPANY
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7.
|
THAT
OREN HOD BE AND IS HEREBY RE-ELECTED
AS A DIRECTOR OF THE COMPANY
|
Management
|
|
No
Action
|
|
|
|
|
|
|
8.
|
THAT
PRICEWATERHOUSECOOPERS CI LLP BE AND
ARE HEREBY RE-APPOINTED AS THE COMPANY'S
AUDITORS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
9.
|
THAT
THE DIRECTORS BE AND ARE HEREBY
AUTHORISED TO AGREE THE AUDITORS'
REMUNERATION
|
Management
|
|
No
Action
|
|
|
|
|
|
|
10.
|
THAT
WITH EFFECT FROM THE END OF THE
ANNUAL GENERAL MEETING, THE COMPANY IS
AUTHORISED, FOR THE PURPOSE OF ARTICLE 34A
OF THE MEMORANDUM AND ARTICLES AND ALL
OTHER PURPOSES, TO OFFER A SCRIP DIVIDEND
|
Management
|
|
No
Action
|
|
|
|
|
|
|
11.
|
THAT
THE COMPANY BE AND IS HEREBY
GENERALLY AND UNCONDITIONALLY AUTHORISED
IN ACCORDANCE WITH THE COMPANIES (JERSEY)
LAW 1991, AS AMENDED, TO MAKE ON-MARKET
PURCHASES OF ITS SHARES INCLUDING FOR THE
AVOIDANCE OF DOUBT BY TENDER OFFER (EITHER
FOR RETENTION AS TREASURY SHARES FOR
RESALE OR TRANSFER, OR FOR CANCELLATION)
|
Management
|
|
No
Action
|
|
|
|
|
|
|
12.
|
THAT
THE DIRECTORS BE GENERALLY AND
UNCONDITIONALLY AUTHORISED TO ISSUE
SHARES AND/OR SECURITIES CONVERTIBLE INTO
SHARES
|
Management
|
|
No
Action
|
|
|
|
|
|
|
13.
|
THAT
THE DIRECTORS BE GENERALLY AND
UNCONDITIONALLY AUTHORISED TO ISSUE QUASI-
EQUITY SECURITIES (INCLUDING HYBRID
SECURITIES)
|
Management
|
|
No
Action
|
|
|
|
|
|
|
CMMT
|
12
MAR 2021: PLEASE NOTE THAT THIS IS A
REVISION DUE TO MEETING NEED TO BE-
COMPLETED WITHOUT RECORD DATE. IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE-DO
NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS.-THANK YOU.
|
Non-Voting
|
|
|
|
|
|
|
|
|
HMS
HOLDINGS CORP.
|
|
|
|
|
Security
|
40425J101
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
HMSY
|
|
|
|
Meeting
Date
|
26-Mar-2021
|
|
|
|
ISIN
|
US40425J1016
|
|
|
|
Agenda
|
935339540
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
To
adopt the Agreement and Plan of Merger, dated as of
December 20, 2020, by and among HMS Holdings Corp.
("HMS"), Gainwell Acquisition Corp. ("Gainwell"),
Mustang MergerCo Inc., a wholly owned subsidiary of
Gainwell ("Merger Sub"), and Gainwell Intermediate
Holding Corp., and approve the transactions
contemplated thereby, including the merger of Merger
Sub with and into HMS (the "Merger"), with HMS
continuing as the surviving corporation and a wholly
owned subsidiary of Gainwell (the "Merger Proposal").
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
To
approve, on an advisory non-binding basis, the
compensation that may be paid or become payable to
HMS's named executive officers in connection with the
Merger.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
To
approve the adjournment of the Special Meeting to a
later date or dates, if necessary or appropriate, including
to solicit additional proxies if there are insufficient votes to
approve the Merger Proposal at the time of the Special
Meeting.
|
Management
|
|
For
|
|
For
|
|
|
|
|
KIADIS
PHARMA N.V.
|
|
|
|
|
Security
|
N4855A100
|
|
|
|
Meeting
Type
|
ExtraOrdinary
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
30-Mar-2021
|
|
|
|
ISIN
|
NL0011323407
|
|
|
|
Agenda
|
713605737
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT BENEFICIAL OWNER DETAILS
IS REQUIRED FOR THIS MEETING. IF NO-
BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR
INSTRUCTION MAY BE REJECTED. THANK-YOU.
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDER DETAILS ARE
REQUIRED TO VOTE AT THIS MEETING. IF-NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF
BEING REJECTED. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
1.
|
OPENING
AND ANNOUNCEMENTS
|
Non-Voting
|
|
|
|
|
|
|
|
|
2.
|
EXPLANATION
OF THE RECOMMENDED OFFER
MADE BY SANOFI
|
Non-Voting
|
|
|
|
|
|
|
|
|
3.
|
CONDITIONAL
AMENDMENT OF THE ARTICLES OF
ASSOCIATION OF KIADIS PHARMA (FOLLOWING
SETTLEMENT)
|
Management
|
|
No
Action
|
|
|
|
|
|
|
4.
|
CONDITIONAL
AMENDMENT OF THE ARTICLES OF
ASSOCIATION OF KIADIS PHARMA (FOLLOWING
DELISTING)
|
Management
|
|
No
Action
|
|
|
|
|
|
|
5A.
|
CONDITIONAL
APPOINTMENT OF MR. FRANK
NESTLE AS NEW MEMBER OF THE SUPERVISORY
BOARD AS OF SETTLEMENT
|
Management
|
|
No
Action
|
|
|
|
|
|
|
5B.
|
CONDITIONAL
APPOINTMENT OF MR. KRIPA RAM AS
NEW MEMBER OF THE SUPERVISORY BOARD AS
OF SETTLEMENT
|
Management
|
|
No
Action
|
|
|
|
|
|
|
5C.
|
CONDITIONAL
APPOINTMENT OF MR. J R MIE
GIRARD AS NEW MEMBER OF THE SUPERVISORY
BOARD AS OF SETTLEMENT
|
Management
|
|
No
Action
|
|
|
|
|
|
|
6.
|
RE-APPOINTMENT
OF MR. ARTHUR LAHR AS A
MEMBER OF THE MANAGEMENT BOARD
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7.
|
CONDITIONAL
APPOINTMENT OF MS. MARION
ZERLIN AS A MEMBER OF THE MANAGEMENT
BOARD AS OF SETTLEMENT
|
Management
|
|
No
Action
|
|
|
|
|
|
|
8.
|
DISCHARGE
OF EACH MEMBER OF THE
MANAGEMENT BOARD AND THE SUPERVISORY
BOARD
|
Management
|
|
No
Action
|
|
|
|
|
|
|
9.
|
CONDITIONAL
FULL AND FINAL DISCHARGE OF
MESSRS. MARTIJN KLEIJWEGT, BERNDT MODIG,
OTTO SCHWARZ AND SUBHANU SAXENA
|
Management
|
|
No
Action
|
|
|
|
|
|
|
10A.
|
IN
ACCORDANCE WITH ARTICLE 2:107A DCC, TO
APPROVE THE RESOLUTION OF THE MANAGEMENT
BOARD TO PURSUE THE ASSET SALE
|
Management
|
|
No
Action
|
|
|
|
|
|
|
10B.
|
SUBJECT
TO COMPLETION OF THE ASSET SALE, TO
DISSOLVE KIADIS PHARMA IN ACCORDANCE WITH
ARTICLE 2:19 DCC
|
Management
|
|
No
Action
|
|
|
|
|
|
|
10C.
|
TO
APPOINT STICHTING LIQUIDATOR KIADIS AS
THE LIQUIDATOR OF KIADIS PHARMA
|
Management
|
|
No
Action
|
|
|
|
|
|
|
10D.
|
TO
APPROVE REIMBURSEMENT OF THE
LIQUIDATOR'S REASONABLE SALARY AND COSTS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
10E.
|
TO
APPOINT SANOFI S.A. AS THE CUSTODIAN OF
KIADIS PHARMA'S BOOKS AND RECORDS
FOLLOWING ITS DISSOLUTION IN ACCORDANCE
WITH ARTICLE 2:24 DCC
|
Management
|
|
No
Action
|
|
|
|
|
|
|
11.
|
ANY
OTHER BUSINESS
|
Non-Voting
|
|
|
|
|
|
|
|
|
12.
|
CLOSING
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
10
MAR 2021: PLEASE NOTE THAT THE MEETING
TYPE CHANGED FROM AGM TO EGM. IF-YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
VOTE AGAIN UNLESS YOU-DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
HOEGH
LNG HOLDING LTD
|
|
|
|
|
Security
|
G45422105
|
|
|
|
Meeting
Type
|
Special
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
30-Mar-2021
|
|
|
|
ISIN
|
BMG454221059
|
|
|
|
Agenda
|
713669438
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
MARKET
RULES REQUIRE DISCLOSURE OF
BENEFICIAL OWNER INFORMATION FOR ALL
VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE-POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED-IN ORDER FOR YOUR
VOTE TO BE LODGED
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
IMPORTANT
MARKET PROCESSING REQUIREMENT:
POWER OF ATTORNEY (POA) REQUIREMENTS-
VARY BY CUSTODIAN. GLOBAL CUSTODIANS MAY
HAVE A POA IN PLACE WHICH WOULD-ELIMINATE
THE NEED FOR THE INDIVIDUAL BENEFICIAL
OWNER POA. IN THE ABSENCE OF-THIS
ARRANGEMENT, AN INDIVIDUAL BENEFICIAL
OWNER POA MAY BE REQUIRED. IF YOU-HAVE ANY
QUESTIONS PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE. THANK-YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
SHARES
HELD IN AN OMNIBUS/NOMINEE ACCOUNT
NEED TO BE RE-REGISTERED IN THE-BENEFICIAL
OWNERS NAME TO BE ALLOWED TO VOTE AT
MEETINGS. SHARES WILL BE-TEMPORARILY
TRANSFERRED TO A SEPARATE ACCOUNT IN THE
BENEFICIAL OWNER'S NAME-ON THE PROXY
DEADLINE AND TRANSFERRED BACK TO THE
OMNIBUS/NOMINEE ACCOUNT THE-DAY AFTER THE
MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
OPEN
MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
2
|
APPROVE
AGENDA OF MEETING AND QUORUM
|
Non-Voting
|
|
|
|
|
|
|
|
|
3
|
SUMMARY
OF AMALGAMATION
|
Non-Voting
|
|
|
|
|
|
|
|
|
4.1
|
APPROVE
AMALGAMATION OF THE COMPANY WITH
LARUS LIMITED
|
Management
|
|
No
Action
|
|
|
|
|
|
|
4.2
|
APPROVE
DELISTING OF SHARES FROM OSLO
STOCK EXCHANGE
|
Management
|
|
No
Action
|
|
|
|
|
|
|
CMMT
|
10
MAR 2021: PLEASE NOTE THAT SHAREHOLDER
DETAILS ARE REQUIRED TO VOTE AT-THIS
MEETING. IF NO SHAREHOLDER DETAILS ARE
PROVIDED, YOUR INSTRUCTION MAY-CARRY A
HEIGHTENED RISK OF BEING REJECTED. THANK
YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
18
MAR 2021: PLEASE NOTE THAT THIS IS A
REVISION DUE TO ADDITION OF COMMENT.-IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
18
MAR 2021: PLEASE NOTE HOLDERS WHO VOTE
AGAINST OR ABSTAIN FROM VOTING ON-THE
AMALGAMATION RESOLUTION AT THE SGM HAVE
THE OPTION TO MAKE AN APPLICATION-TO THE
SUPREME COURT OF BERMUDA (THE COURT) AND
BECOME A DISSENTING-SHAREHOLDER.
INFORMATION FROM THE ISSUER: A DISSENTING
SHAREHOLDER WOULD NEED-TO PROVIDE
EVIDENCE (I) OF THEIR ENTITLEMENT (IE AN
APPLICATION MUST BE-BROUGHT BY A
REGISTERED SHAREHOLDER), (II) OF HOW THEY
VOTED (IE THAT THEY-VOTED AGAINST OR
ABSTAINED FROM VOTING ON THE AMALGAMATION
RESOLUTION), AND-(III) THAT THE PER SHARE
CONSIDERATION OF NOK23.50 IS NOT FAIR VALUE.
IT IS-UNLIKELY THAT EXPERT EVIDENCE RELATING
TO ITEM (III) WOULD NEED TO BE-
AVAILABLE/SUBMITTED AT THE TIME OF THE
INITIAL APPLICATION. IT IS ALSO-UNLIKELY THAT
THE SHAREHOLDER WOULD NEED TO PROVIDE
EVIDENCE OF (II) UNTIL-SUCH VOTE HAS BEEN
TAKEN. THE COURT WILL EITHER CONFIRM THAT
THE PRICE PAID-IS FAIR AND THE SHAREHOLDER
WILL LOSE, OR CONFIRM THAT THE PRICE PAID IS
TOO-LOW AND ORDER THAT THE SHAREHOLDER
BE PAID THE DIFFERENCE IN THE OFFER PRICE-
AND THE PRICE AS DETERMINED BY THE COURTS
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
18
MAR 2021: PLEASE NOTE THAT THIS MEETING
MENTIONS DISSENTER'S RIGHTS. IF-YOU WISH TO
EXPRESS DISSENT PLEASE CONTACT YOUR
GLOBAL CUSTODIAN CLIENT
|
Non-Voting
|
|
|
|
|
|
|
|
|
CFT
S.P.A.
|
|
|
|
|
Security
|
T0478B107
|
|
|
|
Meeting
Type
|
ExtraOrdinary
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
30-Mar-2021
|
|
|
|
ISIN
|
IT0005262313
|
|
|
|
Agenda
|
713670215
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT BENEFICIAL OWNER DETAILS
IS REQUIRED FOR THIS MEETING. IF NO-
BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR
INSTRUCTION MAY BE REJECTED. THANK-YOU.
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDER DETAILS ARE
REQUIRED TO VOTE AT THIS MEETING. IF-NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF
BEING REJECTED. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
INTERMEDIARY
CLIENTS ONLY - PLEASE NOTE
THAT IF YOU ARE CLASSIFIED AS AN-
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE-PROVIDING
THE UNDERLYING SHAREHOLDER INFORMATION
AT THE VOTE INSTRUCTION-LEVEL. IF YOU ARE
UNSURE ON HOW TO PROVIDE THIS LEVEL OF
DATA TO BROADRIDGE-OUTSIDE OF PROXYEDGE,
PLEASE SPEAK TO YOUR DEDICATED CLIENT
SERVICE-REPRESENTATIVE FOR ASSISTANCE
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT THIS IS AN AMENDMENT TO
MEETING ID 519156 DUE TO CHANGE IN-MEETING
FROM 17 MAR 2021 TO 30 MAR 2021 AND CHANGE
IN RECORD FROM 08 MAR 2021-TO 19 MAR 2021.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING
WILL BE-DISREGARDED AND YOU WILL NEED TO
REINSTRUCT ON THIS MEETING NOTICE. THANK
YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE IN THE EVENT THE MEETING DOES
NOT REACH QUORUM, THERE WILL BE A-SECOND
CALL ON 14 APR 2021 AT 08:00. CONSEQUENTLY,
YOUR VOTING INSTRUCTIONS-WILL REMAIN VALID
FOR ALL CALLS UNLESS THE AGENDA IS AMENDED.
THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
E.1
|
TO
AMEND PARAGRAPHS 6.4, 15.3 AND 15.4 OF THE
BYLAWS RELATING TO (I) THE REMOVAL OF THE
RESTRICTIONS ON THE NON-TRANSFERABILITY OF
DOUBLE VOTING SHARES AND (II) THE ELIMINATION
OF THE SLATE VOTING MECHANISM IN RELATION
TO THE APPOINTMENT OF DIRECTORS;
RESOLUTION RELATED THERETO
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Management
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No
Action
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MAGELLAN
HEALTH, INC.
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Security
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559079207
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Meeting
Type
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Special
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Ticker
Symbol
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MGLN
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Meeting
Date
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31-Mar-2021
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ISIN
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US5590792074
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Agenda
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935337990
- Management
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Item
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Proposal
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Proposed
by
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Vote
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For/Against
Management
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1.
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To
adopt the Agreement and Plan of Merger, dated as of
January 4, 2021 (as it may be amended from time to
time, the "Merger Agreement"), by and among Magellan
Health, Inc., Centene Corporation and Mayflower Merger
Sub, Inc.
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Management
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For
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For
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2.
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To
approve, by a non-binding advisory vote, the
compensation that may be paid or become payable to the
named executive officers of Magellan Health, Inc. that is
based on or otherwise relates to the merger
contemplated by the Merger Agreement.
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Management
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For
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For
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3.
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To
approve the adjournment of the special meeting to a
later date or time if necessary or appropriate, including to
solicit additional proxies in favor of the proposal to adopt
the Merger Agreement if there are insufficient votes at the
time of the special meeting to adopt the Merger
Agreement.
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Management
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For
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For
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SMTC
CORPORATION
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Security
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832682207
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Meeting
Type
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Special
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Ticker
Symbol
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SMTX
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Meeting
Date
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31-Mar-2021
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ISIN
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US8326822074
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Agenda
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935338651
- Management
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Item
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Proposal
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Proposed
by
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Vote
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For/Against
Management
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1.
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To
adopt the Merger Agreement.
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Management
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For
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For
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2.
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To
approve the adjournment of the Special Meeting to a
later date or dates if necessary to solicit additional
proxies if there are insufficient votes to adopt the Merger
Agreement at the time of the Special Meeting.
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Management
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For
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For
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3.
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To
approve, on a non-binding, advisory basis, certain
compensation that will or may become payable to our
named executive officers in connection with the Merger.
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Management
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For
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For
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LENNAR
CORPORATION
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Security
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526057302
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Meeting
Type
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Annual
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Ticker
Symbol
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LENB
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Meeting
Date
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07-Apr-2021
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ISIN
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US5260573028
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Agenda
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935339300
- Management
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Item
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Proposal
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Proposed
by
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Vote
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For/Against
Management
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1A.
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Election
of Director to serve until the 2022 Annual
Meeting: Amy Banse
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Management
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For
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For
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1B.
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Election
of Director to serve until the 2022 Annual
Meeting: Rick Beckwitt
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Management
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For
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For
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1C.
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Election
of Director to serve until the 2022 Annual
Meeting: Steven L. Gerard
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Management
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For
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For
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1D.
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Election
of Director to serve until the 2022 Annual
Meeting: Tig Gilliam
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Management
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For
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For
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1E.
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Election
of Director to serve until the 2022 Annual
Meeting: Sherrill W. Hudson
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Management
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For
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For
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1F.
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Election
of Director to serve until the 2022 Annual
Meeting: Jonathan M. Jaffe
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Management
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For
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For
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1G.
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Election
of Director to serve until the 2022 Annual
Meeting: Sidney Lapidus
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Management
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For
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For
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1H.
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Election
of Director to serve until the 2022 Annual
Meeting: Teri P. McClure
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Management
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For
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For
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1I.
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Election
of Director to serve until the 2022 Annual
Meeting: Stuart Miller
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Management
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For
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For
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1J.
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Election
of Director to serve until the 2022 Annual
Meeting: Armando Olivera
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Management
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For
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For
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1K.
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Election
of Director to serve until the 2022 Annual
Meeting: Jeffrey Sonnenfeld
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Management
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For
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For
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2.
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Approval,
on an advisory basis, of the compensation of
our named executive officers.
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Management
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For
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For
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3.
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Ratification
of the appointment of Deloitte & Touche LLP
as our independent registered public accounting firm for
our fiscal year ending November 30, 2021.
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Management
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For
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For
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4.
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Approval
of a stockholder proposal regarding our
common stock voting structure.
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Shareholder
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Against
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For
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ATLANTIC
POWER CORPORATION
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Security
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04878Q863
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Meeting
Type
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Special
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Ticker
Symbol
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AT
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Meeting
Date
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07-Apr-2021
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ISIN
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CA04878Q8636
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Agenda
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935343854
- Management
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Item
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Proposal
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Proposed
by
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Vote
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For/Against
Management
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1
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To
consider, pursuant to an interim order of the Supreme
Court of British Columbia, and if deemed advisable, to
pass, with or without variation, a special resolution of
common shareholders (the "Arrangement Resolution") to
approve an arrangement (the "Arrangement") in
accordance with Division 5 of Part 9 of the Business
Corporations Act (British Columbia) pursuant to the
Arrangement Agreement dated as of January 14, 2021,
by and among Atlantic Power Corporation (the
"Corporation"), Atlantic Power Preferred Equity Ltd.,
Atlantic Power Limited Partnership, Tidal Power Holdings
Limited and Tidal Power Aggregator, L.P., to effect
among other things, the acquisition by Tidal Power
Holdings Limited of all of the outstanding common shares
in the capital of the Corporation in exchange for US$3.03
in cash (less any applicable withholding taxes) per
common share.
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Management
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For
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For
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2
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To
consider and vote on a proposal to approve, by non-
binding, advisory vote, certain compensation
arrangements for the Corporation's named executive
officers in connection with the Arrangement.
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Management
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For
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For
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3
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To
approve the adjournment of the special meeting of
common shareholders of the Corporation, if necessary, to
solicit additional proxies if there are insufficient votes at
the time of the meeting to approve the Arrangement
Resolution.
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Management
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For
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For
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XILINX,
INC.
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Security
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983919101
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Meeting
Type
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Special
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Ticker
Symbol
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XLNX
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Meeting
Date
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07-Apr-2021
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ISIN
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US9839191015
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Agenda
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935346735
- Management
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Item
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Proposal
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Proposed
by
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Vote
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For/Against
Management
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1.
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Proposal
to adopt the Agreement and Plan of Merger,
dated October 26, 2020, as it may be amended from time
to time, which is referred to as the "merger agreement,"
among Advanced Micro Devices, Inc., which is referred to
as "AMD," Thrones Merger Sub, Inc., a wholly owned
subsidiary of AMD, which is referred to as "Merger Sub,"
and Xilinx, which proposal is referred to as the "Xilinx
merger proposal".
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Management
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For
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For
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2.
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Proposal
to approve, on a non-binding advisory basis, the
compensation that may be paid or become payable to
Xilinx's named executive officers that is based on or
otherwise relates to the transactions contemplated by the
merger agreement, which proposal is referred to as the
"Xilinx compensation proposal".
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Management
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For
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For
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3.
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Proposal
to approve the adjournment of the Xilinx special
meeting, if necessary or appropriate, to solicit additional
proxies if there are insufficient votes at the time of the
Xilinx special meeting to approve the Xilinx merger
proposal or to ensure that any supplement or amendment
to the accompanying joint proxy statement/prospectus is
timely provided to Xilinx stockholders, which proposal is
referred to as the "Xilinx adjournment proposal".
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Management
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For
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For
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DIALOG
SEMICONDUCTOR PLC
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Security
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G5821P111
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Meeting
Type
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Court
Meeting
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Ticker
Symbol
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Meeting
Date
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09-Apr-2021
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ISIN
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GB0059822006
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Agenda
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713667674
- Management
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Item
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Proposal
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Proposed
by
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Vote
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For/Against
Management
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1
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APPROVE
SCHEME OF ARRANGEMENT
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Management
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For
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For
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CMMT
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10
MAR 2021: PLEASE NOTE THAT ABSTAIN IS NOT
A VALID VOTE OPTION FOR THIS-MEETING TYPE.
PLEASE CHOOSE BETWEEN "FOR" AND "AGAINST"
ONLY. SHOULD YOU-CHOOSE TO VOTE ABSTAIN
FOR THIS MEETING THEN YOUR VOTE WILL BE
DISREGARDED BY-THE ISSUER OR ISSUERS
AGENT.
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Non-Voting
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CMMT
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10
MAR 2021: PLEASE NOTE THAT THIS IS A
REVISION DUE TO ADDITION OF COMMENT.-IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU
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Non-Voting
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DIALOG
SEMICONDUCTOR PLC
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Security
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G5821P111
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Meeting
Type
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Ordinary
General Meeting
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Ticker
Symbol
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Meeting
Date
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09-Apr-2021
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ISIN
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GB0059822006
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Agenda
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713675621
- Management
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Item
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Proposal
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Proposed
by
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Vote
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For/Against
Management
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1
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THAT:
(1) FOR THE PURPOSE OF GIVING EFFECT TO
THE SCHEME OF ARRANGEMENT DATED 8 MARCH
2021 (THE "SCHEME") BETWEEN THE COMPANY
AND ITS SCHEME SHAREHOLDERS (AS DEFINED IN
THE SCHEME), A PRINT OF WHICH HAS BEEN
PRODUCED TO THIS MEETING AND FOR THE
PURPOSES OF IDENTIFICATION SIGNED BY THE
CHAIRMAN THEREOF, IN ITS ORIGINAL FORM OR
SUBJECT TO ANY MODIFICATION, ADDITION OR
CONDITION AGREED BY THE COMPANY AND
RENESAS ELECTRONIC CORPORATION
("RENESAS") AND APPROVED OR IMPOSED BY THE
COURT, THE DIRECTORS OF THE COMPANY BE
AUTHORISED TO TAKE ALL SUCH ACTION AS THEY
MAY CONSIDER NECESSARY OR APPROPRIATE
FOR CARRYING THE SCHEME INTO EFFECT; AND (2)
WITH EFFECT FROM THE PASSING OF THIS
RESOLUTION, THE ARTICLES OF ASSOCIATION OF
THE COMPANY BE AMENDED BY THE ADOPTION
AND INCLUSION OF THE FOLLOWING NEW ARTICLE
167: "167 SCHEME OF ARRANGEMENT (A) IN THIS
ARTICLE, THE "SCHEME" MEANS THE SCHEME OF
ARRANGEMENT DATED 8 MARCH 2021 BETWEEN
THE COMPANY AND ITS SCHEME SHAREHOLDERS
(AS DEFINED IN THE SCHEME) UNDER PART 26 OF
THE COMPANIES ACT 2006 IN ITS ORIGINAL FORM
OR WITH OR SUBJECT TO ANY MODIFICATION,
ADDITION OR CONDITION APPROVED OR IMPOSED
BY THE COURT AND AGREED BY THE COMPANY
AND RENESAS ELECTRONICS CORPORATION
("RENESAS") AND (SAVE AS DEFINED IN THIS
ARTICLE) EXPRESSIONS DEFINED IN THE SCHEME
SHALL HAVE THE SAME MEANINGS IN THIS
ARTICLE. (B) NOTWITHSTANDING ANY OTHER
PROVISION OF THESE ARTICLES OR THE TERMS OF
ANY OTHER RESOLUTION PASSED BY THE
COMPANY IN ANY GENERAL MEETING, IF THE
COMPANY ISSUES OR TRANSFERS OUT OF
TREASURY ANY ORDINARY SHARES (OTHER THAN
TO RENESAS OR ITS NOMINEE(S)) ON OR AFTER
THE ADOPTION OF THIS ARTICLE AND BEFORE THE
SCHEME RECORD TIME, SUCH SHARES SHALL BE
ISSUED OR TRANSFERRED SUBJECT TO THE
TERMS OF THE SCHEME (AND SHALL BE SCHEME
SHARES FOR THE PURPOSES THEREOF) AND THE
HOLDERS OF SUCH SHARES SHALL BE BOUND BY
THE SCHEME ACCORDINGLY. (C) SUBJECT TO THE
SCHEME BECOMING EFFECTIVE, IF ANY ORDINARY
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Management
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For
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For
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SHARES
ARE ISSUED OR TRANSFERRED OUT OF
TREASURY TO ANY PERSON (A "NEW MEMBER")
(OTHER THAN TO RENESAS OR ITS NOMINEE(S))
ON OR AFTER THE SCHEME RECORD TIME (THE
"POST-SCHEME SHARES"), THEY SHALL BE
IMMEDIATELY TRANSFERRED TO RENESAS (OR AS
IT MAY DIRECT) IN CONSIDERATION OF THE
PAYMENT TO THE NEW MEMBER OF AN AMOUNT IN
CASH FOR EACH POST-SCHEME SHARE EQUAL TO
THE CASH CONSIDERATION PER SCHEME SHARE
PAYABLE PURSUANT TO THE SCHEME. (D) ON ANY
REORGANISATION OF, OR MATERIAL ALTERATION
TO, THE SHARE CAPITAL OF THE COMPANY
(INCLUDING, WITHOUT LIMITATION, ANY
SUBDIVISION AND/ OR CONSOLIDATION) EFFECTED
AFTER THE SCHEME EFFECTIVE DATE, THE VALUE
OF THE CASH PAYMENT PER SHARE TO BE PAID
UNDER PARAGRAPH (C) OF THIS ARTICLE MAY BE
ADJUSTED BY THE DIRECTORS IN SUCH MANNER
AS THE AUDITORS OF THE COMPANY OR AN
INDEPENDENT INVESTMENT BANK SELECTED BY
THE COMPANY MAY DETERMINE TO BE
APPROPRIATE TO REFLECT SUCH
REORGANISATION OR ALTERATION. REFERENCES
IN THIS ARTICLE TO ORDINARY SHARES SHALL,
FOLLOWING SUCH ADJUSTMENT, BE CONSTRUED
ACCORDINGLY. (E) TO GIVE EFFECT TO ANY
TRANSFER OF POST-SCHEME SHARES, THE
COMPANY MAY APPOINT ANY PERSON AS
ATTORNEY AND/ OR AGENT FOR THE NEW
MEMBER TO TRANSFER THE POST-SCHEME
SHARES TO RENESAS AND/ OR ITS NOMINEE(S)
AND DO ALL SUCH OTHER THINGS AND EXECUTE
AND DELIVER ALL SUCH DOCUMENTS AS MAY IN
THE OPINION OF THE ATTORNEY OR AGENT BE
NECESSARY OR DESIRABLE TO VEST THE POST-
SCHEME SHARES IN RENESAS OR ITS NOMINEE(S)
AND PENDING SUCH VESTING TO EXERCISE ALL
SUCH RIGHTS ATTACHING TO THE POST-SCHEME
SHARES AS RENESAS MAY DIRECT. IF AN
ATTORNEY OR AGENT IS SO APPOINTED, THE NEW
MEMBER SHALL NOT THEREAFTER (EXCEPT TO
THE EXTENT THAT THE ATTORNEY OR AGENT
FAILS TO ACT IN ACCORDANCE WITH THE
DIRECTIONS OF RENESAS) BE ENTITLED TO
EXERCISE ANY RIGHTS ATTACHING TO THE POST-
SCHEME SHARES UNLESS SO AGREED BY
RENESAS. THE ATTORNEY OR AGENT SHALL BE
EMPOWERED TO EXECUTE AND DELIVER AS
TRANSFEROR A FORM OF TRANSFER OR OTHER
INSTRUMENT OR INSTRUCTION OF TRANSFER ON
BEHALF OF THE NEW MEMBER IN FAVOUR OF
RENESAS AND/ OR ITS NOMINEE(S) AND THE
COMPANY MAY GIVE A GOOD RECEIPT FOR THE
CONSIDERATION FOR THE POST-SCHEME SHARES
AND MAY REGISTER RENESAS AND/ OR ITS
NOMINEE(S) AS HOLDER THEREOF AND ISSUE TO
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IT
CERTIFICATES FOR THE SAME. THE COMPANY
SHALL NOT BE OBLIGED TO ISSUE A CERTIFICATE
TO THE NEW MEMBER FOR THE POST-SCHEME
SHARES. RENESAS SHALL SEND A CHEQUE IN
EURO DRAWN ON A GERMAN / UK CLEARING BANK
IN FAVOUR OF THE NEW MEMBER FOR THE
CONSIDERATION FOR SUCH POST-SCHEME
SHARES TO THE NEW MEMBER WITHIN TEN
BUSINESS DAYS OF THE ISSUE OR TRANSFER OF
THE POST-SCHEME SHARES TO THE NEW MEMBER.
(F) NOTWITHSTANDING ANY OTHER PROVISION OF
THESE ARTICLES, NEITHER THE COMPANY NOR
THE DIRECTORS SHALL REGISTER THE TRANSFER
OF ANY SCHEME SHARES BETWEEN THE SCHEME
RECORD TIME AND THE EFFECTIVE DATE."
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CMMT
|
12
MAR 2021: PLEASE NOTE THAT THE MEETING
TYPE CHANGED FROM AGM TO OGM. IF-YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
VOTE AGAIN UNLESS YOU-DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU
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Non-Voting
|
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|
CFT
S.P.A.
|
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Security
|
T0478B107
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Meeting
Type
|
MIX
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Ticker
Symbol
|
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Meeting
Date
|
09-Apr-2021
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|
ISIN
|
IT0005262313
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Agenda
|
713724070
- Management
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Item
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Proposal
|
Proposed
by
|
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Vote
|
For/Against
Management
|
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CMMT
|
PLEASE
NOTE THAT BENEFICIAL OWNER DETAILS
IS REQUIRED FOR THIS MEETING. IF NO-
BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR
INSTRUCTION MAY BE REJECTED. THANK-YOU.
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Non-Voting
|
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CMMT
|
PLEASE
NOTE THAT SHAREHOLDER DETAILS ARE
REQUIRED TO VOTE AT THIS MEETING. IF-NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF
BEING REJECTED. THANK YOU
|
Non-Voting
|
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|
E.1
|
TO
APPROVE THE AMENDMENT OF THE ARTICLES
NO. 5 (SHARE CAPITAL), 6 (SHARES), 9 (TENDER
OFFER) , 10 (SIGNIFICANT STAKEHOLDER), 12
(PARTICIPATION AND VOTE), 14 (DELIBERATION), 15
(NUMBER AND DURATION THE DIRECTORS), 17
(BOARD OF DIRECTORS DELIBERATION), 19
(MANAGEMENT POWERS), 20 (DELEGATED
BODIES), 25 (FISCAL YEARS AND PREPARATION OF
THE BALANCE SHEET). RESOLUTIONS RELATED
THERETO
|
Management
|
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No
Action
|
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O.1
|
TO
ACKNOWLEDGE THE RESIGNATION OF THE
BOARD OF DIRECTORS' MEMBERS OF THE
COMPANY, DISCHARGE OF RESPONSIBILITY FOR
THEIR WORK DURING THE PERIOD IN WHICH THEY
HELD THE OFFICE AND WAIVER AGAINST THEM OF
THE LIABILITY ACTION AS PER ART. 2393,
PARAGRAPH 6 OF THE ITALIAN CIVIL CODE
|
Management
|
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No
Action
|
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O.2
|
TO
APPOINT THE NEW BOARD OF DIRECTORS
|
Management
|
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No
Action
|
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CMMT
|
25
MAR 2021: PLEASE NOTE THAT THIS IS A
REVISION DUE TO CHANGE IN MEETING-DATE
FROM 12 APR 2021 TO 09 APR 2021 AND ADDITION
OF COMMENT. IF YOU HAVE-ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT VOTE AGAIN
UNLESS YOU DECIDE TO-AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU
|
Non-Voting
|
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CMMT
|
25
MAR 2021: PLEASE NOTE IN THE EVENT THE
MEETING DOES NOT REACH QUORUM,-THERE WILL
BE A SECOND CALL ON 12 APR 2021.
CONSEQUENTLY, YOUR VOTING-INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE
AGENDA IS AMENDED.-PLEASE BE ALSO ADVISED
THAT YOUR SHARES WILL BE BLOCKED UNTIL THE
QUORUM IS-MET OR THE MEETING IS CANCELLED.
THANK YOU.
|
Non-Voting
|
|
|
|
|
|
|
|
|
CHANGE
HEALTHCARE INC
|
|
|
|
|
Security
|
15912K100
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
CHNG
|
|
|
|
Meeting
Date
|
13-Apr-2021
|
|
|
|
ISIN
|
US15912K1007
|
|
|
|
Agenda
|
935344983
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
To
adopt the Agreement and Plan of Merger, dated as of
January 5, 2021, among Change Healthcare Inc.,
UnitedHealth Group Incorporated and Cambridge Merger
Sub Inc.
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
To
approve, on a non-binding, advisory basis, certain
compensation that may be paid or become payable to
Change's named executive officers in connection with the
Merger.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
To
adjourn or postpone the Special Meeting, if necessary
or appropriate, to solicit additional proxies if there are not
sufficient votes to approve the proposal described above
in Proposal 1.
|
Management
|
|
For
|
|
For
|
|
|
|
|
CUBIC
CORPORATION
|
|
|
|
|
Security
|
229669106
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
CUB
|
|
|
|
Meeting
Date
|
13-Apr-2021
|
|
|
|
ISIN
|
US2296691064
|
|
|
|
Agenda
|
935394558
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
DIRECTOR
|
Management
|
|
|
|
|
|
|
|
|
|
1
|
Prithviraj
Banerjee
|
|
|
|
For
|
|
For
|
|
|
|
|
|
2
|
Bruce
G. Blakley
|
|
|
|
For
|
|
For
|
|
|
|
|
|
3
|
Maureen
Breakiron-Evans
|
|
|
|
For
|
|
For
|
|
|
|
|
|
4
|
Denise
L. Devine
|
|
|
|
For
|
|
For
|
|
|
|
|
|
5
|
Bradley
H. Feldmann
|
|
|
|
For
|
|
For
|
|
|
|
|
|
6
|
Carolyn
A. Flowers
|
|
|
|
For
|
|
For
|
|
|
|
|
|
7
|
Janice
M. Hamby
|
|
|
|
For
|
|
For
|
|
|
|
|
|
8
|
David
F. Melcher
|
|
|
|
For
|
|
For
|
|
|
|
|
|
9
|
Steven
J. Norris
|
|
|
|
For
|
|
For
|
|
|
|
|
2.
|
Approval,
on an advisory, non-binding basis, of the
Company's named executive office compensation.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
Ratification
of Ernst & Young LLP as the Company's
independent registered public accounting firm for the
fiscal year ending September 30, 2021.
|
Management
|
|
For
|
|
For
|
|
|
|
|
KONINKLIJKE
KPN NV
|
|
|
|
|
Security
|
N4297B146
|
|
|
|
Meeting
Type
|
Annual
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
14-Apr-2021
|
|
|
|
ISIN
|
NL0000009082
|
|
|
|
Agenda
|
713650706
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT BENEFICIAL OWNER DETAILS
IS REQUIRED FOR THIS MEETING. IF NO-
BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR
INSTRUCTION MAY BE REJECTED. THANK-YOU.
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDER DETAILS ARE
REQUIRED TO VOTE AT THIS MEETING. IF-NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF
BEING REJECTED. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
INTERMEDIARY
CLIENTS ONLY - PLEASE NOTE
THAT IF YOU ARE CLASSIFIED AS AN-
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE-PROVIDING
THE UNDERLYING SHAREHOLDER INFORMATION
AT THE VOTE INSTRUCTION-LEVEL. IF YOU ARE
UNSURE ON HOW TO PROVIDE THIS LEVEL OF
DATA TO BROADRIDGE-OUTSIDE OF PROXYEDGE,
PLEASE SPEAK TO YOUR DEDICATED CLIENT
SERVICE-REPRESENTATIVE FOR ASSISTANCE
|
Non-Voting
|
|
|
|
|
|
|
|
|
1.
|
OPENING
AND ANNOUNCEMENTS
|
Non-Voting
|
|
|
|
|
|
|
|
|
2.
|
REPORT
BY THE BOARD OF MANAGEMENT FOR
THE FISCAL YEAR 2020
|
Non-Voting
|
|
|
|
|
|
|
|
|
3.
|
PROPOSAL
TO ADOPT THE FINANCIAL
STATEMENTS FOR THE FISCAL YEAR 2020
|
Management
|
|
No
Action
|
|
|
|
|
|
|
4.
|
REMUNERATION
REPORT IN THE FISCAL YEAR 2020
(ADVISORY VOTE)
|
Management
|
|
No
Action
|
|
|
|
|
|
|
5.
|
EXPLANATION
OF THE FINANCIAL AND DIVIDEND
POLICY
|
Non-Voting
|
|
|
|
|
|
|
|
|
6.
|
PROPOSAL
TO DETERMINE THE DIVIDEND OVER
THE FISCAL YEAR 2020: EUR 13.00 PER SHARE
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7.
|
PROPOSAL
TO DISCHARGE THE MEMBERS OF THE
BOARD OF MANAGEMENT FROM LIABILITY
|
Management
|
|
No
Action
|
|
|
|
|
|
|
8.
|
PROPOSAL
TO DISCHARGE THE MEMBERS OF THE
SUPERVISORY BOARD FROM LIABILITY
|
Management
|
|
No
Action
|
|
|
|
|
|
|
9.
|
PROPOSAL
TO APPOINT THE EXTERNAL AUDITOR
FOR THE FISCAL YEAR 2022: ERNST AND YOUNG
ACCOUNTANTS LLP
|
Management
|
|
No
Action
|
|
|
|
|
|
|
10.
|
OPPORTUNITY
TO MAKE RECOMMENDATIONS FOR
THE APPOINTMENT OF MEMBERS OF THE-
SUPERVISORY BOARD
|
Non-Voting
|
|
|
|
|
|
|
|
|
11.
|
PROPOSAL
TO APPOINT MR. E.J.C. OVERBEEK AS
MEMBER OF THE SUPERVISORY BOARD
|
Management
|
|
No
Action
|
|
|
|
|
|
|
12.
|
PROPOSAL
TO APPOINT MR. G.J.A. VAN DE AAST AS
MEMBER OF THE SUPERVISORY BOARD
|
Management
|
|
No
Action
|
|
|
|
|
|
|
13.
|
ANNOUNCEMENT
CONCERNING VACANCIES IN THE
SUPERVISORY BOARD ARISING IN 2022
|
Non-Voting
|
|
|
|
|
|
|
|
|
14.
|
PROPOSAL
TO AUTHORIZE THE BOARD OF
MANAGEMENT TO RESOLVE THAT THE COMPANY
MAY ACQUIRE ITS OWN SHARES
|
Management
|
|
No
Action
|
|
|
|
|
|
|
15.
|
PROPOSAL
TO REDUCE THE CAPITAL BY
CANCELLING OWN SHARES
|
Management
|
|
No
Action
|
|
|
|
|
|
|
16.
|
PROPOSAL
TO DESIGNATE THE BOARD OF
MANAGEMENT AS THE COMPETENT BODY TO
ISSUE ORDINARY SHARES
|
Management
|
|
No
Action
|
|
|
|
|
|
|
17.
|
PROPOSAL
TO DESIGNATE THE BOARD OF
MANAGEMENT AS THE COMPETENT BODY TO
RESTRICT OR EXCLUDE PRE-EMPTIVE RIGHTS
UPON ISSUING ORDINARY SHARES
|
Management
|
|
No
Action
|
|
|
|
|
|
|
18.
|
ANY
OTHER BUSINESS
|
Non-Voting
|
|
|
|
|
|
|
|
|
19.
|
VOTING
RESULTS AND CLOSURE OF THE MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
26
MAR 2021: PLEASE NOTE THAT THIS IS A
REVISION DUE TO MODIFICATION OF THE-TEXT OF
RESOLUTIONS 9 AND 6. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE-DO NOT VOTE
AGAIN UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS.-THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
CNH
INDUSTRIAL N.V.
|
|
|
|
|
Security
|
N20944109
|
|
|
|
Meeting
Type
|
Annual
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
15-Apr-2021
|
|
|
|
ISIN
|
NL0010545661
|
|
|
|
Agenda
|
713654526
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT BENEFICIAL OWNER DETAILS
IS REQUIRED FOR THIS MEETING. IF NO-
BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR
INSTRUCTION MAY BE REJECTED. THANK-YOU.
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDER DETAILS ARE
REQUIRED TO VOTE AT THIS MEETING. IF-NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF
BEING REJECTED. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
OPEN
MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
2.a
|
RECEIVE
EXPLANATION ON COMPANY'S RESERVES
AND DIVIDEND POLICY
|
Non-Voting
|
|
|
|
|
|
|
|
|
2.b
|
ADOPT
FINANCIAL STATEMENTS AND STATUTORY
REPORTS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
2.c
|
APPROVE
DIVIDENDS OF EUR 0.11 PER SHARE
|
Management
|
|
No
Action
|
|
|
|
|
|
|
2.d
|
APPROVE
DISCHARGE OF DIRECTORS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
3
|
APPROVE
REMUNERATION REPORT
|
Management
|
|
No
Action
|
|
|
|
|
|
|
4.a
|
REELECT
SUZANNE HEYWOOD AS EXECUTIVE
DIRECTOR
|
Management
|
|
No
Action
|
|
|
|
|
|
|
4.b
|
ELECT
SCOTT W. WINE AS EXECUTIVE DIRECTOR
|
Management
|
|
No
Action
|
|
|
|
|
|
|
4.c
|
REELECT
HOWARD W. BUFFETT AS NON-
EXECUTIVE DIRECTOR
|
Management
|
|
No
Action
|
|
|
|
|
|
|
4.d
|
REELECT
TUFAN ERGINBILGIC AS NON-EXECUTIVE
DIRECTOR
|
Management
|
|
No
Action
|
|
|
|
|
|
|
4.e
|
REELECT
LEO W. HOULE AS NON-EXECUTIVE
DIRECTOR
|
Management
|
|
No
Action
|
|
|
|
|
|
|
4.f
|
REELECT
JOHN B. LANAWAY AS NON-EXECUTIVE
DIRECTOR
|
Management
|
|
No
Action
|
|
|
|
|
|
|
4.g
|
REELECT
ALESSANDRO NASI AS NON-EXECUTIVE
DIRECTOR
|
Management
|
|
No
Action
|
|
|
|
|
|
|
4.h
|
REELECT
LORENZO SIMONELLI AS NON-EXECUTIVE
DIRECTOR
|
Management
|
|
No
Action
|
|
|
|
|
|
|
4.i
|
REELECT
VAGN SORENSEN AS NON-EXECUTIVE
DIRECTOR
|
Management
|
|
No
Action
|
|
|
|
|
|
|
5
|
RATIFY
ERNST & YOUNG ACCOUNTANTS LLP AS
AUDITORS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
6
|
AUTHORIZE
REPURCHASE OF UP TO 10 PERCENT
OF ISSUED COMMON SHARES
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7
|
CLOSE
MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
08
MAR 2021: INTERMEDIARY CLIENTS ONLY -
PLEASE NOTE THAT IF YOU ARE-CLASSIFIED AS AN
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE-II, YOU SHOULD BE PROVIDING
THE UNDERLYING SHAREHOLDER INFORMATION
AT THE-VOTE INSTRUCTION LEVEL. IF YOU ARE
UNSURE ON HOW TO PROVIDE THIS LEVEL OF-
DATA TO BROADRIDGE OUTSIDE OF PROXY EDGE,
PLEASE SPEAK TO YOUR DEDICATED-CLIENT
SERVICE REPRESENTATIVE FOR ASSISTANCE.
THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
08
MAR 2021: PLEASE NOTE THAT THIS IS A
REVISION DUE TO ADDITION OF COMMENT.-IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
INPHI
CORPORATION
|
|
|
|
|
Security
|
45772F107
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
IPHI
|
|
|
|
Meeting
Date
|
15-Apr-2021
|
|
|
|
ISIN
|
US45772F1075
|
|
|
|
Agenda
|
935353487
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
Approval
of Inphi Merger Proposal. To approve and adopt
the Agreement and Plan of Merger and Reorganization,
dated as of October 29, 2020 (the "Merger Agreement"),
by and among Inphi, Marvell Technology Group Ltd.
("Marvell"), Marvell Technology, Inc. (f/k/a Maui HoldCo,
Inc.), a wholly owned subsidiary of Marvell ("HoldCo"),
Maui Acquisition Company Ltd, a wholly owned
subsidiary of HoldCo ("Bermuda Merger Sub"),and Indigo
Acquisition Corp., a wholly owned subsidiary of HoldCo
("Delaware Merger Sub").
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
Adjournment
of Inphi Stockholder Meeting. To solicit
additional proxies if there are not sufficient votes to
approve and adopt the Merger Agreement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
Approval
of Compensation. To approve on an advisory
(non-binding) basis, the compensation that may be
received by Inphi's named executive officers in
connection with the Mergers.
|
Management
|
|
For
|
|
For
|
|
|
|
|
COCA-COLA
AMATIL LTD
|
|
|
|
|
Security
|
Q2594P146
|
|
|
|
Meeting
Type
|
Scheme
Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
16-Apr-2021
|
|
|
|
ISIN
|
AU000000CCL2
|
|
|
|
Agenda
|
713682979
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1
|
THAT,
PURSUANT TO AND IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 411 OF THE
CORPORATIONS ACT 2001 (CTH), THE SCHEME OF
ARRANGEMENT PROPOSED BETWEEN COCA-COLA
AMATIL LIMITED AND THE HOLDERS OF ITS
ORDINARY SHARES (OTHER THAN CERTAIN
EXCLUDED SHAREHOLDERS), AS CONTAINED IN
AND MORE PARTICULARLY DESCRIBED IN THE
SCHEME BOOKLET OF WHICH THE NOTICE
CONVENING THIS MEETING FORMS PART, IS
AGREED TO, WITH OR WITHOUT ALTERATIONS OR
CONDITIONS AS APPROVED BY THE SUPREME
COURT OF NEW SOUTH WALES TO WHICH COCA-
COLA AMATIL LIMITED AND COCA-COLA EUROPEAN
PARTNERS PLC AGREE
|
Management
|
|
For
|
|
For
|
|
|
|
|
NIC
INC.
|
|
|
|
|
Security
|
62914B100
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
EGOV
|
|
|
|
Meeting
Date
|
19-Apr-2021
|
|
|
|
ISIN
|
US62914B1008
|
|
|
|
Agenda
|
935358437
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
To
adopt the Agreement and Plan of Merger, dated as of
February 9, 2021, as may be amended from time to time
(which we refer to as the "merger agreement"), by and
among NIC Inc. (which we refer to as "NIC"), Tyler
Technologies Inc. (which we refer to as "Tyler") and
Topos Acquisition, Inc. (which we refer to as "Merger
Sub"), pursuant to which Merger Sub will merge with and
into NIC (which we refer to as the "merger"), and NIC will
continue as the surviving corporation and a wholly-owned
subsidiary of Tyler.
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
To
approve, on a non-binding advisory basis, specified
compensation that may be paid or become payable to
NIC's named executive officers in connection with the
merger and contemplated by the merger agreement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
To
approve one or more adjournments of the Special
Meeting, if necessary or appropriate, to solicit additional
proxies if there are insufficient votes at the time of the
Special Meeting to constitute a quorum or to approve the
proposal to adopt the merger agreement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
ABERTIS
INFRAESTRUCTURAS SA
|
|
|
|
|
Security
|
E0003D111
|
|
|
|
Meeting
Type
|
Ordinary
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
20-Apr-2021
|
|
|
|
ISIN
|
ES0111845014
|
|
|
|
Agenda
|
713683945
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDER DETAILS ARE
REQUIRED TO VOTE AT THIS MEETING. IF-NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF
BEING REJECTED. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
APPROVAL
OF THE INDIVIDUAL AND
CONSOLIDATED ANNUAL ACCOUNTS AND THEIR
RESPECTIVE MANAGEMENT REPORTS FINANCIAL
INFORMATION CORRESPONDING TO THE 2020
FINANCIAL YEAR
|
Management
|
|
No
Action
|
|
|
|
|
|
|
2
|
APPROVAL
OF THE NON-FINANCIAL INFORMATION
INCLUDED IN THE CONSOLIDATED MANAGEMENT
REPORT CORRESPONDING TO THE FINANCIAL
YEAR, CLOSED ON 31 DECEMBER 2020
|
Management
|
|
No
Action
|
|
|
|
|
|
|
3.1
|
APPROVAL
OF THE PROPOSED APPLICATION OF
RESULT CORRESPONDING TO 2020 FINANCIAL
YEAR
|
Management
|
|
No
Action
|
|
|
|
|
|
|
3.2
|
DISTRIBUTION
OF AVAILABLE RESERVES
|
Management
|
|
No
Action
|
|
|
|
|
|
|
4
|
APPROVAL
OF THE MANAGEMENT OF THE BOARD
OF DIRECTORS DURING THE 2020 FINANCIAL YEAR
|
Management
|
|
No
Action
|
|
|
|
|
|
|
5
|
AMENDMENT
OF ARTICLE 14 OF THE ARTICLES OF
ASSOCIATION TO REGULATE THE ATTENDANCE
AND PARTICIPATION IN THE GENERAL MEETING OF
SHAREHOLDERS BY ONLINE TELEMATIC MEANS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
6
|
DELEGATION
TO THE BOARD OF DIRECTORS OF
THE FACULTY TO ISSUE BONDS, OBLIGATIONS AND
OTHER FIXED INCOME SECURITIES, CONVERTIBLE
AND OR EXCHANGEABLE FOR SHARES IN THE
COMPANY OR EXCHANGEABLE FOR SHARES IN
OTHER COMPANIES, AS WELL AS WARRANTS AND
ANY OTHER FINANCIAL INSTRUMENTS GIVING THE
RIGHT TO ACQUIRE NEWLY ISSUED SHARES IN THE
COMPANY, FOR A PERIOD OF FIVE YEARS AND
WITH THE POWER, WHERE APPROPRIATE, TO
INCREASE THE SHARE CAPITAL AND TO EXCLUDE
PRE-EMPTIVE SUBSCRIPTION RIGHTS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7
|
DELEGATION
OF POWERS TO FORMALIZE ALL THE
RESOLUTIONS ADOPTED BY THE GENERAL
SHAREHOLDERS MEETING
|
Management
|
|
No
Action
|
|
|
|
|
|
|
WPP
AUNZ LIMITED
|
|
|
|
|
Security
|
Q9860J100
|
|
|
|
Meeting
Type
|
Scheme
Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
21-Apr-2021
|
|
|
|
ISIN
|
AU000000WPP3
|
|
|
|
Agenda
|
713694532
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1
|
THAT,
PURSUANT TO AND IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 411 OF THE
CORPORATIONS ACT 2001 (CTH), THE SCHEME OF
ARRANGEMENT PROPOSED BETWEEN WPP AUNZ
LIMITED AND THE HOLDERS OF ITS ORDINARY
SHARES (OTHER THAN CERTAIN EXCLUDED
SHAREHOLDERS), AS CONTAINED IN AND MORE
PARTICULARLY DESCRIBED IN THE SCHEME
BOOKLET OF WHICH THE NOTICE CONVENING THIS
MEETING FORMS PART, IS AGREED TO, WITH OR
WITHOUT ALTERATIONS OR CONDITIONS AS
APPROVED BY THE SUPREME COURT OF NEW
SOUTH WALES TO WHICH WPP AUNZ LTD AND
CAVENDISH SQUARE HOLDING B.V. AGREE
|
Management
|
|
For
|
|
For
|
|
|
|
|
CERVED
GROUP S.P.A.
|
|
|
|
|
Security
|
T2R840120
|
|
|
|
Meeting
Type
|
Annual
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
27-Apr-2021
|
|
|
|
ISIN
|
IT0005010423
|
|
|
|
Agenda
|
713908955
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT BENEFICIAL OWNER DETAILS
IS REQUIRED FOR THIS MEETING. IF NO-
BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR
INSTRUCTION MAY BE REJECTED. THANK-YOU.
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDER DETAILS ARE
REQUIRED TO VOTE AT THIS MEETING. IF-NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF
BEING REJECTED. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT THIS IS AN AMENDMENT TO
MEETING ID 539105 DUE TO RECEIPT OF-
ADDITIONAL RESOLUTION O.1.bis. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING-WILL BE
DISREGARDED IF VOTE DEADLINE EXTENSIONS
ARE GRANTED. THEREFORE PLEASE-REINSTRUCT
ON THIS MEETING NOTICE ON THE NEW JOB. IF
HOWEVER VOTE DEADLINE-EXTENSIONS ARE NOT
GRANTED IN THE MARKET, THIS MEETING WILL BE
CLOSED AND-YOUR VOTE INTENTIONS ON THE
ORIGINAL MEETING WILL BE APPLICABLE. PLEASE-
ENSURE VOTING IS SUBMITTED PRIOR TO CUTOFF
ON THE ORIGINAL MEETING, AND AS-SOON AS
POSSIBLE ON THIS NEW AMENDED MEETING.
THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
INTERMEDIARY
CLIENTS ONLY - PLEASE NOTE
THAT IF YOU ARE CLASSIFIED AS AN-
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE-PROVIDING
THE UNDERLYING SHAREHOLDER INFORMATION
AT THE VOTE INSTRUCTION-LEVEL. IF YOU ARE
UNSURE ON HOW TO PROVIDE THIS LEVEL OF
DATA TO BROADRIDGE-OUTSIDE OF PROXYEDGE,
PLEASE SPEAK TO YOUR DEDICATED CLIENT
SERVICE-REPRESENTATIVE FOR ASSISTANCE
|
Non-Voting
|
|
|
|
|
|
|
|
|
o.1.a
|
THE
ANNUAL FINANCIAL STATEMENTS AT 31
DECEMBER 2020; PRESENTATION OF THE
CONSOLIDATED FINANCIAL STATEMENTS AT 31
DECEMBER 2020; THE DIRECTORS', BOARD OF
STATUTORY AUDITORS' AND INDEPENDENT
AUDITORS' REPORTS: APPROVAL OF THE ANNUAL
FINANCIAL STATEMENTS; RELATED AND
CONSEQUENT RESOLUTIONS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
o.1.b
|
THE
ANNUAL FINANCIAL STATEMENTS AT 31
DECEMBER 2020; PRESENTATION OF THE
CONSOLIDATED FINANCIAL STATEMENTS AT 31
DECEMBER 2020; THE DIRECTORS', BOARD OF
STATUTORY AUDITORS' AND INDEPENDENT
AUDITORS' REPORTS: ALLOCATION OF THE
ANNUAL RESULT; RELATED AND CONSEQUENT
RESOLUTIONS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
o1bis
|
DISTRIBUTION
TO THE SHAREHOLDERS OF AN
EXTRAORDINARY DIVIDEND OF EUR0.50 (EURO
FIFTY CENTS) FOR EACH OUTSTANDING SHARE,
THROUGH THE USE OF THE AVAILABLE RESERVES,
EVEN IN THE ABSENCE OF A DISTRIBUTABLE
PROFIT; RELATED AND CONSEQUENT
RESOLUTIONS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
o.2.a
|
REPORT
ON REMUNERATION POLICY AND FEES
PAID PURSUANT TO ARTICLE 123-TER,
PARAGRAPHS 3-BIS AND 6 OF LEGISLATIVE
DECREE 58/98:BINDING RESOLUTION ON THE FIRST
SECTION RELATING TO THE REMUNERATION
POLICY, PREPARED PURSUANT TO ARTICLE 123-
TER PARAGRAPH 3 OF LEGISLATIVE DECREE 58/98
|
Management
|
|
No
Action
|
|
|
|
|
|
|
o.2.b
|
REPORT
ON REMUNERATION POLICY AND FEES
PAID PURSUANT TO ARTICLE 123-TER,
PARAGRAPHS 3-BIS AND 6 OF LEGISLATIVE
DECREE 58/98:NON-BINDING RESOLUTION ON THE
SECOND SECTION RELATING TO THE FEES PAID,
PREPARED PURSUANT TO ARTICLE 123-TER
PARAGRAPH 4 OF LEGISLATIVE DECREE 58/98
|
Management
|
|
No
Action
|
|
|
|
|
|
|
o.3
|
AUTHORISATION
FOR PURCHASE AND DISPOSAL
OF TREASURY SHARES, AFTER REVOCATION OF
THE PREVIOUS AUTHORISATION GRANTED BY THE
SHAREHOLDERS' MEETING ON 20 MAY 2020;
RELATED AND CONSEQUENT RESOLUTIONS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
o.4
|
APPOINTMENT
OF THE INDEPENDENT AUDITOR
FOR THE PERIOD 2023-2031 AND DETERMINATION
OF THE FEE. RELATED AND CONSEQUENT
RESOLUTIONS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
HUTTIG
BUILDING PRODUCTS, INC.
|
|
|
|
|
Security
|
448451104
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
HBP
|
|
|
|
Meeting
Date
|
27-Apr-2021
|
|
|
|
ISIN
|
US4484511047
|
|
|
|
Agenda
|
935350063
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
DIRECTOR
|
Management
|
|
|
|
|
|
|
|
|
|
1
|
Mr.
Delbert H. Tanner
|
|
|
|
For
|
|
For
|
|
|
|
|
|
2
|
Mr.
Donald L. Glass
|
|
|
|
For
|
|
For
|
|
|
|
|
2.
|
To
approve, by a non-binding advisory vote, the
compensation paid to our named executive officers.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
To
ratify the appointment of KPMG LLP as our
independent registered public accounting firm for the year
ending December 31, 2021.
|
Management
|
|
For
|
|
For
|
|
|
|
|
CUBIC
CORPORATION
|
|
|
|
|
Security
|
229669106
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
CUB
|
|
|
|
Meeting
Date
|
27-Apr-2021
|
|
|
|
ISIN
|
US2296691064
|
|
|
|
Agenda
|
935368262
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
Proposal
to adopt the Agreement and Plan of Merger,
dated as of February 7, 2021 (as may be amended from
time to time, the "merger agreement"), by and among
Cubic Corporation, a Delaware corporation (the
"Company"), Atlas CC Acquisition Corp., a Delaware
corporation ("Parent"), and Atlas Merger Sub Inc., a
Delaware corporation and a wholly owned subsidiary of
Parent ("Sub").
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
Proposal
to approve, by a non-binding advisory vote, the
compensation that may be paid or become payable to the
Company's named executive officers and that is based
on, or otherwise relates to, the merger of Sub with and
into the Company, as contemplated by the merger
agreement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
Proposal
to adjourn the special meeting from time to time
to a later date or time if necessary or appropriate,
including to solicit additional proxies in favor of the
proposal to adopt the merger agreement if there are
insufficient votes at the time of the special meeting to
adopt the merger agreement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
EWORK
GROUP AB
|
|
|
|
|
Security
|
W3287L106
|
|
|
|
Meeting
Type
|
Annual
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
28-Apr-2021
|
|
|
|
ISIN
|
SE0002402701
|
|
|
|
Agenda
|
713728585
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
AN
ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS
AN AGAINST VOTE IF THE MEETING-REQUIRES
APPROVAL FROM THE MAJORITY OF PARTICIPANTS
TO PASS A RESOLUTION
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
MARKET
RULES REQUIRE DISCLOSURE OF
BENEFICIAL OWNER INFORMATION FOR ALL
VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE-POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED-IN ORDER FOR YOUR
VOTE TO BE LODGED
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
IMPORTANT
MARKET PROCESSING REQUIREMENT:
A BENEFICIAL OWNER SIGNED POWER OF-
ATTORNEY (POA) IS REQUIRED IN ORDER TO
LODGE AND EXECUTE YOUR VOTING-
INSTRUCTIONS IN THIS MARKET. ABSENCE OF A
POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE
REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE
CONTACT YOUR CLIENT SERVICE-
REPRESENTATIVE
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDER DETAILS ARE
REQUIRED TO VOTE AT THIS MEETING. IF-NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF
BEING REJECTED. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
OPEN
MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
2
|
ELECT
CHAIRMAN OF MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
3
|
PREPARE
AND APPROVE LIST OF SHAREHOLDERS
|
Non-Voting
|
|
|
|
|
|
|
|
|
4
|
DESIGNATE
INSPECTOR(S) OF MINUTES OF
MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
5
|
ACKNOWLEDGE
PROPER CONVENING OF MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
6
|
APPROVE
AGENDA OF MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
7
|
RECEIVE
PRESIDENT'S REPORT
|
Non-Voting
|
|
|
|
|
|
|
|
|
8
|
RECEIVE
FINANCIAL STATEMENTS AND
STATUTORY REPORTS
|
Non-Voting
|
|
|
|
|
|
|
|
|
9.A
|
ACCEPT
FINANCIAL STATEMENTS AND STATUTORY
REPORTS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
9.B
|
APPROVE
ALLOCATION OF INCOME AND DIVIDENDS
OF SEK 4.50 PER SHARE
|
Management
|
|
No
Action
|
|
|
|
|
|
|
9.C
|
APPROVE
DISCHARGE OF BOARD AND PRESIDENT
|
Management
|
|
No
Action
|
|
|
|
|
|
|
10
|
DETERMINE
NUMBER OF MEMBERS (7) AND
DEPUTY MEMBERS (0) OF BOARD DETERMINE
NUMBER OF AUDITORS (1) AND DEPUTY AUDITORS
(0)
|
Management
|
|
No
Action
|
|
|
|
|
|
|
11
|
APPROVE
REMUNERATION OF DIRECTORS IN THE
AMOUNT OF SEK 324,000 FOR CHAIRMAN AND SEK
162,000 FOR OTHER DIRECTORS APPROVE
REMUNERATION OF AUDITORS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
12
|
REELECT
STAFFAN SALEN (CHAIRPERSON),
MAGNUS BERGLIND, DANBERLIN, MERNOSH
SAATCHI, JOHANQVIBERG, FRIDA WESTERBERG
AND ERIKAFORS AS DIRECTORS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
13
|
RATIFY
KPMG AS AUDITORS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
14
|
APPROVE
REMUNERATION REPORT
|
Management
|
|
No
Action
|
|
|
|
|
|
|
15
|
AMEND
ARTICLES RE PROXIES AND POSTAL
BALLOTS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
16
|
CLOSE
MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
INTERMEDIARY
CLIENTS ONLY - PLEASE NOTE
THAT IF YOU ARE CLASSIFIED AS AN-
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE-PROVIDING
THE UNDERLYING SHAREHOLDER INFORMATION
AT THE VOTE INSTRUCTION-LEVEL. IF YOU ARE
UNSURE ON HOW TO PROVIDE THIS LEVEL OF
DATA TO BROADRIDGE-OUTSIDE OF PROXY EDGE,
PLEASE SPEAK TO YOUR DEDICATED CLIENT
SERVICE-REPRESENTATIVE FOR ASSISTANCE.
THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
EXACTEARTH
LTD
|
|
|
|
|
Security
|
30064C103
|
|
|
|
Meeting
Type
|
MIX
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
28-Apr-2021
|
|
|
|
ISIN
|
CA30064C1032
|
|
|
|
Agenda
|
713756293
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDERS ARE
ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST'-ONLY
FOR RESOLUTION 3 AND 'IN FAVOR' OR 'ABSTAIN'
ONLY FOR RESOLUTION NUMBERS-1.1 TO 1.6 AND
2. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
1.1
|
ELECTION
OF DIRECTOR: PETER MABSON
|
Management
|
|
For
|
|
For
|
|
|
|
|
1.2
|
ELECTION
OF DIRECTOR: ERIC ZAHLER
|
Management
|
|
Abstain
|
|
Against
|
|
|
|
|
1.3
|
ELECTION
OF DIRECTOR: MIGUEL ANGEL PANDURO
PANADERO
|
Management
|
|
For
|
|
For
|
|
|
|
|
1.4
|
ELECTION
OF DIRECTOR: MIGUEL ANGEL GARCIA
PRIMO
|
Management
|
|
For
|
|
For
|
|
|
|
|
1.5
|
ELECTION
OF DIRECTOR: HARVEY REIN
|
Management
|
|
For
|
|
For
|
|
|
|
|
1.6
|
ELECTION
OF DIRECTOR: LEE MATHESON
|
Management
|
|
For
|
|
For
|
|
|
|
|
2
|
APPOINTMENT
OF ERNST & YOUNG LLP AS
AUDITORS OF THE CORPORATION FOR THE
ENSUING YEAR AND AUTHORIZING THE
DIRECTORS TO FIX THEIR REMUNERATION
|
Management
|
|
For
|
|
For
|
|
|
|
|
3
|
TO
APPROVE THE SHARE UNIT PLAN AND STOCK
OPTION PLAN RESOLUTION (AS DEFINED IN THE
ACCOMPANYING MANAGEMENT INFORMATION
CIRCULAR) FOR THE MEETING (THE "CIRCULAR").
APPROVING THE AMENDMENTS TO EACH OF THE
AMENDED AND RESTATED STOCK OPTION PLAN
AND AMENDED AND RESTATED SHARE UNIT PLAN
(AS EACH IS DEFINED IN THE CIRCULAR) AND ALL
UNALLOCATED OPTIONS AND SHARE UNITS (AS
EACH IS DEFINED IN THE CIRCULAR) UNDER EACH
OF THE STOCK OPTION PLAN AND SHARE UNIT
PLAN RESPECTIVELY
|
Management
|
|
Abstain
|
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Against
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|
CORELOGIC,
INC.
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|
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Security
|
21871D103
|
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|
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Meeting
Type
|
Special
|
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Ticker
Symbol
|
CLGX
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Meeting
Date
|
28-Apr-2021
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|
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|
ISIN
|
US21871D1037
|
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|
|
Agenda
|
935382046
- Management
|
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|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
Proposal
to adopt the Agreement and Plan of Merger,
dated as of February 4, 2021 (as it may be amended
from time to time, the "Merger Agreement"), by and
among Celestial-Saturn Parent Inc., Celestial-Saturn
Merger Sub Inc., and CoreLogic, Inc.
|
Management
|
|
For
|
|
For
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|
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|
2.
|
Non-binding,
advisory proposal to approve compensation
that will or may become payable by CoreLogic, Inc. to its
named executive officers in connection with the merger
contemplated by the Merger Agreement.
|
Management
|
|
For
|
|
For
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|
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|
|
SILTRONIC
AG
|
|
|
|
|
Security
|
D6948S122
|
|
|
|
Meeting
Type
|
Annual
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
29-Apr-2021
|
|
|
|
ISIN
|
DE000WAF3019
|
|
|
|
Agenda
|
713711706
- Management
|
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|
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|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDER DETAILS ARE
REQUIRED TO VOTE AT THIS MEETING. IF-NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF
BEING REJECTED. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT FOLLOWING THE AMENDMENT
TO PARAGRAPH 21 OF THE SECURITIES-TRADE
ACT ON 9TH JULY 2015 AND THE OVER-RULING OF
THE DISTRICT COURT IN-COLOGNE JUDGMENT
FROM 6TH JUNE 2012 THE VOTING PROCESS HAS
NOW CHANGED WITH-REGARD TO THE GERMAN
REGISTERED SHARES. AS A RESULT, IT IS NOW
THE-RESPONSIBILITY OF THE END-INVESTOR (I.E.
FINAL BENEFICIARY) AND NOT THE-INTERMEDIARY
TO DISCLOSE RESPECTIVE FINAL BENEFICIARY
VOTING RIGHTS THEREFORE-THE CUSTODIAN
BANK / AGENT IN THE MARKET WILL BE SENDING
THE VOTING DIRECTLY-TO MARKET AND IT IS THE
END INVESTORS RESPONSIBILITY TO ENSURE THE-
REGISTRATION ELEMENT IS COMPLETE WITH THE
ISSUER DIRECTLY, SHOULD THEY HOLD-MORE
THAN 3 % OF THE TOTAL SHARE CAPITAL
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
THE
VOTE/REGISTRATION DEADLINE AS
DISPLAYED ON PROXYEDGE IS SUBJECT TO
CHANGE-AND WILL BE UPDATED AS SOON AS
BROADRIDGE RECEIVES CONFIRMATION FROM
THE SUB-CUSTODIANS REGARDING THEIR
INSTRUCTION DEADLINE. FOR ANY QUERIES
PLEASE-CONTACT YOUR CLIENT SERVICES
REPRESENTATIVE
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
ACCORDING
TO GERMAN LAW, IN CASE OF
SPECIFIC CONFLICTS OF INTEREST IN-
CONNECTION WITH SPECIFIC ITEMS OF THE
AGENDA FOR THE GENERAL MEETING YOU ARE-
NOT ENTITLED TO EXERCISE YOUR VOTING
RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT-BE
EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS
HAS REACHED CERTAIN THRESHOLDS-AND YOU
HAVE NOT COMPLIED WITH ANY OF YOUR
MANDATORY VOTING RIGHTS-NOTIFICATIONS
PURSUANT TO THE GERMAN SECURITIES TRADING
ACT (WPHG). FOR-QUESTIONS IN THIS REGARD
|
Non-Voting
|
|
|
|
|
|
|
|
|
|
PLEASE
CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE-FOR CLARIFICATION. IF YOU DO
NOT HAVE ANY INDICATION REGARDING SUCH
CONFLICT-OF INTEREST, OR ANOTHER EXCLUSION
FROM VOTING, PLEASE SUBMIT YOUR VOTE AS-
USUAL
|
|
|
|
|
|
|
|
|
|
|
|
CMMT
|
FURTHER
INFORMATION ON COUNTER PROPOSALS
CAN BE FOUND DIRECTLY ON THE-ISSUER'S
WEBSITE (PLEASE REFER TO THE MATERIAL URL
SECTION OF THE-APPLICATION). IF YOU WISH TO
ACT ON THESE ITEMS, YOU WILL NEED TO
REQUEST A-MEETING ATTEND AND VOTE YOUR
SHARES DIRECTLY AT THE COMPANY'S MEETING.-
COUNTER PROPOSALS CANNOT BE REFLECTED IN
THE BALLOT ON PROXYEDGE
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
INTERMEDIARY
CLIENTS ONLY - PLEASE NOTE
THAT IF YOU ARE CLASSIFIED AS AN-
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE-PROVIDING
THE UNDERLYING SHAREHOLDER INFORMATION
AT THE VOTE INSTRUCTION-LEVEL. IF YOU ARE
UNSURE ON HOW TO PROVIDE THIS LEVEL OF
DATA TO BROADRIDGE-OUTSIDE OF PROXYEDGE,
PLEASE SPEAK TO YOUR DEDICATED CLIENT
SERVICE-REPRESENTATIVE FOR ASSISTANCE
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
AS
WELL AS THE COMBINED MANAGEMENT
REPORT FOR SILTRONIC AG AND THE GROUP AS-
OF DECEMBER 31, 2020, AS WELL AS THE REPORT
OF THE SUPERVISORY BOARD FOR THE-2020
FINANCIAL YEAR AND THE EXPLANATORY REPORT
BY THE EXECUTIVE BOARD ON THE-INFORMATION
PURSUANT TO SECTIONS 289A, 315A HGB
PRESENTATION OF THE APPROVED-ANNUAL
FINANCIAL STATEMENTS AND THE APPROVED
CONSOLIDATED FINANCIAL-STATEMENTS
|
Non-Voting
|
|
|
|
|
|
|
|
|
2
|
RESOLUTION
ON THE USE OF THE NET PROFIT OF
SILTRONIC AG TO DISTRIBUTE A DIVIDEND
|
Management
|
|
No
Action
|
|
|
|
|
|
|
3
|
RESOLUTION
ON THE DISCHARGE OF THE
MEMBERS OF THE BOARD OF DIRECTORS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
4
|
RESOLUTION
ON THE DISCHARGE OF THE
MEMBERS OF THE SUPERVISORY BOARD
|
Management
|
|
No
Action
|
|
|
|
|
|
|
5
|
ELECTION
OF THE AUDITOR
|
Management
|
|
No
Action
|
|
|
|
|
|
|
6.A
|
RESOLUTIONS
ON AMENDMENTS TO THE ARTICLES
OF ASSOCIATION WITH REGARD TO THE ACT TO
IMPLEMENT THE SECOND SHAREHOLDERS'
DIRECTIVE (ARUG II) - AMENDMENT TO SECTION 1
(5)
|
Management
|
|
No
Action
|
|
|
|
|
|
|
6.B
|
RESOLUTIONS
ON AMENDMENTS TO THE ARTICLES
OF ASSOCIATION WITH REGARD TO THE ACT TO
IMPLEMENT THE SECOND SHAREHOLDERS'
DIRECTIVE (ARUG II) - AMENDMENT TO SECTION 4
(2)
|
Management
|
|
No
Action
|
|
|
|
|
|
|
CMMT
|
07
APR 2021: PLEASE NOTE THAT IF YOU HOLD
CREST DEPOSITORY INTERESTS (CDIS)-AND
PARTICIPATE AT THIS MEETING, YOU (OR YOUR
CREST SPONSORED-MEMBER/CUSTODIAN) WILL BE
REQUIRED TO INSTRUCT A TRANSFER OF THE
RELEVANT-CDIS TO THE ESCROW ACCOUNT
SPECIFIED IN THE ASSOCIATED CORPORATE
EVENT IN THE-CREST SYSTEM. THIS TRANSFER
WILL NEED TO BE COMPLETED BY THE SPECIFIED
CREST-SYSTEM DEADLINE. ONCE THIS TRANSFER
HAS SETTLED, THE CDIS WILL BE BLOCKED IN-THE
CREST SYSTEM. THE CDIS WILL BE RELEASED
FROM ESCROW AS SOON AS-PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE-SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE-
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS-
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION-AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE-
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST-
SPONSORED MEMBER/CUSTODIAN DIRECTLY FOR
FURTHER INFORMATION ON THE CUSTODY-
PROCESS AND WHETHER OR NOT THEY REQUIRE
SEPARATE INSTRUCTIONS FROM YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
07
APR 2021: PLEASE NOTE THAT THIS IS A
REVISION DUE TO ADDITION OF COMMENT.-IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
SILTRONIC
AG
|
|
|
|
|
Security
|
D6948S114
|
|
|
|
Meeting
Type
|
Annual
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
29-Apr-2021
|
|
|
|
ISIN
|
DE000WAF3001
|
|
|
|
Agenda
|
713717847
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDER DETAILS ARE
REQUIRED TO VOTE AT THIS MEETING. IF-NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF
BEING REJECTED. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
FROM
10TH FEBRUARY, BROADRIDGE WILL CODE
ALL AGENDAS FOR GERMAN MEETINGS IN-ENGLISH
ONLY. IF YOU WISH TO SEE THE AGENDA IN
GERMAN, THIS WILL BE MADE-AVAILABLE AS A LINK
UNDER THE 'MATERIAL URL' DROPDOWN AT THE
TOP OF THE-BALLOT. THE GERMAN AGENDAS FOR
ANY EXISTING OR PAST MEETINGS WILL REMAIN
IN-PLACE. FOR FURTHER INFORMATION, PLEASE
CONTACT YOUR CLIENT SERVICE-
REPRESENTATIVE
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT FOLLOWING THE AMENDMENT
TO PARAGRAPH 21 OF THE SECURITIES-TRADE
ACT ON 9TH JULY 2015 AND THE OVER-RULING OF
THE DISTRICT COURT IN-COLOGNE JUDGMENT
FROM 6TH JUNE 2012 THE VOTING PROCESS HAS
NOW CHANGED WITH-REGARD TO THE GERMAN
REGISTERED SHARES. AS A RESULT, IT IS NOW
THE-RESPONSIBILITY OF THE END-INVESTOR (I.E.
FINAL BENEFICIARY) AND NOT THE-INTERMEDIARY
TO DISCLOSE RESPECTIVE FINAL BENEFICIARY
VOTING RIGHTS THEREFORE-THE CUSTODIAN
BANK / AGENT IN THE MARKET WILL BE SENDING
THE VOTING DIRECTLY-TO MARKET AND IT IS THE
END INVESTORS RESPONSIBILITY TO ENSURE THE-
REGISTRATION ELEMENT IS COMPLETE WITH THE
ISSUER DIRECTLY, SHOULD THEY HOLD-MORE
THAN 3 % OF THE TOTAL SHARE CAPITAL
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
THE
VOTE/REGISTRATION DEADLINE AS
DISPLAYED ON PROXYEDGE IS SUBJECT TO
CHANGE-AND WILL BE UPDATED AS SOON AS
BROADRIDGE RECEIVES CONFIRMATION FROM
THE SUB-CUSTODIANS REGARDING THEIR
INSTRUCTION DEADLINE. FOR ANY QUERIES
PLEASE-CONTACT YOUR CLIENT SERVICES
REPRESENTATIVE
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
ACCORDING
TO GERMAN LAW, IN CASE OF
SPECIFIC CONFLICTS OF INTEREST IN-
CONNECTION WITH SPECIFIC ITEMS OF THE
AGENDA FOR THE GENERAL MEETING YOU ARE-
NOT ENTITLED TO EXERCISE YOUR VOTING
RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT-BE
|
Non-Voting
|
|
|
|
|
|
|
|
|
|
EXCLUDED
WHEN YOUR SHARE IN VOTING RIGHTS
HAS REACHED CERTAIN THRESHOLDS-AND YOU
HAVE NOT COMPLIED WITH ANY OF YOUR
MANDATORY VOTING RIGHTS-NOTIFICATIONS
PURSUANT TO THE GERMAN SECURITIES TRADING
ACT (WPHG). FOR-QUESTIONS IN THIS REGARD
PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE-FOR CLARIFICATION. IF YOU DO
NOT HAVE ANY INDICATION REGARDING SUCH
CONFLICT-OF INTEREST, OR ANOTHER EXCLUSION
FROM VOTING, PLEASE SUBMIT YOUR VOTE AS-
USUAL
|
|
|
|
|
|
|
|
|
|
|
|
CMMT
|
FURTHER
INFORMATION ON COUNTER PROPOSALS
CAN BE FOUND DIRECTLY ON THE-ISSUER'S
WEBSITE (PLEASE REFER TO THE MATERIAL URL
SECTION OF THE-APPLICATION). IF YOU WISH TO
ACT ON THESE ITEMS, YOU WILL NEED TO
REQUEST A-MEETING ATTEND AND VOTE YOUR
SHARES DIRECTLY AT THE COMPANY'S MEETING.-
COUNTER PROPOSALS CANNOT BE REFLECTED IN
THE BALLOT ON PROXYEDGE
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT THIS IS AN AMENDMENT TO
MEETING ID 534301 DUE TO SPLITTING-OF
RESOLUTIONS 6. ALL VOTES RECEIVED ON THE
PREVIOUS MEETING WILL BE-DISREGARDED AND
YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
RECEIVE
FINANCIAL STATEMENTS AND
STATUTORY REPORTS FOR FISCAL YEAR 2020
|
Non-Voting
|
|
|
|
|
|
|
|
|
2
|
APPROVE
ALLOCATION OF INCOME AND DIVIDENDS
OF EUR2.00 PER SHARE
|
Management
|
|
No
Action
|
|
|
|
|
|
|
3
|
APPROVE
DISCHARGE OF MANAGEMENT BOARD
FOR FISCAL YEAR 2020
|
Management
|
|
No
Action
|
|
|
|
|
|
|
4
|
APPROVE
DISCHARGE OF SUPERVISORY BOARD
FOR FISCAL YEAR 2020
|
Management
|
|
No
Action
|
|
|
|
|
|
|
5
|
RATIFY
KPMG AG AS AUDITORS FOR FISCAL YEAR
2021
|
Management
|
|
No
Action
|
|
|
|
|
|
|
6.1
|
AMEND
ARTICLES RE: REMOTE DATA
TRANSMISSION OF INFORMATION TO THE
SHAREHOLDERS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
6.2
|
AMEND
ARTICLES RE: INFORMATION FOR
REGISTRATION IN THE SHARE REGISTER
|
Management
|
|
No
Action
|
|
|
|
|
|
|
CMMT
|
07
APR 2021: PLEASE NOTE THAT IF YOU HOLD
CREST DEPOSITORY INTERESTS (CDIS)-AND
PARTICIPATE AT THIS MEETING, YOU (OR YOUR
CREST SPONSORED-MEMBER/CUSTODIAN) WILL BE
REQUIRED TO INSTRUCT A TRANSFER OF THE
RELEVANT-CDIS TO THE ESCROW ACCOUNT
SPECIFIED IN THE ASSOCIATED CORPORATE
EVENT IN THE-CREST SYSTEM. THIS TRANSFER
WILL NEED TO BE COMPLETED BY THE SPECIFIED
CREST-SYSTEM DEADLINE. ONCE THIS TRANSFER
HAS SETTLED, THE CDIS WILL BE BLOCKED IN-THE
|
Non-Voting
|
|
|
|
|
|
|
|
|
|
CREST
SYSTEM. THE CDIS WILL BE RELEASED
FROM ESCROW AS SOON AS-PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE-SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE-
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS-
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION-AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE-
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST-
SPONSORED MEMBER/CUSTODIAN DIRECTLY FOR
FURTHER INFORMATION ON THE CUSTODY-
PROCESS AND WHETHER OR NOT THEY REQUIRE
SEPARATE INSTRUCTIONS FROM YOU
|
|
|
|
|
|
|
|
|
|
|
|
CMMT
|
07
APR 2021: PLEASE NOTE THAT THIS IS A
REVISION DUE TO ADDITION OF COMMENT.-IF YOU
HAVE ALREADY SENT IN YOUR VOTES TO MID
535621, PLEASE DO NOT VOTE-AGAIN UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
FLUTTER
ENTERTAINMENT PLC
|
|
|
|
|
Security
|
G3643J108
|
|
|
|
Meeting
Type
|
Annual
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
29-Apr-2021
|
|
|
|
ISIN
|
IE00BWT6H894
|
|
|
|
Agenda
|
713737394
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDER DETAILS ARE
REQUIRED TO VOTE AT THIS MEETING. IF-NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF
BEING REJECTED. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
FOLLOWING
A REVIEW OF THE COMPANY'S
AFFAIRS, TO RECEIVE AND CONSIDER THE
COMPANY'S FINANCIAL STATEMENTS AND THE
REPORTS OF THE DIRECTORS AND AUDITOR
THEREON
|
Management
|
|
No
Action
|
|
|
|
|
|
|
2
|
TO
RECEIVE AND CONSIDER THE REMUNERATION
CHAIR'S STATEMENT AND THE ANNUAL REPORT ON
REMUNERATION
|
Management
|
|
No
Action
|
|
|
|
|
|
|
3.A
|
TO
RE-ELECT ZILLAH BYNG-THORNE
|
Management
|
|
No
Action
|
|
|
|
|
|
|
3.B
|
TO
RE-ELECT MICHAEL CAWLEY
|
Management
|
|
No
Action
|
|
|
|
|
|
|
3.C
|
TO
RE-ELECT NANCY CRUICKSHANK
|
Management
|
|
No
Action
|
|
|
|
|
|
|
3.D
|
TO
RE-ELECT RICHARD FLINT
|
Management
|
|
No
Action
|
|
|
|
|
|
|
3.E
|
TO
RE-ELECT ANDREW HIGGINSON
|
Management
|
|
No
Action
|
|
|
|
|
|
|
3.F
|
TO
RE-ELECT JONATHAN HILL
|
Management
|
|
No
Action
|
|
|
|
|
|
|
3.G
|
TO
RE-ELECT ALFRED F. HURLEY JR
|
Management
|
|
No
Action
|
|
|
|
|
|
|
3.H
|
TO
RE-ELECT PETER JACKSON
|
Management
|
|
No
Action
|
|
|
|
|
|
|
3.I
|
TO
RE-ELECT DAVID LAZZARATO
|
Management
|
|
No
Action
|
|
|
|
|
|
|
3.J
|
TO
RE-ELECT GARY MCGANN
|
Management
|
|
No
Action
|
|
|
|
|
|
|
3.K
|
TO
RE-ELECT MARY TURNER
|
Management
|
|
No
Action
|
|
|
|
|
|
|
4
|
TO
AUTHORISE THE DIRECTORS TO FIX THE
REMUNERATION OF THE EXTERNAL AUDITOR FOR
THE YEAR ENDING 31 DECEMBER 2021
|
Management
|
|
No
Action
|
|
|
|
|
|
|
5
|
SPECIAL
RESOLUTION TO MAINTAIN THE EXISTING
AUTHORITY TO CONVENE AN EXTRAORDINARY
GENERAL MEETING ON 14 CLEAR DAYS' NOTICE
|
Management
|
|
No
Action
|
|
|
|
|
|
|
6
|
ORDINARY
RESOLUTION TO AUTHORISE THE
DIRECTORS TO ALLOT SHARES
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7.A
|
SPECIAL
RESOLUTION TO DISAPPLY STATUTORY
PRE-EMPTION RIGHTS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7.B
|
SPECIAL
RESOLUTION TO DISAPPLY ADDITIONAL
STATUTORY PRE-EMPTION RIGHTS IN
CONNECTION WITH ACQUISITIONS/SPECIFIED
CAPITAL INVESTMENTS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
8
|
SPECIAL
RESOLUTION TO AUTHORISE THE
COMPANY TO MAKE MARKET PURCHASES OF ITS
OWN SHARES
|
Management
|
|
No
Action
|
|
|
|
|
|
|
9
|
SPECIAL
RESOLUTION TO DETERMINE THE PRICE
RANGE AT WHICH TREASURY SHARES MAY BE
REISSUED OFF-MARKET
|
Management
|
|
No
Action
|
|
|
|
|
|
|
10
|
ORDINARY
RESOLUTION TO CAPITALISE AMOUNTS
STANDING TO THE CREDIT OF THE COMPANY'S
MERGER RESERVE ACCOUNT
|
Management
|
|
No
Action
|
|
|
|
|
|
|
11
|
SPECIAL
RESOLUTION TO SEEK AUTHORITY TO
REDUCE THE COMPANY CAPITAL OF THE
COMPANY
|
Management
|
|
No
Action
|
|
|
|
|
|
|
CMMT
|
02
APR 2021: INTERMEDIARY CLIENTS ONLY -
PLEASE NOTE THAT IF YOU ARE-CLASSIFIED AS AN
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE-II, YOU SHOULD BE PROVIDING
THE UNDERLYING SHAREHOLDER INFORMATION
AT THE-VOTE INSTRUCTION LEVEL. IF YOU ARE
UNSURE ON HOW TO PROVIDE THIS LEVEL OF-
DATA TO BROADRIDGE OUTSIDE OF PROXYEDGE,
PLEASE SPEAK TO YOUR DEDICATED-CLIENT
SERVICE REPRESENTATIVE FOR ASSISTANCE
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
02
APR 2021: PLEASE NOTE THAT THE MEETING
REVISED DUE TO ADDITION OF COMMENT.-IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
|
Non-Voting
|
|
|
|
|
|
|
|
|
CANFOR
CORPORATION
|
|
|
|
|
Security
|
137576104
|
|
|
|
Meeting
Type
|
Annual
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
29-Apr-2021
|
|
|
|
ISIN
|
CA1375761048
|
|
|
|
Agenda
|
713815578
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDERS ARE
ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST'-ONLY
FOR RESOLUTION 1 AND 'IN FAVOR' OR 'ABSTAIN'
ONLY FOR RESOLUTION NUMBERS-2.1 TO 2.12 AND
3. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
SET
THE NUMBER OF DIRECTORS AT TWELVE
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.1
|
ELECTION
OF DIRECTOR: CONRAD A. PINETTE
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.2
|
ELECTION
OF DIRECTOR: GLEN D. CLARK
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.3
|
ELECTION
OF DIRECTOR: ROSS S. SMITH
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.4
|
ELECTION
OF DIRECTOR: WILLIAM W. STINSON
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.5
|
ELECTION
OF DIRECTOR: FREDERICK T. STIMPSON
III
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.6
|
ELECTION
OF DIRECTOR: DIETER W. JENTSCH
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.7
|
ELECTION
OF DIRECTOR: DIANNE L. WATTS
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.8
|
ELECTION
OF DIRECTOR: RYAN BARRINGTON-
FOOTE
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.9
|
ELECTION
OF DIRECTOR: JOHN R. BAIRD
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.10
|
ELECTION
OF DIRECTOR: M. DALLAS H. ROSS
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.11
|
ELECTION
OF DIRECTOR: ANDERS OHLNER
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.12
|
ELECTION
OF DIRECTOR: DONALD B. KAYNE
|
Management
|
|
For
|
|
For
|
|
|
|
|
3
|
APPOINTMENT
OF KPMG LLP, CHARTERED
ACCOUNTANTS, AS AUDITORS
|
Management
|
|
For
|
|
For
|
|
|
|
|
COREM
PROPERTY GROUP AB
|
|
|
|
|
Security
|
W2R19Q152
|
|
|
|
Meeting
Type
|
Annual
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
29-Apr-2021
|
|
|
|
ISIN
|
SE0010714287
|
|
|
|
Agenda
|
713900656
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
AN
ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS
AN AGAINST VOTE IF THE MEETING-REQUIRES
APPROVAL FROM THE MAJORITY OF PARTICIPANTS
TO PASS A RESOLUTION
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
MARKET
RULES REQUIRE DISCLOSURE OF
BENEFICIAL OWNER INFORMATION FOR ALL
VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE-POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED-IN ORDER FOR YOUR
VOTE TO BE LODGED
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
IMPORTANT
MARKET PROCESSING REQUIREMENT:
A BENEFICIAL OWNER SIGNED POWER OF-
ATTORNEY (POA) IS REQUIRED IN ORDER TO
LODGE AND EXECUTE YOUR VOTING-
INSTRUCTIONS IN THIS MARKET. ABSENCE OF A
POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE
REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE
CONTACT YOUR CLIENT SERVICE-
REPRESENTATIVE
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDER DETAILS ARE
REQUIRED TO VOTE AT THIS MEETING. IF-NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF
BEING REJECTED. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT THIS IS AN AMENDMENT TO
MEETING ID 528773 DUE TO RECEIPT OF-UPDATED
AGENDA. ALL VOTES RECEIVED ON THE PREVIOUS
MEETING WILL BE-DISREGARDED AND YOU WILL
NEED TO REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
INTERMEDIARY
CLIENTS ONLY - PLEASE NOTE
THAT IF YOU ARE CLASSIFIED AS AN-
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE-PROVIDING
THE UNDERLYING SHAREHOLDER INFORMATION
AT THE VOTE INSTRUCTION-LEVEL. IF YOU ARE
UNSURE ON HOW TO PROVIDE THIS LEVEL OF
DATA TO BROADRIDGE-OUTSIDE OF PROXYEDGE,
PLEASE SPEAK TO YOUR DEDICATED CLIENT
SERVICE-REPRESENTATIVE FOR ASSISTANCE
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
ELECT
CHAIRMAN OF MEETING: PATRIK ESSEHORN
|
Non-Voting
|
|
|
|
|
|
|
|
|
2
|
PREPARE
AND APPROVE LIST OF SHAREHOLDERS
|
Non-Voting
|
|
|
|
|
|
|
|
|
3
|
APPROVE
AGENDA OF MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
4
|
DESIGNATE
INSPECTOR(S) OF MINUTES OF
MEETING: MIA ARNHULT, SOFIA AULIN
|
Non-Voting
|
|
|
|
|
|
|
|
|
5
|
ACKNOWLEDGE
PROPER CONVENING OF MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
6
|
RECEIVE
FINANCIAL STATEMENTS AND
STATUTORY REPORTS
|
Non-Voting
|
|
|
|
|
|
|
|
|
7.A
|
ACCEPT
FINANCIAL STATEMENTS AND STATUTORY
REPORTS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7.B
|
APPROVE
ALLOCATION OF INCOME AND DIVIDENDS
OF SEK 0.65 PER ORDINARY SHARE OF CLASS A
AND CLASS B, AND SEK 20.00 PER PREFERENCE
SHARE
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7.C.I
|
APPROVE
DISCHARGE OF BOARD AND PRESIDENT:
PATRIK ESSEHORN
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7.CII
|
APPROVE
DISCHARGE OF BOARD AND PRESIDENT:
CHRISTINA TILLMAN
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7CIII
|
APPROVE
DISCHARGE OF BOARD AND PRESIDENT:
FREDRIK RAPP
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7.CIV
|
APPROVE
DISCHARGE OF BOARD AND PRESIDENT:
RUTGER ARNHULT
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7.C.V
|
APPROVE
DISCHARGE OF BOARD AND PRESIDENT:
KATARINA KLINGSPOR
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7.CVI
|
APPROVE
DISCHARGE OF BOARD AND PRESIDENT:
MAGNUS UGGLA
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7CVII
|
APPROVE
DISCHARGE OF BOARD AND PRESIDENT:
EVA LANDEN
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7.D
|
APPROVE
RECORD DATES FOR DIVIDEND
PAYMENT
|
Management
|
|
No
Action
|
|
|
|
|
|
|
8.1
|
DETERMINE
NUMBER OF MEMBERS (5) AND
DEPUTY MEMBERS (0) OF BOARD
|
Management
|
|
No
Action
|
|
|
|
|
|
|
8.2
|
DETERMINE
NUMBER OF AUDITORS (1) AND
DEPUTY AUDITORS (0)
|
Management
|
|
No
Action
|
|
|
|
|
|
|
9.1
|
APPROVE
REMUNERATION OF DIRECTORS IN THE
AMOUNT OF SEK 320,000 TO CHAIRMAN AND SEK
180,000 TO OTHER DIRECTORS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
9.2
|
APPROVE
REMUNERATION OF AUDITOR
|
Management
|
|
No
Action
|
|
|
|
|
|
|
10.1
|
REELECT
PATRIK ESSEHORN
|
Management
|
|
No
Action
|
|
|
|
|
|
|
10.2
|
REELECT
CHRISTINA TILLMAN
|
Management
|
|
No
Action
|
|
|
|
|
|
|
10.3
|
REELECT
FREDRIK RAPP
|
Management
|
|
No
Action
|
|
|
|
|
|
|
10.4
|
REELECT
KATARINA KLINGSPOR
|
Management
|
|
No
Action
|
|
|
|
|
|
|
10.5
|
REELECT
MAGNUS UGGLA
|
Management
|
|
No
Action
|
|
|
|
|
|
|
10.6
|
REELECT
PATRIK ESSEHORN (CHAIR)
|
Management
|
|
No
Action
|
|
|
|
|
|
|
10.7
|
RATIFY
ERNST YOUNG AS AUDITORS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
11
|
APPROVE
REMUNERATION REPORT
|
Management
|
|
No
Action
|
|
|
|
|
|
|
12
|
AUTHORIZE
CHAIRMAN OF BOARD AND
REPRESENTATIVES OF THREE OF COMPANY'S
LARGEST SHAREHOLDERS TO SERVE ON
NOMINATING COMMITTEE
|
Management
|
|
No
Action
|
|
|
|
|
|
|
13.A
|
AMEND
ARTICLES RE EQUITY RELATED
|
Management
|
|
No
Action
|
|
|
|
|
|
|
13.B
|
AMEND
ARTICLES RE DEPUTY BOARD MEMBERS
EDITORIAL CHANGES
|
Management
|
|
No
Action
|
|
|
|
|
|
|
14
|
APPROVE
ISSUANCE OF SHARES FOR A PRIVATE
PLACEMENT TO KLOVERN AB
|
Management
|
|
No
Action
|
|
|
|
|
|
|
15
|
APPROVE
SEK 7.2 MILLION REDUCTION IN SHARE
CAPITAL VIA PREFERENCE SHARE CANCELLATION
APPROVE ISSUANCE OF SEK 8.1 MILLION COMMON
CLASS D SHARES AS PAYMENT (REDEMPTION
OFFER)
|
Management
|
|
No
Action
|
|
|
|
|
|
|
16
|
APPROVE
CREATION OF POOL OF CAPITAL
WITHOUT PRE-EMPTIVE RIGHTS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
17
|
AUTHORIZE
SHARE REPURCHASE PROGRAM AND
REISSUANCE OF REPURCHASED SHARES
|
Management
|
|
No
Action
|
|
|
|
|
|
|
18
|
AUTHORIZE
EDITORIAL CHANGES TO ADOPTED
RESOLUTIONS IN CONNECTION WITH
REGISTRATION WITH SWEDISH AUTHORITIES
|
Management
|
|
No
Action
|
|
|
|
|
|
|
ENDESA
SA
|
|
|
|
|
Security
|
E41222113
|
|
|
|
Meeting
Type
|
Ordinary
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
30-Apr-2021
|
|
|
|
ISIN
|
ES0130670112
|
|
|
|
Agenda
|
713721884
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDER DETAILS ARE
REQUIRED TO VOTE AT THIS MEETING. IF-NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF
BEING REJECTED. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
APPROVAL
OF THE INDIVIDUAL ANNUAL FINANCIAL
STATEMENTS OF ENDESA, S.A. BALANCE SHEE,
INCOME STATEMENT, STATEMENT OF CHANGES IN
NET EQUITY STATEMENT OF RECOGNIZED INCOME
AND EXPENSES AND STATEMENT OF TOTAL
CHANGES IN NET EQUITY, CASH FLOW STATEMENT
AND NOTES TO THE FINANCIAL STATEMENTS, AS
WELL AS OF THE CONSOLIDATED ANNUAL
FINANCIAL STATEMENTS OF ENDESA, S.A. AND ITS
SUBSIDIARY COMPANIES CONSOLIDATED
STATEMENT OF FINANCIAL POSITION,
CONSOLIDATED INCOME STATEMENT,
CONSOLIDATED STATEMENT OF OTHER
COMPREHENSIVE INCOME, CONSOLIDATED
STATEMENT OF CHANGES IN NET EQUITY,
CONSOLIDATED CASH FLOW STATEMENT AND
NOTES TO THE FINANCIAL STATEMENTS, FOR
FISCAL YEAR ENDING DECEMBER 31, 2020
|
Management
|
|
No
Action
|
|
|
|
|
|
|
2
|
APPROVAL
OF THE INDIVIDUAL MANAGEMENT
REPORT OF ENDESA, S.A. AND THE CONSOLIDATED
MANAGEMENT REPORT OF ENDESA, S.A. AND ITS
SUBSIDIARY COMPANIES FOR FISCAL YEAR
ENDING 31 DECEMBER 2020
|
Management
|
|
No
Action
|
|
|
|
|
|
|
3
|
APPROVAL
OF THE NON FINANCIAL INFORMATION
AND SUSTAINABILITY STATEMENT OF THE
CONSOLIDATED GROUP FOR FISCAL YEAR ENDING
31 DECEMBER 2020
|
Management
|
|
No
Action
|
|
|
|
|
|
|
4
|
APPROVAL
OF THE CORPORATE MANAGEMENT
FOR FISCAL YEAR ENDING 31 DECEMBER 2020
|
Management
|
|
No
Action
|
|
|
|
|
|
|
5
|
APPROVAL
OF THE APPLICATION OF EARNINGS
FOR FISCAL YEAR ENDING 31 DECEMBER 2020
|
Management
|
|
No
Action
|
|
|
|
|
|
|
6.1
|
ADDITION
OF A NEW ARTICLE ARTICLE 26.TER IN
THE CORPORATE BYLAWS THAT WOULD PROVIDE
THE OPTION TO HOLD A REMOTE ONLY GENERAL
MEETING
|
Management
|
|
No
Action
|
|
|
|
|
|
|
6.2
|
AMENDMENT
OF ARTICLES 26.BIS, 27, 30 AND 33 OF
THE CORPORATE BYLAWS, ALLOWING THE
SHAREHOLDERS PROXYHOLDERS TO ATTEND
GENERAL MEETINGS REMOTELY AND
INTRODUCING OTHER IMPROVEMENTS RELATING
TO REMOTE ATTENDANCE
|
Management
|
|
No
Action
|
|
|
|
|
|
|
6.3
|
AMENDMENT
OF ARTICLE 40 OF THE CORPORATE
BYLAWS TO INTRODUCE TECHNICAL
IMPROVEMENTS TO THE PROVISIONS GOVERNING
DIRECTOR COMPENSATION
|
Management
|
|
No
Action
|
|
|
|
|
|
|
6.4
|
AMENDMENT
OF ARTICLE 43 OF THE CORPORATE
BYLAWS TO UPDATE THE PROVISIONS GOVERNING
REMOTE BOARD MEETINGS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7.1
|
ADDITION
OF A NEW ARTICLE ARTICLE 10.TER IN
THE GENERAL SHAREHOLDERS MEETING
REGULATIONS THAT WOULD PROVIDE THE OPTION
TO HOLD A REMOTE ONLY GENERAL MEETING
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7.2
|
AMENDMENT
OF ARTICLES 9, 10, 10 BIS, 11, 16 AND
21 OF THE GENERAL SHAREHOLDERS MEETING
REGULATIONS, ALLOWING THE SHAREHOLDERS
PROXYHOLDERS TO ATTEND GENERAL MEETINGS
REMOTELY AND INTRODUCING OTHER
IMPROVEMENTS RELATING TO REMOTE
ATTENDANCE
|
Management
|
|
No
Action
|
|
|
|
|
|
|
8
|
ESTABLISHMENT
OF THE NUMBER OF MEMBERS
OF THE BOARD OF DIRECTORS AT ELEVEN
|
Management
|
|
No
Action
|
|
|
|
|
|
|
9
|
BINDING
VOTE ON THE ANNUAL REPORT ON
DIRECTORS COMPENSATION
|
Management
|
|
No
Action
|
|
|
|
|
|
|
10
|
APPROVAL
OF THE DIRECTORS COMPENSATION
POLICY FOR 2021 2023
|
Management
|
|
No
Action
|
|
|
|
|
|
|
11
|
APPROVAL
OF THE STRATEGIC INCENTIVE 2021
2023
|
Management
|
|
No
Action
|
|
|
|
|
|
|
12
|
DELEGATION
TO THE BOARD OF DIRECTORS TO
EXECUTE AND IMPLEMENT RESOLUTIONS
ADOPTED BY THE GENERAL MEETING, AS WELL AS
TO SUBSTITUTE THE POWERS ENTRUSTED
THERETO BY THE GENERAL MEETING, AND
GRANTING OF POWERS TO THE BOARD OF
DIRECTORS TO RECORD SUCH RESOLUTIONS IN A
PUBLIC INSTRUMENT AND REGISTER SUCH
RESOLUTIONS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
DIALOG
SEMICONDUCTOR PLC
|
|
|
|
|
Security
|
G5821P111
|
|
|
|
Meeting
Type
|
Annual
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
04-May-2021
|
|
|
|
ISIN
|
GB0059822006
|
|
|
|
Agenda
|
713744452
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1
|
RECEIPT
OF THE COMPANY'S REPORT AND
ACCOUNTS
|
Management
|
|
For
|
|
For
|
|
|
|
|
2
|
APPROVAL
OF DIRECTORS' REMUNERATION
REPORT
|
Management
|
|
For
|
|
For
|
|
|
|
|
3
|
RE-APPOINTMENT
OF DELOITTE LLP AS AUDITOR
OF THE COMPANY
|
Management
|
|
For
|
|
For
|
|
|
|
|
4
|
AUTHORITY
TO AGREE THE AUDITOR'S
REMUNERATION
|
Management
|
|
For
|
|
For
|
|
|
|
|
5
|
RE-APPOINTMENT
OF ALAN CAMPBELL AS A
DIRECTOR OF THE COMPANY
|
Management
|
|
For
|
|
For
|
|
|
|
|
6
|
RE-APPOINTMENT
OF NICHOLAS JEFFERY AS A
DIRECTOR OF THE COMPANY
|
Management
|
|
For
|
|
For
|
|
|
|
|
7
|
RE-APPOINTMENT
OF EAMONN O'HARE AS A
DIRECTOR OF THE COMPANY
|
Management
|
|
For
|
|
For
|
|
|
|
|
8
|
DIRECTORS'
AUTHORITY TO ALLOT SHARES
|
Management
|
|
For
|
|
For
|
|
|
|
|
9
|
ADDITIONAL
AUTHORITY TO ALLOT SHARES IN
CONNECTION WITH A RIGHTS ISSUE
|
Management
|
|
For
|
|
For
|
|
|
|
|
10
|
DISAPPLICATION
OF PRE-EMPTION RIGHTS
|
Management
|
|
Abstain
|
|
Against
|
|
|
|
|
11
|
ADDITIONAL
DISAPPLICATION OF PRE-EMPTION
RIGHTS
|
Management
|
|
Abstain
|
|
Against
|
|
|
|
|
12
|
AUTHORITY
TO ENTER INTO CONTINGENT
FORWARD SHARE PURCHASE CONTRACT WITH
BARCLAYS BANK PLC
|
Management
|
|
For
|
|
For
|
|
|
|
|
13
|
AUTHORITY
TO ENTER INTO CONTINGENT
FORWARD SHARE PURCHASE CONTRACT WITH
GOLDMAN SACHS INTERNATIONAL
|
Management
|
|
For
|
|
For
|
|
|
|
|
14
|
AUTHORITY
TO ENTER INTO CONTINGENT
FORWARD SHARE PURCHASE CONTRACT WITH
HSBC BANK PLC
|
Management
|
|
For
|
|
For
|
|
|
|
|
15
|
AUTHORITY
TO ENTER INTO CONTINGENT
FORWARD SHARE PURCHASE CONTRACT WITH
MERRILL LYNCH INTERNATIONAL
|
Management
|
|
For
|
|
For
|
|
|
|
|
16
|
NOTICE
PERIOD FOR GENERAL MEETINGS
|
Management
|
|
For
|
|
For
|
|
|
|
|
ORANGE
BELGIUM S.A.
|
|
|
|
|
Security
|
B6404X104
|
|
|
|
Meeting
Type
|
Ordinary
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
05-May-2021
|
|
|
|
ISIN
|
BE0003735496
|
|
|
|
Agenda
|
713773061
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
MARKET
RULES REQUIRE DISCLOSURE OF
BENEFICIAL OWNER INFORMATION FOR ALL
VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE-POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED-IN ORDER FOR YOUR
VOTE TO BE LODGED
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
IMPORTANT
MARKET PROCESSING REQUIREMENT:
A BENEFICIAL OWNER SIGNED POWER OF-
ATTORNEY (POA) MAY BE REQUIRED IN ORDER TO
LODGE AND EXECUTE YOUR VOTING-
INSTRUCTIONS IN THIS MARKET. ABSENCE OF A
POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE
REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE
CONTACT YOUR CLIENT SERVICE-
REPRESENTATIVE
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDER DETAILS ARE
REQUIRED TO VOTE AT THIS MEETING. IF-NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF
BEING REJECTED. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
A
|
PRESENTATION
AND DISCUSSION OF THE BOARD
OF DIRECTORS' MANAGEMENT REPORT ON-THE
COMPANY'S ANNUAL ACCOUNTS FOR THE
FINANCIAL YEAR ENDED 31 DECEMBER 2020
|
Non-Voting
|
|
|
|
|
|
|
|
|
B
|
PRESENTATION
AND DISCUSSION OF THE
STATUTORY AUDITOR'S REPORT ON THE-
COMPANY'S SAID ANNUAL ACCOUNTS
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
THE
GENERAL MEETING APPROVES THE
REMUNERATION REPORT FOR THE FINANCIAL
YEAR ENDED 31 DECEMBER 2020
|
Management
|
|
No
Action
|
|
|
|
|
|
|
2
|
THE
GENERAL MEETING APPROVES THE
REMUNERATION POLICY ESTABLISHED PURSUANT
TO ARTICLE 7:89/1 OF THE CODE ON COMPANIES
AND ASSOCIATIONS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
3
|
THE
GENERAL MEETING APPROVES THE
COMPANY'S ANNUAL ACCOUNTS FOR THE
FINANCIAL YEAR ENDED 31 DECEMBER 2020,
INCLUDING THE APPROPRIATION OF THE RESULT
AS PROPOSED, IN PARTICULAR DISTRIBUTION OF
AN ORDINARY GROSS DIVIDEND OF FIFTY
EUROCENTS (EUR 0.50) PER SHARE, PAYABLE IN
EXCHANGE FOR COUPON NO. 21 AS FOLLOWS: "EX
|
Management
|
|
No
Action
|
|
|
|
|
|
|
|
DIVIDEND
DATE" ON 15 JUNE 2021; "RECORD DATE"
ON 16 JUNE 2021; AND "PAYMENT DATE" ON 17
JUNE 2021. THE GENERAL MEETING DECIDES TO
GRANT AN IDENTICAL PROFIT PREMIUM PURSUANT
TO THE LAW OF 22 MAY 2001 REGARDING THE
EMPLOYEE PARTICIPATION IN THE COMPANY'S
CAPITAL AND THE ESTABLISHMENT OF A PROFIT
PREMIUM FOR EMPLOYEES, IN ORDER TO INVOLVE
THE EMPLOYEES IN THE RESULTS OF THE
FINANCIAL YEAR STARTING ON 1 JANUARY 2020
AND ENDING ON 31 DECEMBER 2020. THE
IDENTICAL PROFIT PREMIUM THAT THE GENERAL
MEETING DECIDES TO GRANT THE EMPLOYEES
SHALL COMPLY WITH THE FOLLOWING TERMS: -
THE GROSS PROFIT PREMIUM AMOUNTS TO EIGHT
HUNDRED FIFTY EUROS AND NINETEEN
EUROCENTS (EUR 850.19) FOR AN EMPLOYEE
HAVING AN EMPLOYMENT CONTRACT WITH
ORANGE BELGIUM SA AND HAVING WORKED ON A
FULL TIME BASIS DURING THE FINANCIAL YEAR
STARTING ON 1 JANUARY 2020 AND ENDING ON 31
DECEMBER 2020. THE AMOUNT WILL BE GRANTED
PROPORTIONALLY IN RELATION TO THE ACTUAL
OCCUPATION OF THE EMPLOYEES DURING THE
FINANCIAL YEAR 2020. - THE AMOUNT OF THE
PROFIT PREMIUM WILL BE CALCULATED PRORATA
TEMPORIS (ON A DAILY BASIS) IN CASE OF
VOLUNTARY SUSPENSION OR TERMINATION OF
THE EMPLOYMENT CONTRACT. NO PROFIT
PREMIUM WILL BE GRANTED TO EMPLOYEES
DISMISSED FOR SERIOUS CAUSE OR WHO
VOLUNTARILY TERMINATED THEIR EMPLOYMENT
WITH THE COMPANY DURING THE FINANCIAL YEAR
STARTING ON 1 JANUARY 2020 AND ENDING ON 31
DECEMBER 2020
|
|
|
|
|
|
|
|
|
|
|
|
4
|
THE
GENERAL MEETING GRANTS THE DIRECTORS
DISCHARGE FOR THE PERFORMANCE OF THEIR
FUNCTION UP TO AND INCLUDING 31 DECEMBER
2020
|
Management
|
|
No
Action
|
|
|
|
|
|
|
5
|
THE
GENERAL MEETING GRANTS THE STATUTORY
AUDITOR DISCHARGE FOR THE PERFORMANCE OF
ITS FUNCTION UP TO AND INCLUDING 31
DECEMBER 2020
|
Management
|
|
No
Action
|
|
|
|
|
|
|
6
|
THE
GENERAL MEETING RESOLVES TO PROCEED
TO THE APPOINTMENT OF MR MATTHIEU
BOUCHERY AS DIRECTOR OF THE COMPANY, WITH
EFFECT AS OF TODAY, FOR A TERM OF TWO
YEARS. HIS MANDATE WILL BE UNREMUNERATED
AND WILL EXPIRE AFTER THE ORDINARY GENERAL
MEETING IN 2023
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7
|
THE
GENERAL MEETING RESOLVES TO RE-
APPOINT MRS CLARISSE HERIARD DUBREUIL AS
DIRECTOR FOR A TERM OF TWO YEARS. HER
MANDATE WILL EXPIRE AFTER THE ORDINARY
GENERAL MEETING IN 2023
|
Management
|
|
No
Action
|
|
|
|
|
|
|
8
|
THE
GENERAL MEETING RESOLVES TO PROCEED
TO THE FINAL APPOINTMENT OF MRS MARI-NOELLE
JEGO-LAVEISSIERE (CO-OPTED BY THE BOARD OF
DIRECTORS ON 23 JULY 2020, WITH EFFECT AS OF
1 SEPTEMBER 2020, IN REPLACEMENT OF MRS
VALERIE LE BOULANGER, RESIGNING DIRECTOR)
AS DIRECTOR OF THE COMPANY, AND TO RENEW
HER MANDATE FOR A TERM OF TWO YEARS. HER
MANDATE WILL EXPIRE AFTER THE ORDINARY
GENERAL MEETING IN 2023
|
Management
|
|
No
Action
|
|
|
|
|
|
|
9
|
THE
GENERAL MEETING RESOLVES TO RE-
APPOINT BVBA K2A MANAGEMENT AND
INVESTMENT SERVICES REPRESENTED BY MR
WILFRIED VERSTRAETE AS DIRECTOR FOR A TERM
OF TWO YEARS. ITS MANDATE WILL EXPIRE AFTER
THE ORDINARY GENERAL MEETING IN 2023. IT
APPEARS FROM THE ELEMENTS KNOWN BY THE
COMPANY AND FROM THE STATEMENT MADE BY
BVBA K2A MANAGEMENT AND INVESTMENT
SERVICES REPRESENTED BY MR WILFRIED
VERSTRAETE THAT THEY MEET THE
INDEPENDENCE CRITERIA SET OUT IN ARTICLE 7:87
OF THE CODE ON COMPANIES AND ASSOCIATIONS
AND IN ARTICLE 3.5 OF THE CODE OF CORPORATE
GOVERNANCE
|
Management
|
|
No
Action
|
|
|
|
|
|
|
10
|
THE
GENERAL MEETING RESOLVES TO RE-
APPOINT SPRL LEADERSHIP AND MANAGEMENT
ADVISORY SERVICES (LMAS) REPRESENTED BY MR
GREGOIRE DALLEMAGNE AS DIRECTOR FOR A
TERM OF TWO YEARS. ITS MANDATE WILL EXPIRE
AFTER THE ORDINARY GENERAL MEETING IN 2023.
IT APPEARS FROM THE ELEMENTS KNOWN BY THE
COMPANY AND FROM THE STATEMENT MADE BY
SPRL LEADERSHIP AND MANAGEMENT ADVISORY
SERVICES REPRESENTED BY MR GREGOIRE
DALLEMAGNE THAT THEY MEET THE
INDEPENDENCE CRITERIA SET OUT IN ARTICLE 7:87
OF THE CODE ON COMPANIES AND ASSOCIATIONS
AND IN ARTICLE 3.5 OF THE CODE OF CORPORATE
GOVERNANCE
|
Management
|
|
No
Action
|
|
|
|
|
|
|
11
|
THE
GENERAL MEETING RESOLVES TO RE-
APPOINT MRS BEATRICE MANDINE AS DIRECTOR
FOR A TERM OF TWO YEARS. HER MANDATE WILL
EXPIRE AFTER THE ORDINARY GENERAL MEETING
IN 2023
|
Management
|
|
No
Action
|
|
|
|
|
|
|
12
|
THE
GENERAL MEETING RESOLVES TO RE-
APPOINT MR CHRISTOPHE NAULLEAU AS
DIRECTOR FOR A TERM OF TWO YEARS. HIS
MANDATE WILL EXPIRE AFTER THE ORDINARY
GENERAL MEETING IN 2023
|
Management
|
|
No
Action
|
|
|
|
|
|
|
13
|
THE
GENERAL MEETING RESOLVES TO PROCEED
TO THE FINAL APPOINTMENT OF MR XAVIER
PICHON (CO-OPTED BY THE BOARD OF DIRECTORS
ON 23 JULY 2020, WITH EFFECT AS OF 1
SEPTEMBER 2020, IN REPLACEMENT OF MR ICHAEL
TRABBIA, RESIGNING DIRECTOR) AS DIRECTOR OF
THE COMPANY, AND TO RENEW HIS MANDATE FOR
A TERM OF TWO YEARS. HIS MANDATE WILL
EXPIRE AFTER THE ORDINARY GENERAL MEETING
IN 2023
|
Management
|
|
No
Action
|
|
|
|
|
|
|
14
|
THE
GENERAL MEETING RESOLVES TO RE-
APPOINT BVBA THE HOUSE OF VALUE - ADVISORY
& SOLUTIONS REPRESENTED BY MR JOHAN
DESCHUYFFELEER AS DIRECTOR FOR A TERM OF
TWO YEARS. ITS MANDATE WILL EXPIRE AFTER
THE ORDINARY GENERAL MEETING IN 2023
|
Management
|
|
No
Action
|
|
|
|
|
|
|
15
|
THE
GENERAL MEETING RESOLVES TO RE-
APPOINT SPRL SOCIETE DE CONSEIL EN GESTION
ET STRATEGIE D'ENTREPRISES (SOGESTRA)
REPRESENTED BY MRS NADINE ROZENCWZEIG-
LEMAITRE AS DIRECTOR FOR A TERM OF TWO
YEARS. ITS MANDATE WILL EXPIRE AFTER THE
ORDINARY GENERAL MEETING IN 2023. IT APPEARS
FROM THE ELEMENTS KNOWN BY THE COMPANY
AND FROM THE STATEMENT MADE BY SPRL
SOCIETE DE CONSEIL EN GESTION ET STRATEGIE
D'ENTREPRISES REPRESENTED BY MRS NADINE
ROZENCWZEIG-LEMAITRE THAT THEY MEET THE
INDEPENDENCE CRITERIA SET OUT IN ARTICLE 7:87
OF THE CODE ON COMPANIES AND ASSOCIATIONS
AND IN ARTICLE 3.5 OF THE CODE OF CORPORATE
GOVERNANCE
|
Management
|
|
No
Action
|
|
|
|
|
|
|
16
|
THE
GENERAL MEETING RESOLVES TO RE-
APPOINT MR JEAN-MARC VIGNOLLES AS DIRECTOR
FOR A TERM OF TWO YEARS. HIS MANDATE WILL
EXPIRE AFTER THE ANNUAL GENERAL MEETING IN
2023
|
Management
|
|
No
Action
|
|
|
|
|
|
|
17
|
ON
THE PROPOSAL OF THE BOARD OF DIRECTORS,
THE GENERAL MEETING RESOLVES AS FOLLOWS: -
THE REMUNERATION OF EACH INDEPENDENT
DIRECTOR IS FIXED AT A LUMP SUM OF THIRTY-SIX
THOUSAND EURO (EUR 36,000) PER FULL
FINANCIAL YEAR. ADDITIONAL REMUNERATION OF
TWO THOUSAND FOUR HUNDRED EURO (EUR
2,400) WILL BE GRANTED TO EACH INDEPENDENT
DIRECTOR FOR EACH MEETING OF A COMMITTEE
OF THE COMPANY OF WHICH THAT INDEPENDENT
DIRECTOR IS A MEMBER AND WHICH THAT
INDEPENDENT DIRECTOR HAS PERSONALLY
ATTENDED. THIS ADDITIONAL REMUNERATION IS
CAPPED, FOR EACH INDEPENDENT DIRECTOR, AT
FOURTEEN THOUSAND FOUR HUNDRED EURO
(EUR 14,400) PER FINANCIAL YEAR AND PER
STATUTORY COMMITTEE AND AT TWELVE
THOUSAND EURO (EUR 12,000) FOR NON-
|
Management
|
|
No
Action
|
|
|
|
|
|
|
|
STATUTORY
COMMITTEES. THE PAYMENT OF ALL
REMUNERATION WILL BE MADE (WHERE
APPLICABLE PRO RATA) AFTER THE GENERAL
MEETING APPROVING THE ANNUAL ACCOUNTS
FOR THE RELEVANT FINANCIAL YEAR. - THE
REMUNERATION OF THE CHAIRMAN OF THE BOARD
OF DIRECTORS IS FIXED AT A LUMP SUM OF
SEVENTY-TWO THOUSAND EURO (EUR 72,000) PER
FULL FINANCIAL YEAR AND FOR THE ENTIRE
DURATION OF HIS MANDATE AS CHAIRMAN.
ADDITIONAL REMUNERATION OF TWO THOUSAND
FOUR HUNDRED EURO (EUR 2,400) WILL BE
GRANTED TO THE CHAIRMAN FOR EACH MEETING
OF A COMMITTEE OF THE COMPANY OF WHICH THE
CHAIRMAN IS A MEMBER AND WHICH HE HAS
PERSONALLY ATTENDED. THE ABOVE-MENTIONED
CAPS WILL ALSO APPLY TO HIM. THE PAYMENT OF
ALL REMUNERATION WILL BE MADE (WHERE
APPLICABLE PRO RATA) AFTER THE GENERAL
MEETING APPROVING THE ANNUAL ACCOUNTS
FOR THE RELEVANT FINANCIAL YEAR. - AN
ADDITIONAL LUMP SUM PAYMENT OF EUR 3,000 IS
GRANTED TO THE VICE-CHAIRMAN AND TO THE
PRESIDENTS OF THE STATUTORY COMMITTEES.
THIS REMUNERATION WILL ONLY BE PAID IF THE
CONCERNED PERSON IS AN INDEPENDENT
DIRECTOR OF THE COMPANY OR THE CHAIRMAN
OF THE BOARD. THE PAYMENT OF THIS
ADDITIONAL LUMP SUM WILL BE MADE (WHERE
APPLICABLE PRO RATA) AFTER THE GENERAL
MEETING APPROVING THE ANNUAL ACCOUNTS
FOR THE RELEVANT FINANCIAL YEAR. - THE
MANDATE OF THE OTHER DIRECTORS IS NOT
REMUNERATED, PURSUANT TO ARTICLE 20 OF THE
COMPANY'S ARTICLES OF ASSOCIATION AND THE
COMPANY'S CORPORATE GOVERNANCE CHARTER
|
|
|
|
|
|
|
|
|
|
|
|
18
|
THE
GENERAL MEETING GRANTS FULL POWERS TO
B-DOCS SPRL HAVING ITS REGISTERED OFFICE AT
RUE DU TACITURNE 27, 1000 BRUSSELS, AS WELL
AS TO ITS RESPECTIVE EMPLOYEES, SERVANTS
AND AGENTS, WITH RIGHT OF SUBSTITUTION, TO
FULFIL ALL REQUIRED AND/OR NECESSARY
ACTIONS, PROCEDURES AND/OR FORMALITIES
WITH THE LEGAL ENTITIES REGISTER, AN
ENTERPRISE COUNTER ("GUICHET
D'ENTREPRISE"), THE BELGIAN OFFICIAL JOURNAL
AND/ OR THE CROSSROADS BANK FOR
ENTERPRISES, TO ENSURE (I) THE NECESSARY
FILINGS, (II) THE PUBLICATION IN THE ANNEXES TO
THE BELGIAN OFFICIAL JOURNAL AND, (III) THE
RECORDING/MODIFICATION OF THE DATA IN THE
CROSSROADS BANK FOR ENTERPRISES
|
Management
|
|
No
Action
|
|
|
|
|
|
|
AEROJET
ROCKETDYNE HOLDINGS, INC.
|
|
|
|
|
Security
|
007800105
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
AJRD
|
|
|
|
Meeting
Date
|
05-May-2021
|
|
|
|
ISIN
|
US0078001056
|
|
|
|
Agenda
|
935353780
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1
|
DIRECTOR
|
Management
|
|
|
|
|
|
|
|
|
|
1
|
Gen
Kevin P. Chilton
|
|
|
|
For
|
|
For
|
|
|
|
|
|
2
|
Thomas
A. Corcoran
|
|
|
|
For
|
|
For
|
|
|
|
|
|
3
|
Eileen
P. Drake
|
|
|
|
For
|
|
For
|
|
|
|
|
|
4
|
James
R. Henderson
|
|
|
|
For
|
|
For
|
|
|
|
|
|
5
|
Warren
G. Lichtenstein
|
|
|
|
For
|
|
For
|
|
|
|
|
|
6
|
Gen
Lance W. Lord
|
|
|
|
For
|
|
For
|
|
|
|
|
|
7
|
Audrey
A. McNiff
|
|
|
|
For
|
|
For
|
|
|
|
|
|
8
|
Martin
Turchin
|
|
|
|
For
|
|
For
|
|
|
|
|
2.
|
Advisory
vote to approve Aerojet Rocketdyne's executive
compensation.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
Ratification
of the appointment of
PricewaterhouseCoopers LLP, an independent registered
public accounting firm, as independent auditors of the
Company for the year ending December 31, 2021.
|
Management
|
|
For
|
|
For
|
|
|
|
|
IHS
MARKIT LTD
|
|
|
|
|
Security
|
G47567105
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
INFO
|
|
|
|
Meeting
Date
|
05-May-2021
|
|
|
|
ISIN
|
BMG475671050
|
|
|
|
Agenda
|
935359679
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1A.
|
Election
of Director: Lance Uggla
|
Management
|
|
For
|
|
For
|
|
|
|
|
1B.
|
Election
of Director: John Browne (The Lord Browne of
Madingley)
|
Management
|
|
For
|
|
For
|
|
|
|
|
1C.
|
Election
of Director: Dinyar S. Devitre
|
Management
|
|
For
|
|
For
|
|
|
|
|
1D.
|
Election
of Director: Ruann F. Ernst
|
Management
|
|
For
|
|
For
|
|
|
|
|
1E.
|
Election
of Director: Jacques Esculier
|
Management
|
|
For
|
|
For
|
|
|
|
|
1F.
|
Election
of Director: Gay Huey Evans
|
Management
|
|
For
|
|
For
|
|
|
|
|
1G.
|
Election
of Director: William E. Ford
|
Management
|
|
For
|
|
For
|
|
|
|
|
1H.
|
Election
of Director: Nicoletta Giadrossi
|
Management
|
|
For
|
|
For
|
|
|
|
|
1I.
|
Election
of Director: Robert P. Kelly
|
Management
|
|
For
|
|
For
|
|
|
|
|
1J.
|
Election
of Director: Deborah Doyle McWhinney
|
Management
|
|
For
|
|
For
|
|
|
|
|
1K.
|
Election
of Director: Jean-Paul L. Montupet
|
Management
|
|
For
|
|
For
|
|
|
|
|
1L.
|
Election
of Director: Deborah K. Orida
|
Management
|
|
For
|
|
For
|
|
|
|
|
1M.
|
Election
of Director: James A. Rosenthal
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
To
approve, on an advisory, non-binding basis, the
compensation of the Company's named executive
officers.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
To
approve the appointment of Ernst & Young LLP as the
Company's independent registered public accountants
until the close of the next Annual General Meeting of
Shareholders and to authorize the Company's Board of
Directors, acting by the Audit Committee, to determine
the remuneration of the independent registered public
accountants.
|
Management
|
|
For
|
|
For
|
|
|
|
|
CLEAR
CHANNEL OUTDOOR HOLDINGS, INC.
|
|
|
|
|
Security
|
18453H106
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
CCO
|
|
|
|
Meeting
Date
|
05-May-2021
|
|
|
|
ISIN
|
US18453H1068
|
|
|
|
Agenda
|
935359871
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
DIRECTOR
|
Management
|
|
|
|
|
|
|
|
|
|
1
|
C.
William Eccleshare
|
|
|
|
Withheld
|
|
Against
|
|
|
|
|
|
2
|
Lisa
Hammitt
|
|
|
|
Withheld
|
|
Against
|
|
|
|
|
|
3
|
Mary
Teresa Rainey
|
|
|
|
Withheld
|
|
Against
|
|
|
|
|
2.
|
Approval
of the advisory (non-binding) resolution on
executive compensation.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
Approval
of the adoption of the 2012 second amended
and restated equity incentive plan.
|
Management
|
|
Against
|
|
Against
|
|
|
|
|
4.
|
Ratification
of Ernst & Young LLP as the independent
accounting firm for the year ending December 31, 2021.
|
Management
|
|
For
|
|
For
|
|
|
|
|
MONEYGRAM
INTERNATIONAL, INC.
|
|
|
|
|
Security
|
60935Y208
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
MGI
|
|
|
|
Meeting
Date
|
05-May-2021
|
|
|
|
ISIN
|
US60935Y2081
|
|
|
|
Agenda
|
935361460
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1A.
|
Election
of Director: Antonio O. Garza
|
Management
|
|
For
|
|
For
|
|
|
|
|
1B.
|
Election
of Director: Alka Gupta
|
Management
|
|
For
|
|
For
|
|
|
|
|
1C.
|
Election
of Director: W. Alexander Holmes
|
Management
|
|
For
|
|
For
|
|
|
|
|
1D.
|
Election
of Director: Francisco Lorca
|
Management
|
|
For
|
|
For
|
|
|
|
|
1E.
|
Election
of Director: Michael P. Rafferty
|
Management
|
|
For
|
|
For
|
|
|
|
|
1F.
|
Election
of Director: Julie E. Silcock
|
Management
|
|
For
|
|
For
|
|
|
|
|
1G.
|
Election
of Director: W. Bruce Turner
|
Management
|
|
For
|
|
For
|
|
|
|
|
1H.
|
Election
of Director: Peggy Vaughan
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
Ratification
of the appointment of KPMG LLP as our
independent registered public accounting firm for 2021.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
Advisory
vote on frequency of holding advisory vote on
executive compensation.
|
Management
|
|
1
Year
|
|
For
|
|
|
|
|
4.
|
Advisory
vote to approve executive compensation.
|
Management
|
|
For
|
|
For
|
|
|
|
|
PERSPECTA
INC.
|
|
|
|
|
Security
|
715347100
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
PRSP
|
|
|
|
Meeting
Date
|
05-May-2021
|
|
|
|
ISIN
|
US7153471005
|
|
|
|
Agenda
|
935389292
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
To
adopt the Agreement and Plan of Merger, dated as of
January 27, 2021, as amended from time to time (the
"Merger Agreement"), among (i) Perspecta Inc. (the
"Company"), (ii) Jaguar ParentCo Inc., and (iii) Jaguar
Merger Sub Inc. ("Merger Sub"), pursuant to which
Merger Sub will merge with and into the Company (the
"Merger").
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
To
approve, by non-binding, advisory vote, certain
compensation arrangements for the Company's named
executive officers in connection with the Merger.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
To
approve the adjournment of the Special Meeting, if
necessary or appropriate, including adjournment to solicit
additional proxies if there are insufficient votes at the time
of the Special Meeting to adopt the Merger Agreement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
COHERENT,
INC.
|
|
|
|
|
Security
|
192479103
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
COHR
|
|
|
|
Meeting
Date
|
06-May-2021
|
|
|
|
ISIN
|
US1924791031
|
|
|
|
Agenda
|
935354718
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1A.
|
Election
of Director: Jay T. Flatley
|
Management
|
|
For
|
|
For
|
|
|
|
|
1B.
|
Election
of Director: Pamela Fletcher
|
Management
|
|
For
|
|
For
|
|
|
|
|
1C.
|
Election
of Director: Andreas W. Mattes
|
Management
|
|
For
|
|
For
|
|
|
|
|
1D.
|
Election
of Director: Beverly Kay Matthews
|
Management
|
|
For
|
|
For
|
|
|
|
|
1E.
|
Election
of Director: Michael R. McMullen
|
Management
|
|
For
|
|
For
|
|
|
|
|
1F.
|
Election
of Director: Garry W. Rogerson
|
Management
|
|
For
|
|
For
|
|
|
|
|
1G.
|
Election
of Director: Steve Skaggs
|
Management
|
|
For
|
|
For
|
|
|
|
|
1H.
|
Election
of Director: Sandeep Vij
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
To
approve our amended and restated Employee Stock
Purchase Plan.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
To
ratify the appointment of Deloitte & Touche LLP as our
independent registered public accounting firm for the
fiscal year ending October 2, 2021.
|
Management
|
|
For
|
|
For
|
|
|
|
|
4.
|
To
approve, on a non-binding advisory basis, our named
executive officer compensation.
|
Management
|
|
For
|
|
For
|
|
|
|
|
CARDTRONICS
PLC
|
|
|
|
|
Security
|
G1991C105
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
CATM
|
|
|
|
Meeting
Date
|
07-May-2021
|
|
|
|
ISIN
|
GB00BYT18414
|
|
|
|
Agenda
|
935384761
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
To
approve (with or without modification) a scheme of
arrangement (the "Scheme") to be made between
Cardtronics plc ("Cardtronics") and the holders of the
Scheme Shares (as defined in the Scheme).
|
Management
|
|
For
|
|
For
|
|
|
|
|
CARDTRONICS
PLC
|
|
|
|
|
Security
|
G1991C115
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
07-May-2021
|
|
|
|
ISIN
|
|
|
|
|
Agenda
|
935384773
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
That
for the purposes of giving effect to the scheme of
arrangement ("Scheme") between Cardtronics plc
("Cardtronics") and the holders of the Scheme Shares: I.
the directors of Cardtronics be authorized to take all such
action as they may consider necessary or appropriate for
carrying the Scheme into effect; and, II. with effect from
the passing of this special resolution, to approve the
amendments to the articles of association of Cardtronics
as set out in the Notice of General Meeting contained in
the accompanying proxy statement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
To
consider and, if thought fit, approve, in accordance
with Section 14A of the Securities Exchange Act of 1934,
as amended, on an advisory, non-binding basis, the
compensation that will or may be paid or become payable
to Cardtronics's named executive officers that is based
on or otherwise relates to in connection with the
proposed acquisition by NCR UK Group Financing
Limited of all of the issued and to be issued ordinary
shares of Cardtronics.
|
Management
|
|
For
|
|
For
|
|
|
|
|
HEXCEL
CORPORATION
|
|
|
|
|
Security
|
428291108
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
HXL
|
|
|
|
Meeting
Date
|
10-May-2021
|
|
|
|
ISIN
|
US4282911084
|
|
|
|
Agenda
|
935369973
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1A.
|
Election
of Director: Nick L. Stanage
|
Management
|
|
For
|
|
For
|
|
|
|
|
1B.
|
Election
of Director: Jeffrey C. Campbell
|
Management
|
|
For
|
|
For
|
|
|
|
|
1C.
|
Election
of Director: Cynthia M. Egnotovich
|
Management
|
|
For
|
|
For
|
|
|
|
|
1D.
|
Election
of Director: Thomas A. Gendron
|
Management
|
|
For
|
|
For
|
|
|
|
|
1E.
|
Election
of Director: Dr. Jeffrey A. Graves
|
Management
|
|
For
|
|
For
|
|
|
|
|
1F.
|
Election
of Director: Guy C. Hachey
|
Management
|
|
For
|
|
For
|
|
|
|
|
1G.
|
Election
of Director: Dr. Marilyn L. Minus
|
Management
|
|
For
|
|
For
|
|
|
|
|
1H.
|
Election
of Director: Catherine A. Suever
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
Advisory
non-binding vote to approve 2020 executive
compensation.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
Ratification
of the appointment of Ernst & Young LLP as
the independent registered public accounting firm for
2021.
|
Management
|
|
For
|
|
For
|
|
|
|
|
4.
|
Approval
of the amendment and restatement of the 2016
Employee Stock Purchase Plan.
|
Management
|
|
For
|
|
For
|
|
|
|
|
BATTLE
NORTH GOLD CORPORATION
|
|
|
|
|
Security
|
07160B106
|
|
|
|
Meeting
Type
|
MIX
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
11-May-2021
|
|
|
|
ISIN
|
CA07160B1067
|
|
|
|
Agenda
|
713931891
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT THIS MEETING MENTIONS
DISSENTER'S RIGHTS, PLEASE REFER TO-THE
MANAGEMENT INFORMATION CIRCULAR FOR
DETAILS
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDERS ARE
ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST'-ONLY
FOR RESOLUTION 3 AND 'IN FAVOR' OR 'ABSTAIN'
ONLY FOR RESOLUTION NUMBERS-1.1 TO 1.6 AND
2. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
1.1
|
ELECTION
OF DIRECTOR: JULIAN KEMP
|
Management
|
|
For
|
|
For
|
|
|
|
|
1.2
|
ELECTION
OF DIRECTOR: SASHA BUKACHEVA
|
Management
|
|
For
|
|
For
|
|
|
|
|
1.3
|
ELECTION
OF DIRECTOR: DANIEL BURNS
|
Management
|
|
For
|
|
For
|
|
|
|
|
1.4
|
ELECTION
OF DIRECTOR: PETER R. JONES
|
Management
|
|
For
|
|
For
|
|
|
|
|
1.5
|
ELECTION
OF DIRECTOR: GEORGE OGILVIE
|
Management
|
|
For
|
|
For
|
|
|
|
|
1.6
|
ELECTION
OF DIRECTOR: DAVID PALMER
|
Management
|
|
For
|
|
For
|
|
|
|
|
2
|
TO
APPOINT PRICEWATERHOUSECOOPERS LLP AS
AUDITORS OF THE CORPORATION FOR THE
ENSUING YEAR AND AUTHORIZING THE
DIRECTORS TO FIX THEIR REMUNERATION
|
Management
|
|
For
|
|
For
|
|
|
|
|
3
|
TO
APPROVE A SPECIAL RESOLUTION, THE FULL
TEXT OF WHICH IS SET FORTH IN APPENDIX "A" TO
THE ACCOMPANYING MANAGEMENT INFORMATION
CIRCULAR OF THE COMPANY DATED APRIL 9, 2021
(THE "CIRCULAR"), APPROVING A STATUTORY PLAN
OF ARRANGEMENT UNDER SECTION 288 OF THE
BUSINESS CORPORATIONS ACT (BRITISH
COLUMBIA) INVOLVING THE COMPANY, EVOLUTION
MINING LIMITED AND EVOLUTION MINING (CANADA
HOLDINGS) LIMITED, ALL AS MORE PARTICULARLY
DESCRIBED IN THE CIRCULAR
|
Management
|
|
For
|
|
For
|
|
|
|
|
AVISTA
CORP.
|
|
|
|
|
Security
|
05379B107
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
AVA
|
|
|
|
Meeting
Date
|
11-May-2021
|
|
|
|
ISIN
|
US05379B1070
|
|
|
|
Agenda
|
935357435
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1A.
|
Election
of Director: Kristianne Blake
|
Management
|
|
For
|
|
For
|
|
|
|
|
1B.
|
Election
of Director: Donald C. Burke
|
Management
|
|
For
|
|
For
|
|
|
|
|
1C.
|
Election
of Director: Rebecca A. Klein
|
Management
|
|
For
|
|
For
|
|
|
|
|
1D.
|
Election
of Director: Sena M. Kwawu
|
Management
|
|
For
|
|
For
|
|
|
|
|
1E.
|
Election
of Director: Scott H. Maw
|
Management
|
|
For
|
|
For
|
|
|
|
|
1F.
|
Election
of Director: Scott L. Morris
|
Management
|
|
For
|
|
For
|
|
|
|
|
1G.
|
Election
of Director: Jeffry L. Philipps
|
Management
|
|
For
|
|
For
|
|
|
|
|
1H.
|
Election
of Director: Heidi B. Stanley
|
Management
|
|
For
|
|
For
|
|
|
|
|
1I.
|
Election
of Director: R. John Taylor
|
Management
|
|
For
|
|
For
|
|
|
|
|
1J.
|
Election
of Director: Dennis P. Vermillion
|
Management
|
|
For
|
|
For
|
|
|
|
|
1K.
|
Election
of Director: Janet D. Widmann
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
Ratification
of the appointment of Deloitte & Touche LLP
as the Company's independent registered public
accounting firm for 2021.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
Advisory
(non-binding) vote on executive compensation.
|
Management
|
|
For
|
|
For
|
|
|
|
|
WILLIS
TOWERS WATSON PLC
|
|
|
|
|
Security
|
G96629103
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
WLTW
|
|
|
|
Meeting
Date
|
11-May-2021
|
|
|
|
ISIN
|
IE00BDB6Q211
|
|
|
|
Agenda
|
935364973
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1A.
|
Election
of Director: Anna C. Catalano
|
Management
|
|
For
|
|
For
|
|
|
|
|
1B.
|
Election
of Director: Victor F. Ganzi
|
Management
|
|
For
|
|
For
|
|
|
|
|
1C.
|
Election
of Director: John J. Haley
|
Management
|
|
For
|
|
For
|
|
|
|
|
1D.
|
Election
of Director: Wendy E. Lane
|
Management
|
|
For
|
|
For
|
|
|
|
|
1E.
|
Election
of Director: Brendan R. O'Neill
|
Management
|
|
For
|
|
For
|
|
|
|
|
1F.
|
Election
of Director: Jaymin B. Patel
|
Management
|
|
For
|
|
For
|
|
|
|
|
1G.
|
Election
of Director: Linda D. Rabbitt
|
Management
|
|
For
|
|
For
|
|
|
|
|
1H.
|
Election
of Director: Paul D. Thomas
|
Management
|
|
For
|
|
For
|
|
|
|
|
1I.
|
Election
of Director: Wilhelm Zeller
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
Ratify,
on an advisory basis, the appointment of (i)
Deloitte & Touche LLP to audit our financial statements
and (ii) Deloitte Ireland LLP to audit our Irish Statutory
Accounts, and authorize, in a binding vote, the Board,
acting through the Audit Committee, to fix the
independent auditors' remuneration.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
Approve,
on an advisory basis, the named executive
officer compensation.
|
Management
|
|
For
|
|
For
|
|
|
|
|
4.
|
Renew
the Board's existing authority to issue shares
under Irish law.
|
Management
|
|
For
|
|
For
|
|
|
|
|
5.
|
Renew
the Board's existing authority to opt out of
statutory pre-emption rights under Irish law.
|
Management
|
|
Against
|
|
Against
|
|
|
|
|
PNM
RESOURCES, INC.
|
|
|
|
|
Security
|
69349H107
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
PNM
|
|
|
|
Meeting
Date
|
11-May-2021
|
|
|
|
ISIN
|
US69349H1077
|
|
|
|
Agenda
|
935369719
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1A.
|
Election
of Director: Vicky A. Bailey
|
Management
|
|
For
|
|
For
|
|
|
|
|
1B.
|
Election
of Director: Norman P. Becker
|
Management
|
|
For
|
|
For
|
|
|
|
|
1C.
|
Election
of Director: Patricia K. Collawn
|
Management
|
|
For
|
|
For
|
|
|
|
|
1D.
|
Election
of Director: E. Renae Conley
|
Management
|
|
For
|
|
For
|
|
|
|
|
1E.
|
Election
of Director: Alan J. Fohrer
|
Management
|
|
For
|
|
For
|
|
|
|
|
1F.
|
Election
of Director: Sidney M. Gutierrez
|
Management
|
|
For
|
|
For
|
|
|
|
|
1G.
|
Election
of Director: James A. Hughes
|
Management
|
|
For
|
|
For
|
|
|
|
|
1H.
|
Election
of Director: Maureen T. Mullarkey
|
Management
|
|
For
|
|
For
|
|
|
|
|
1I.
|
Election
of Director: Donald K. Schwanz
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
Ratify
the appointment of KPMG LLP as our independent
registered public accounting firm for 2021.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
Approve,
on an advisory basis, the compensation of our
named executive officers as disclosed in the 2021 proxy
statement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
4.
|
Publish
a report on costs and benefits of voluntary
climate- related activities.
|
Shareholder
|
|
Abstain
|
|
Against
|
|
|
|
|
ASTRAZENECA
PLC
|
|
|
|
|
Security
|
046353108
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
AZN
|
|
|
|
Meeting
Date
|
11-May-2021
|
|
|
|
ISIN
|
US0463531089
|
|
|
|
Agenda
|
935384418
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
To
receive the Company's Accounts, the Reports of the
Directors and Auditor and the Strategic Report for the
year ended 31 December 2020.
|
Management
|
|
For
|
|
|
|
|
|
|
2.
|
To
confirm dividends.
|
Management
|
|
For
|
|
|
|
|
|
|
3.
|
To
reappoint PricewaterhouseCoopers LLP as Auditor.
|
Management
|
|
For
|
|
|
|
|
|
|
4.
|
To
authorise the Directors to agree the remuneration of
the Auditor.
|
Management
|
|
For
|
|
|
|
|
|
|
5A.
|
Re-election
of Director: Leif Johansson
|
Management
|
|
For
|
|
|
|
|
|
|
5B.
|
Re-election
of Director: Pascal Soriot
|
Management
|
|
For
|
|
|
|
|
|
|
5C.
|
Re-election
of Director: Marc Dunoyer
|
Management
|
|
For
|
|
|
|
|
|
|
5D.
|
Re-election
of Director: Philip Broadley
|
Management
|
|
For
|
|
|
|
|
|
|
5E.
|
Election
of Director: Euan Ashley
|
Management
|
|
For
|
|
|
|
|
|
|
5F.
|
Re-election
of Director: Michel Demaré
|
Management
|
|
For
|
|
|
|
|
|
|
5G.
|
Re-election
of Director: Deborah DiSanzo
|
Management
|
|
For
|
|
|
|
|
|
|
5H.
|
Election
of Director: Diana Layfield
|
Management
|
|
For
|
|
|
|
|
|
|
5I.
|
Re-election
of Director: Sheri McCoy
|
Management
|
|
For
|
|
|
|
|
|
|
5J.
|
Re-election
of Director: Tony Mok
|
Management
|
|
For
|
|
|
|
|
|
|
5K.
|
Re-election
of Director: Nazneen Rahman
|
Management
|
|
For
|
|
|
|
|
|
|
5L.
|
Re-election
of Director: Marcus Wallenberg
|
Management
|
|
For
|
|
|
|
|
|
|
6.
|
To
approve the Annual Report on Remuneration for the
year ended 31 December 2020.
|
Management
|
|
For
|
|
|
|
|
|
|
7.
|
To
approve the Directors' Remuneration Policy.
|
Management
|
|
Abstain
|
|
|
|
|
|
|
8.
|
To
authorise limited political donations.
|
Management
|
|
For
|
|
|
|
|
|
|
9.
|
To
authorise the Directors to allot shares.
|
Management
|
|
For
|
|
|
|
|
|
|
10.
|
Special
Resolution: To authorise the Directors to disapply
pre- emption rights.
|
Management
|
|
Abstain
|
|
|
|
|
|
|
11.
|
Special
Resolution: To authorise the Directors to further
disapply pre-emption rights for acquisitions and specified
capital investments.
|
Management
|
|
For
|
|
|
|
|
|
|
12.
|
Special
Resolution: To authorise the Company to
purchase its own shares.
|
Management
|
|
For
|
|
|
|
|
|
|
13.
|
Special
Resolution: To reduce the notice period for
general meetings.
|
Management
|
|
For
|
|
|
|
|
|
|
14.
|
To
approve amendments to the Performance Share Plan
2020.
|
Management
|
|
For
|
|
|
|
|
|
|
ASTRAZENECA
PLC
|
|
|
|
|
Security
|
046353108
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
AZN
|
|
|
|
Meeting
Date
|
11-May-2021
|
|
|
|
ISIN
|
US0463531089
|
|
|
|
Agenda
|
935403585
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
(a)
the proposed acquisition by the Company of Alexion
Pharmaceuticals, Inc. and the associated arrangements
to be entered into, all as described in the circular to the
shareholders of the Company dated 12 April 2021 and
substantially on the terms and subject to the conditions
set out in the Merger Agreement dated 12 December
2020 between the Company and Alexion
Pharmaceuticals, Inc. (among others) (the "Transaction"),
be and is hereby approved; and (b) the directors ...(due
to space limits, see proxy statement for full proposal).
|
Management
|
|
For
|
|
|
|
|
|
|
ALEXION
PHARMACEUTICALS, INC.
|
|
|
|
|
Security
|
015351109
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
ALXN
|
|
|
|
Meeting
Date
|
11-May-2021
|
|
|
|
ISIN
|
US0153511094
|
|
|
|
Agenda
|
935410124
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
To
adopt the Agreement and Plan of Merger, dated as of
December 12, 2020 (as it may be amended from time to
time, the "merger agreement") by and among Alexion,
AstraZeneca PLC ("AstraZeneca"), Delta Omega Sub
Holdings Inc., a wholly owned subsidiary of AstraZeneca
("Bidco"), Delta Omega Sub Holdings Inc. 1, a direct,
wholly owned subsidiary of Bidco and Delta Omega Sub
Holdings LLC 2, a direct, wholly owned subsidiary of
Bidco (the "merger proposal").
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
To
approve, on a non-binding, advisory basis, the
compensation that may be paid or become payable to
Alexion's named executive officers that is based on or
otherwise relates to the transactions contemplated by the
merger agreement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
To
approve the adjournment of the Alexion special
meeting, if necessary or appropriate, to solicit additional
proxies if there are not sufficient votes at the time of the
Alexion special meeting to approve the merger proposal
or to ensure that any supplement or amendment to this
proxy statement/ prospectus is timely provided to Alexion
stockholders.
|
Management
|
|
For
|
|
For
|
|
|
|
|
ASTRAZENECA
PLC
|
|
|
|
|
Security
|
046353108
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
AZN
|
|
|
|
Meeting
Date
|
11-May-2021
|
|
|
|
ISIN
|
US0463531089
|
|
|
|
Agenda
|
935414057
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
To
receive the Company's Accounts, the Reports of the
Directors and Auditor and the Strategic Report for the
year ended 31 December 2020.
|
Management
|
|
For
|
|
|
|
|
|
|
2.
|
To
confirm dividends.
|
Management
|
|
For
|
|
|
|
|
|
|
3.
|
To
reappoint PricewaterhouseCoopers LLP as Auditor.
|
Management
|
|
For
|
|
|
|
|
|
|
4.
|
To
authorise the Directors to agree the remuneration of
the Auditor.
|
Management
|
|
For
|
|
|
|
|
|
|
5A.
|
Re-election
of Director: Leif Johansson
|
Management
|
|
For
|
|
|
|
|
|
|
5B.
|
Re-election
of Director: Pascal Soriot
|
Management
|
|
For
|
|
|
|
|
|
|
5C.
|
Re-election
of Director: Marc Dunoyer
|
Management
|
|
For
|
|
|
|
|
|
|
5D.
|
Re-election
of Director: Philip Broadley
|
Management
|
|
For
|
|
|
|
|
|
|
5E.
|
Election
of Director: Euan Ashley
|
Management
|
|
For
|
|
|
|
|
|
|
5F.
|
Re-election
of Director: Michel Demaré
|
Management
|
|
For
|
|
|
|
|
|
|
5G.
|
Re-election
of Director: Deborah DiSanzo
|
Management
|
|
For
|
|
|
|
|
|
|
5H.
|
Election
of Director: Diana Layfield
|
Management
|
|
For
|
|
|
|
|
|
|
5I.
|
Re-election
of Director: Sheri McCoy
|
Management
|
|
For
|
|
|
|
|
|
|
5J.
|
Re-election
of Director: Tony Mok
|
Management
|
|
For
|
|
|
|
|
|
|
5K.
|
Re-election
of Director: Nazneen Rahman
|
Management
|
|
For
|
|
|
|
|
|
|
5L.
|
Re-election
of Director: Marcus Wallenberg
|
Management
|
|
For
|
|
|
|
|
|
|
6.
|
To
approve the Annual Report on Remuneration for the
year ended 31 December 2020.
|
Management
|
|
For
|
|
|
|
|
|
|
7.
|
To
approve the Directors' Remuneration Policy.
|
Management
|
|
Abstain
|
|
|
|
|
|
|
8.
|
To
authorise limited political donations.
|
Management
|
|
For
|
|
|
|
|
|
|
9.
|
To
authorise the Directors to allot shares.
|
Management
|
|
For
|
|
|
|
|
|
|
10.
|
Special
Resolution: To authorise the Directors to disapply
pre- emption rights.
|
Management
|
|
Abstain
|
|
|
|
|
|
|
11.
|
Special
Resolution: To authorise the Directors to further
disapply pre-emption rights for acquisitions and specified
capital investments.
|
Management
|
|
For
|
|
|
|
|
|
|
12.
|
Special
Resolution: To authorise the Company to
purchase its own shares.
|
Management
|
|
For
|
|
|
|
|
|
|
13.
|
Special
Resolution: To reduce the notice period for
general meetings.
|
Management
|
|
For
|
|
|
|
|
|
|
14.
|
To
approve amendments to the Performance Share Plan
2020.
|
Management
|
|
For
|
|
|
|
|
|
|
ASTRAZENECA
PLC
|
|
|
|
|
Security
|
046353108
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
AZN
|
|
|
|
Meeting
Date
|
11-May-2021
|
|
|
|
ISIN
|
US0463531089
|
|
|
|
Agenda
|
935416013
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
(a)
the proposed acquisition by the Company of Alexion
Pharmaceuticals, Inc. and the associated arrangements
to be entered into, all as described in the circular to the
shareholders of the Company dated 12 April 2021 and
substantially on the terms and subject to the conditions
set out in the Merger Agreement dated 12 December
2020 between the Company and Alexion
Pharmaceuticals, Inc. (among others) (the "Transaction"),
be and is hereby approved; and (b) the directors ...(due
to space limits, see proxy statement for full proposal).
|
Management
|
|
For
|
|
|
|
|
|
|
IDORSIA
LTD
|
|
|
|
|
Security
|
H3879B109
|
|
|
|
Meeting
Type
|
Annual
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
12-May-2021
|
|
|
|
ISIN
|
CH0363463438
|
|
|
|
Agenda
|
713900466
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT BENEFICIAL OWNER DETAILS
ARE REQUIRED FOR THIS MEETING. IF-NO
BENEFICIAL OWNER DETAILS ARE PROVIDED,
YOUR INSTRUCTION MAY BE REJECTED.-THANK
YOU.
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT THIS IS AN AMENDMENT TO
MEETING ID 550039 DUE TO SPLITTING-OF
RESOLUTION 5.4. ALL VOTES RECEIVED ON THE
PREVIOUS MEETING WILL BE-DISREGARDED IF
VOTE DEADLINE EXTENSIONS ARE GRANTED.
THEREFORE PLEASE-REINSTRUCT ON THIS
MEETING NOTICE ON THE NEW JOB. IF HOWEVER
VOTE DEADLINE-EXTENSIONS ARE NOT GRANTED
IN THE MARKET, THIS MEETING WILL BE CLOSED
AND-YOUR VOTE INTENTIONS ON THE ORIGINAL
MEETING WILL BE APPLICABLE. PLEASE-ENSURE
VOTING IS SUBMITTED PRIOR TO CUTOFF ON THE
ORIGINAL MEETING, AND AS-SOON AS POSSIBLE
ON THIS NEW AMENDED MEETING. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PART
2 OF THIS MEETING IS FOR VOTING ON
AGENDA AND MEETING ATTENDANCE-REQUESTS
ONLY. PLEASE ENSURE THAT YOU HAVE FIRST
VOTED IN FAVOUR OF THE-REGISTRATION OF
SHARES IN PART 1 OF THE MEETING. IT IS A
MARKET REQUIREMENT-FOR MEETINGS OF THIS
TYPE THAT THE SHARES ARE REGISTERED AND
MOVED TO A-REGISTERED LOCATION AT THE CSD,
AND SPECIFIC POLICIES AT THE INDIVIDUAL-SUB-
CUSTODIANS MAY VARY. UPON RECEIPT OF THE
VOTE INSTRUCTION, IT IS POSSIBLE-THAT A
MARKER MAY BE PLACED ON YOUR SHARES TO
ALLOW FOR RECONCILIATION AND-RE-
REGISTRATION FOLLOWING A TRADE. THEREFORE
WHILST THIS DOES NOT PREVENT THE-TRADING
OF SHARES, ANY THAT ARE REGISTERED MUST BE
FIRST DEREGISTERED IF-REQUIRED FOR
SETTLEMENT. DEREGISTRATION CAN AFFECT THE
VOTING RIGHTS OF THOSE-SHARES. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS,
PLEASE CONTACT YOUR-CLIENT REPRESENTATIVE
|
Non-Voting
|
|
|
|
|
|
|
|
|
1.1
|
ANNUAL
REPORT 2020, CONSOLIDATED FINANCIAL
STATEMENTS 2020, STATUTORY FINANCIAL
STATEMENTS 2020 AND COMPENSATION REPORT
2020: APPROVAL OF ANNUAL REPORT 2020,
CONSOLIDATED FINANCIAL STATEMENTS 2020,
AND STATUTORY FINANCIAL STATEMENTS 2020
|
Management
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|
No
Action
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1.2
|
ANNUAL
REPORT 2020, CONSOLIDATED FINANCIAL
STATEMENTS 2020, STATUTORY FINANCIAL
STATEMENTS 2020 AND COMPENSATION REPORT
2020: CONSULTATIVE VOTE ON THE
COMPENSATION REPORT 2020
|
Management
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No
Action
|
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2
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APPROPRIATION
OF AVAILABLE EARNINGS
|
Management
|
|
No
Action
|
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3
|
DISCHARGE
OF THE BOARD OF DIRECTORS AND
OF THE EXECUTIVE COMMITTEE
|
Management
|
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No
Action
|
|
|
|
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4
|
INCREASE
AND EXTENSION OF THE EXISTING
AUTHORISED SHARE CAPITAL
|
Management
|
|
No
Action
|
|
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|
|
|
|
5.1.1
|
RE-ELECTION
OF MEMBER OF THE BOARD OF
DIRECTORS: MATHIEU SIMON
|
Management
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|
No
Action
|
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5.1.2
|
RE-ELECTION
OF MEMBER OF THE BOARD OF
DIRECTORS: JOERN ALDAG
|
Management
|
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No
Action
|
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|
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5.1.3
|
RE-ELECTION
OF MEMBER OF THE BOARD OF
DIRECTORS: JEAN-PAUL CLOZEL
|
Management
|
|
No
Action
|
|
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|
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5.1.4
|
RE-ELECTION
OF MEMBER OF THE BOARD OF
DIRECTORS: FELIX R. EHRAT
|
Management
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|
No
Action
|
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5.1.5
|
RE-ELECTION
OF MEMBER OF THE BOARD OF
DIRECTORS: SANDY MAHATME
|
Management
|
|
No
Action
|
|
|
|
|
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5.2.1
|
ELECTION
OF NEW DIRECTOR: PETER KELLOGG
|
Management
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|
No
Action
|
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5.2.2
|
ELECTION
OF NEW DIRECTOR: SRISHTI GUPTA
|
Management
|
|
No
Action
|
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5.3
|
RE-ELECTION
OF THE CHAIR OF THE BOARD OF
DIRECTORS: MATHIEU SIMON
|
Management
|
|
No
Action
|
|
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5.4.1
|
ELECTION
OF THE NOMINATING, GOVERNANCE
AND COMPENSATION COMMITTEE: MATHIEU SIMON
|
Management
|
|
No
Action
|
|
|
|
|
|
|
5.4.2
|
ELECTION
OF THE NOMINATING, GOVERNANCE
AND COMPENSATION COMMITTEE: JOERN ALDAG
|
Management
|
|
No
Action
|
|
|
|
|
|
|
5.4.3
|
ELECTION
OF THE NOMINATING, GOVERNANCE
AND COMPENSATION COMMITTEE: FELIX R. EHRAT
|
Management
|
|
No
Action
|
|
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|
5.4.4
|
ELECTION
OF THE NOMINATING, GOVERNANCE
AND COMPENSATION COMMITTEE: SRISHTI GUPTA
|
Management
|
|
No
Action
|
|
|
|
|
|
|
6.1
|
APPROVAL
OF BOARD COMPENSATION AND
EXECUTIVE COMMITTEE COMPENSATION:
APPROVAL OF BOARD COMPENSATION (NON-
EXECUTIVE DIRECTORS) FOR THE 2021-2022 TERM
OF OFFICE
|
Management
|
|
No
Action
|
|
|
|
|
|
|
6.2
|
APPROVAL
OF BOARD COMPENSATION AND
EXECUTIVE COMMITTEE COMPENSATION:
APPROVAL OF EXECUTIVE COMMITTEE
COMPENSATION 2022
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7
|
ELECTION
OF THE INDEPENDENT PROXY:
BACHMANNPARTNER SACHWALTER UND
TREUHAND AG
|
Management
|
|
No
Action
|
|
|
|
|
|
|
8
|
ELECTION
OF THE STATUTORY AUDITORS: ERNST
AND YOUNG AG, BASEL
|
Management
|
|
No
Action
|
|
|
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|
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|
LIBERTY
LATIN AMERICA LTD.
|
|
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|
Security
|
G9001E102
|
|
|
|
Meeting
Type
|
Annual
|
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Ticker
Symbol
|
LILA
|
|
|
|
Meeting
Date
|
12-May-2021
|
|
|
|
ISIN
|
BMG9001E1021
|
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|
|
Agenda
|
935370976
- Management
|
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|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
DIRECTOR
|
Management
|
|
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|
1
|
Charles
H.R. Bracken
|
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For
|
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For
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|
2
|
Balan
Nair
|
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|
|
For
|
|
For
|
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|
|
|
3
|
Eric
L. Zinterhofer
|
|
|
|
For
|
|
For
|
|
|
|
|
2.
|
A
proposal to appoint KPMG LLP as our independent
registered public accounting firm for the fiscal year
ending December 31, 2021, and to authorize the Board,
acting by the audit committee, to determine the
independent auditors renumeration.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
A
proposal to approve, on an advisory basis, the
compensation of our named executive officers as
described in the proxy statement under the heading
"Executive Officers and Directors Compensation."
|
Management
|
|
For
|
|
For
|
|
|
|
|
4.
|
A
proposal to approve an amendment to the Liberty Latin
America 2018 Incentive Plan to increase the number of
shares authorized under such plan from 25,000,000 to
75,000,000.
|
Management
|
|
Against
|
|
Against
|
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|
FORTERRA,
INC.
|
|
|
|
|
Security
|
34960W106
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
FRTA
|
|
|
|
Meeting
Date
|
12-May-2021
|
|
|
|
ISIN
|
US34960W1062
|
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|
|
Agenda
|
935400678
- Management
|
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|
|
|
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|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
DIRECTOR
|
Management
|
|
|
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|
1
|
Chris
Meyer
|
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|
For
|
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For
|
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|
2
|
R.
"Chip" Cammerer, Jr.
|
|
|
|
For
|
|
For
|
|
|
|
|
|
3
|
Rafael
Colorado
|
|
|
|
For
|
|
For
|
|
|
|
|
|
4
|
Maureen
Harrell
|
|
|
|
For
|
|
For
|
|
|
|
|
|
5
|
Chad
Lewis
|
|
|
|
For
|
|
For
|
|
|
|
|
|
6
|
Karl
H. Watson, Jr.
|
|
|
|
For
|
|
For
|
|
|
|
|
2.
|
To
ratify the appointment of Ernst & Young LLP as our
independent registered public accounting firm for 2021.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
To
approve, on an advisory basis, the compensation of
our named executive officers.
|
Management
|
|
For
|
|
For
|
|
|
|
|
FLIR
SYSTEMS, INC.
|
|
|
|
|
Security
|
302445101
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
FLIR
|
|
|
|
Meeting
Date
|
13-May-2021
|
|
|
|
ISIN
|
US3024451011
|
|
|
|
Agenda
|
935403624
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
To
adopt the Agreement and Plan of Merger by and
among Teledyne Technologies Incorporated
("Teledyne"), Firework Merger Sub I, Inc. ("Merger Sub
I"), Firework Merger Sub II, LLC ("Merger Sub II"), and
FLIR Systems, Inc. ("FLIR"), pursuant to which Merger
Sub I will merge with and into FLIR, with FLIR surviving,
and immediately thereafter FLIR will merge with and into
Merger Sub II ("Mergers"), with Merger Sub II surviving
and continuing as a wholly owned subsidiary of Teledyne
("FLIR Merger Proposal").
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
To
approve, on a non-binding, advisory basis, the
compensation that will or may become payable to FLIR's
named executive officers in connection with the Mergers.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
To
approve one or more adjournments of the special
meeting of stockholders of FLIR, if necessary or
appropriate, to solicit additional proxies if there are
insufficient votes to approve the FLIR Merger Proposal at
the time of the special meeting.
|
Management
|
|
For
|
|
For
|
|
|
|
|
AEGION
CORPORATION
|
|
|
|
|
Security
|
00770F104
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
AEGN
|
|
|
|
Meeting
Date
|
14-May-2021
|
|
|
|
ISIN
|
US00770F1049
|
|
|
|
Agenda
|
935386816
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
To
adopt the Agreement and Plan of Merger, dated
February 16, 2021 and amended March 13, 2021 (the
"merger agreement"), among Carter Intermediate, Inc.,
Carter Acquisition, Inc. ("Merger Sub") and Aegion
Corporation, pursuant to which Merger Sub will merge
with and into Aegion Corporation (the "merger").
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
To
approve, on a non-binding advisory basis, specified
compensation that may be paid or become payable to
Aegion Corporation's named executive officers in
connection with the merger and contemplated by the
merger agreement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
To
approve one or more adjournments of the Special
Meeting, if necessary or appropriate, to solicit additional
proxies if there are insufficient votes at the time of the
Special Meeting to approve the proposal to adopt the
merger agreement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
BEL
FUSE INC.
|
|
|
|
|
Security
|
077347201
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
BELFA
|
|
|
|
Meeting
Date
|
18-May-2021
|
|
|
|
ISIN
|
US0773472016
|
|
|
|
Agenda
|
935386208
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
DIRECTOR
|
Management
|
|
|
|
|
|
|
|
|
|
1
|
John
F. Tweedy
|
|
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For
|
|
For
|
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|
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|
|
2
|
Mark
B. Segall
|
|
|
|
For
|
|
For
|
|
|
|
|
|
3
|
Eric
Nowling
|
|
|
|
For
|
|
For
|
|
|
|
|
2.
|
With
respect to the ratification of the designation of Grant
Thornton LLP to audit Bel's books and accounts for 2021.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
With
respect to the approval, on an advisory basis, of the
executive compensation of Bel's named executive
officers as described in the proxy statement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
SHAW
COMMUNICATIONS INC
|
|
|
|
|
Security
|
82028K200
|
|
|
|
Meeting
Type
|
Special
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
20-May-2021
|
|
|
|
ISIN
|
CA82028K2002
|
|
|
|
Agenda
|
714108506
- Management
|
|
|
|
|
|
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|
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|
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|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT THIS IS AN AMENDMENT TO
MEETING ID 536522 DUE TO RECEIPT OF-THE
INFORMATION THAT MEETING IS A VOTABLE
MEETING. ALL VOTES RECEIVED ON THE-PREVIOUS
MEETING WILL BE DISREGARDED AND YOU WILL
NEED TO REINSTRUCT ON THIS-MEETING NOTICE.
THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
A
SPECIAL RESOLUTION, THE FULL TEXT OF WHICH
IS SET FORTH IN APPENDIX A TO THE
ACCOMPANYING MANAGEMENT INFORMATION
CIRCULAR DATED APRIL 14, 2021 (THE "CIRCULAR"),
TO APPROVE THE PROPOSED ARRANGEMENT
BETWEEN SHAW COMMUNICATIONS INC. ("SHAW"),
ROGERS COMMUNICATIONS INC. (THE
"PURCHASER") AND THE HOLDERS OF CLASS A
PARTICIPATING SHARES AND CLASS B NON-
VOTING PARTICIPATING SHARES OF SHAW
PURSUANT TO A PLAN OF ARRANGEMENT UNDER
SECTION 193 OF THE BUSINESS CORPORATIONS
ACT (ALBERTA), WHEREBY THE PURCHASER WILL,
AMONG OTHER THINGS, ACQUIRE ALL OF THE
ISSUED AND OUTSTANDING CLASS A
PARTICIPATING SHARES AND CLASS B NON-
VOTING PARTICIPATING SHARES IN THE CAPITAL
OF SHAW, AS MORE PARTICULARLY DESCRIBED IN
THE CIRCULAR
|
Management
|
|
For
|
|
For
|
|
|
|
|
CMMT
|
10
MAY 2021: PLEASE NOTE THAT SHAREHOLDERS
ARE ALLOWED TO VOTE 'IN FAVOR' OR-'AGAINST'
ONLY FOR RESOLUTION 1. ABSTAIN IS NOT A
VOTING OPTION ON THIS-MEETING. THANK YOU.
|
Non-Voting
|
|
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|
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|
|
CMMT
|
10
MAY 2021: PLEASE NOTE THAT THIS IS A
REVISION DUE TO MODIFICATION OF-COMMENT. IF
YOU HAVE ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT VOTE AGAIN-UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU
|
Non-Voting
|
|
|
|
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|
|
BARINGS
BDC, INC.
|
|
|
|
|
Security
|
06759L103
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
BBDC
|
|
|
|
Meeting
Date
|
20-May-2021
|
|
|
|
ISIN
|
US06759L1035
|
|
|
|
Agenda
|
935375104
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1A.
|
Election
of Class III Director to serve until the 2024
Annual Meeting: David Mihalick
|
Management
|
|
For
|
|
For
|
|
|
|
|
1B.
|
Election
of Class III Director to serve until the 2024
Annual Meeting: Thomas W. Okel
|
Management
|
|
For
|
|
For
|
|
|
|
|
1C.
|
Election
of Class III Director to serve until the 2024
Annual Meeting: Jill Olmstead
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
To
authorize the Company, with subsequent approval of
its Board of Directors, to issue and sell shares of its
common stock at a price below its then current net asset
value per share in one or more offerings, subject to
certain limitations (including, without limitation, that the
number of shares does not exceed 30% of its then
outstanding common stock immediately prior to each
such offering).
|
Management
|
|
For
|
|
For
|
|
|
|
|
RAYONIER
INC.
|
|
|
|
|
Security
|
754907103
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
RYN
|
|
|
|
Meeting
Date
|
20-May-2021
|
|
|
|
ISIN
|
US7549071030
|
|
|
|
Agenda
|
935383389
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1A.
|
Election
of Director: Dod A. Fraser
|
Management
|
|
For
|
|
For
|
|
|
|
|
1B.
|
Election
of Director: Keith E. Bass
|
Management
|
|
For
|
|
For
|
|
|
|
|
1C.
|
Election
of Director: Scott R. Jones
|
Management
|
|
For
|
|
For
|
|
|
|
|
1D.
|
Election
of Director: V. Larkin Martin
|
Management
|
|
For
|
|
For
|
|
|
|
|
1E.
|
Election
of Director: Meridee A. Moore
|
Management
|
|
For
|
|
For
|
|
|
|
|
1F.
|
Election
of Director: Ann C. Nelson
|
Management
|
|
For
|
|
For
|
|
|
|
|
1G.
|
Election
of Director: David L. Nunes
|
Management
|
|
For
|
|
For
|
|
|
|
|
1H.
|
Election
of Director: Matthew J. Rivers
|
Management
|
|
For
|
|
For
|
|
|
|
|
1I.
|
Election
of Director: Andrew G. Wiltshire
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
Approval,
on a non-binding advisory basis, of the
compensation of our named executive officers as
disclosed in the proxy statement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
Ratification
of the appointment of Ernst & Young, LLP as
the independent registered public accounting firm for
2021.
|
Management
|
|
For
|
|
For
|
|
|
|
|
SGL
CARBON SE
|
|
|
|
|
Security
|
D6949M108
|
|
|
|
Meeting
Type
|
Annual
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
21-May-2021
|
|
|
|
ISIN
|
DE0007235301
|
|
|
|
Agenda
|
713856865
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDER DETAILS ARE
REQUIRED TO VOTE AT THIS MEETING. IF-NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF
BEING REJECTED. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
ACCORDING
TO GERMAN LAW, IN CASE OF
SPECIFIC CONFLICTS OF INTEREST IN-
CONNECTION WITH SPECIFIC ITEMS OF THE
AGENDA FOR THE GENERAL MEETING YOU ARE-
NOT ENTITLED TO EXERCISE YOUR VOTING
RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT-BE
EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS
HAS REACHED CERTAIN THRESHOLDS-AND YOU
HAVE NOT COMPLIED WITH ANY OF YOUR
MANDATORY VOTING RIGHTS-NOTIFICATIONS
PURSUANT TO THE GERMAN SECURITIES TRADING
ACT (WPHG). FOR-QUESTIONS IN THIS REGARD
PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE-FOR CLARIFICATION. IF YOU DO
NOT HAVE ANY INDICATION REGARDING SUCH
CONFLICT-OF INTEREST, OR ANOTHER EXCLUSION
FROM VOTING, PLEASE SUBMIT YOUR VOTE AS-
USUAL.
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
INFORMATION
ON COUNTER PROPOSALS CAN BE
FOUND DIRECTLY ON THE ISSUER'S-WEBSITE
(PLEASE REFER TO THE MATERIAL URL SECTION
OF THE APPLICATION). IF YOU-WISH TO ACT ON
THESE ITEMS, YOU WILL NEED TO REQUEST A
MEETING ATTEND AND-VOTE YOUR SHARES
DIRECTLY AT THE COMPANY'S MEETING. COUNTER
PROPOSALS CANNOT-BE REFLECTED ON THE
BALLOT ON PROXYEDGE.
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
FROM
10TH FEBRUARY, BROADRIDGE WILL CODE
ALL AGENDAS FOR GERMAN MEETINGS IN-ENGLISH
ONLY. IF YOU WISH TO SEE THE AGENDA IN
GERMAN, THIS WILL BE MADE-AVAILABLE AS A LINK
UNDER THE MATERIAL URL DROPDOWN AT THE
TOP OF THE BALLOT.-THE GERMAN AGENDAS FOR
ANY EXISTING OR PAST MEETINGS WILL REMAIN IN
PLACE.-FOR FURTHER INFORMATION, PLEASE
CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE.
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
RECEIVE
FINANCIAL STATEMENTS AND
STATUTORY REPORTS FOR FISCAL YEAR 2020
|
Non-Voting
|
|
|
|
|
|
|
|
|
2
|
APPROVE
DISCHARGE OF MANAGEMENT BOARD
FOR FISCAL YEAR 2020
|
Management
|
|
No
Action
|
|
|
|
|
|
|
3
|
APPROVE
DISCHARGE OF SUPERVISORY BOARD
FOR FISCAL YEAR 2020
|
Management
|
|
No
Action
|
|
|
|
|
|
|
4
|
RATIFY
KPMG AG AS AUDITORS FOR FISCAL YEAR
2021
|
Management
|
|
No
Action
|
|
|
|
|
|
|
5
|
APPROVE
CANCELLATION OF CONDITIONAL
CAPITAL 2004
|
Management
|
|
No
Action
|
|
|
|
|
|
|
6
|
APPROVE
CANCELLATION OF CONDITIONAL
CAPITAL 2015
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7
|
AMEND
ARTICLES RE: ONLINE PARTICIPATION
|
Management
|
|
No
Action
|
|
|
|
|
|
|
FBL
FINANCIAL GROUP, INC.
|
|
|
|
|
Security
|
30239F106
|
|
|
|
Meeting
Type
|
Contested-Special
|
|
|
Ticker
Symbol
|
FFG
|
|
|
|
Meeting
Date
|
21-May-2021
|
|
|
|
ISIN
|
US30239F1066
|
|
|
|
Agenda
|
935356724
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
To
consider and vote on a proposal to adopt the
Agreement and Plan of Merger, dated as of January 11,
2021 (as amended, supplemented or otherwise modified
from time to time, the "Merger Agreement"), by and
among Farm Bureau Property & Casualty Insurance
Company, an Iowa domiciled stock property and casualty
insurance company ("Parent"), 5400 Merger Sub, Inc., an
Iowa corporation and wholly owned subsidiary of Parent,
and the Company.
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
To
consider and vote on a proposal to approve, on an
advisory, non-binding basis, certain compensation that
may be paid or become payable to the Company's
named executive officers in connection with the merger.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
To
consider and vote on a proposal to approve the
adjournment of the special meeting from time to time, if
necessary, to solicit additional proxies if there are
insufficient votes at the time of the special meeting to
approve the proposal to adopt the Merger Agreement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
CIRCOR
INTERNATIONAL, INC.
|
|
|
|
|
Security
|
17273K109
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
CIR
|
|
|
|
Meeting
Date
|
25-May-2021
|
|
|
|
ISIN
|
US17273K1097
|
|
|
|
Agenda
|
935391526
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1A
|
Election
of Class I director to continue until the Annual
Meeting of Stockholders in 2022: Scott Buckhout
|
Management
|
|
For
|
|
For
|
|
|
|
|
1B
|
Election
of Class I director to continue until the Annual
Meeting of Stockholders in 2022: Samuel R. Chapin
|
Management
|
|
For
|
|
For
|
|
|
|
|
1C
|
Election
of Class I director to continue until the Annual
Meeting of Stockholders in 2022: David F. Dietz
|
Management
|
|
For
|
|
For
|
|
|
|
|
1D
|
Election
of Class I director to continue until the Annual
Meeting of Stockholders in 2022: Tina M. Donikowski
|
Management
|
|
For
|
|
For
|
|
|
|
|
1E
|
Election
of Class I director to continue until the Annual
Meeting of Stockholders in 2022: Bruce Lisman
|
Management
|
|
For
|
|
For
|
|
|
|
|
1F
|
Election
of Class I director to continue until the Annual
Meeting of Stockholders in 2022: John (Andy) O'Donnell
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
To
ratify the selection by the Audit Committee of the
Board of Directors of the Company of Ernst & Young LLP
as the Company's independent auditors for the fiscal year
ending December 31, 2021.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
To
consider an advisory vote approving the
compensation of the Company's Named Executive
Officers.
|
Management
|
|
For
|
|
For
|
|
|
|
|
4.
|
To
approve an amendment to the Company's 2019 Stock
Option and Incentive Plan to increase the number of
shares available for issuance thereunder by 1,000,000.
|
Management
|
|
For
|
|
For
|
|
|
|
|
DOREL
INDUSTRIES INC
|
|
|
|
|
Security
|
25822C205
|
|
|
|
Meeting
Type
|
Annual
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
26-May-2021
|
|
|
|
ISIN
|
CA25822C2058
|
|
|
|
Agenda
|
713964270
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDERS ARE
ALLOWED TO VOTE 'IN FAVOR' OR 'ABSTAIN'-ONLY
FOR ALL RESOLUTIONS. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
1.1
|
ELECTION
OF DIRECTOR: MARTIN SCHWARTZ
|
Management
|
|
For
|
|
For
|
|
|
|
|
1.2
|
ELECTION
OF DIRECTOR: ALAN SCHWARTZ
|
Management
|
|
For
|
|
For
|
|
|
|
|
1.3
|
ELECTION
OF DIRECTOR: JEFFREY SCHWARTZ
|
Management
|
|
For
|
|
For
|
|
|
|
|
1.4
|
ELECTION
OF DIRECTOR: JEFF SEGEL
|
Management
|
|
For
|
|
For
|
|
|
|
|
1.5
|
ELECTION
OF DIRECTOR: MAURICE TOUSSON
|
Management
|
|
For
|
|
For
|
|
|
|
|
1.6
|
ELECTION
OF DIRECTOR: DIAN COHEN
|
Management
|
|
For
|
|
For
|
|
|
|
|
1.7
|
ELECTION
OF DIRECTOR: ALAIN BENEDETTI
|
Management
|
|
For
|
|
For
|
|
|
|
|
1.8
|
ELECTION
OF DIRECTOR: NORMAN M. STEINBERG
|
Management
|
|
For
|
|
For
|
|
|
|
|
1.9
|
ELECTION
OF DIRECTOR: BRAD A. JOHNSON
|
Management
|
|
For
|
|
For
|
|
|
|
|
1.10
|
ELECTION
OF DIRECTOR: SHARON RANSON
|
Management
|
|
For
|
|
For
|
|
|
|
|
2
|
APPOINTMENT
OF AUDITORS: APPOINTMENT OF
KPMG LLP, CHARTERED PROFESSIONAL
ACCOUNTANTS, AS AUDITORS OF THE COMPANY
AND AUTHORIZING THE DIRECTORS TO FIX THEIR
REMUNERATION
|
Management
|
|
For
|
|
For
|
|
|
|
|
HALDEX
AB
|
|
|
|
|
Security
|
W3924P122
|
|
|
|
Meeting
Type
|
Annual
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
26-May-2021
|
|
|
|
ISIN
|
SE0000105199
|
|
|
|
Agenda
|
714013151
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
AN
ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS
AN AGAINST VOTE IF THE MEETING-REQUIRES
APPROVAL FROM THE MAJORITY OF PARTICIPANTS
TO PASS A RESOLUTION
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
MARKET
RULES REQUIRE DISCLOSURE OF
BENEFICIAL OWNER INFORMATION FOR ALL
VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE-POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED-IN ORDER FOR YOUR
VOTE TO BE LODGED
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
IMPORTANT
MARKET PROCESSING REQUIREMENT:
A BENEFICIAL OWNER SIGNED POWER OF-
ATTORNEY (POA) IS REQUIRED IN ORDER TO
LODGE AND EXECUTE YOUR VOTING-
INSTRUCTIONS IN THIS MARKET. ABSENCE OF A
POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE
REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE
CONTACT YOUR CLIENT SERVICE-
REPRESENTATIVE
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDER DETAILS ARE
REQUIRED TO VOTE AT THIS MEETING. IF-NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF
BEING REJECTED. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
"INTERMEDIARY
CLIENTS ONLY - PLEASE NOTE
THAT IF YOU ARE CLASSIFIED AS AN-
INTERMEDIARY CLIENT UNDER THE RIGHTS
DIRECTIVE II, YOU SHOULD BE PROVIDING-THE
UNDERLYING SHAREHOLDER INFORMATION AT
THE VOTE INSTRUCTION LEVEL. IF YOU-ARE
UNSURE ON HOW TO PROVIDE THIS LEVEL OF
DATA TO BROADRIDGE OUTSIDE OF-PROXYEDGE,
PLEASE SPEAK TO YOUR DEDICATED CLIENT
SERVICE REPRESENTATIVE FOR-ASSISTANCE"
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
OPENING
OF THE GENERAL MEETING AND
ELECTION OF CHAIRMAN OF THE GENERAL-
MEETING: STEFAN CHARETTE
|
Non-Voting
|
|
|
|
|
|
|
|
|
2
|
DRAWING
UP AND APPROVAL OF THE VOTING LIST
|
Non-Voting
|
|
|
|
|
|
|
|
|
3
|
ELECTION
OF TWO PERSONS TO ATTEST THE
MINUTES: THE BOARD PROPOSES THAT TWO-
ADJUSTERS BE APPOINTED, AND THAT PATRICIA
HEDELIUS, REPRESENTATIVE FOR AMF-
PENSIONSFORSAKRING AB AND ANDERS
ALGOTSSON, REPRESENTATIVE FOR AFA-
SJUKFORSAKRINGS AB BE APPOINTED AS
ADJUSTERS
|
Non-Voting
|
|
|
|
|
|
|
|
|
4
|
DETERMINATION
OF WHETHER THE GENERAL
MEETING HAS BEEN PROPERLY CONVENED
|
Non-Voting
|
|
|
|
|
|
|
|
|
5
|
APPROVAL
OF THE AGENDA
|
Non-Voting
|
|
|
|
|
|
|
|
|
6
|
PRESENTATION
OF THE ANNUAL REPORT AND THE
AUDIT REPORT AND THE CONSOLIDATED-
FINANCIAL STATEMENTS AND THE AUDIT REPORT
ON THE CONSOLIDATED FINANCIAL-STATEMENTS
|
Non-Voting
|
|
|
|
|
|
|
|
|
7.A
|
RESOLUTION
ON ADOPTION OF THE PROFIT AND
LOSS ACCOUNT AND THE BALANCE SHEET AND
THE CONSOLIDATED PROFIT AND LOSS ACCOUNT
AND THE CONSOLIDATED BALANCE SHEET
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7.B.1
|
RESOLUTION
ON DISCHARGE OF LIABILITY FOR
MEMBER OF THE BOARD OF DIRECTORS AND THE
MANAGING DIRECTOR THE FINANCIAL YEAR 2020:
JORGEN DURBAN (1 JANUARY - 23 JUNE 2020)
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7.B.2
|
RESOLUTION
ON DISCHARGE OF LIABILITY FOR
MEMBER OF THE BOARD OF DIRECTORS AND THE
MANAGING DIRECTOR THE FINANCIAL YEAR 2020:
MARKUS GUSTAFSSON (1 JANUARY - 23 JUNE 2020)
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7.B.3
|
RESOLUTION
ON DISCHARGE OF LIABILITY FOR
MEMBER OF THE BOARD OF DIRECTORS AND THE
MANAGING DIRECTOR THE FINANCIAL YEAR 2020:
BERND GOTTSCHALK (1 JANUARY - 23 JUNE 2020)
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7.B.4
|
RESOLUTION
ON DISCHARGE OF LIABILITY FOR
MEMBER OF THE BOARD OF DIRECTORS AND THE
MANAGING DIRECTOR THE FINANCIAL YEAR 2020:
MIKAEL THUNVED (1 JANUARY - 23 JUNE 2020)
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7.B.5
|
RESOLUTION
ON DISCHARGE OF LIABILITY FOR
MEMBER OF THE BOARD OF DIRECTORS AND THE
MANAGING DIRECTOR THE FINANCIAL YEAR 2020:
HELENE SVAHN, VD OCH STYRELSELEDAMOT (1
JANUARY - 31 DECEMBER 2020)
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7.B.6
|
RESOLUTION
ON DISCHARGE OF LIABILITY FOR
MEMBER OF THE BOARD OF DIRECTORS AND THE
MANAGING DIRECTOR THE FINANCIAL YEAR 2020:
STEFAN CHARETTE (23 JUNE - 31 DECEMBER 2020)
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7.B.7
|
RESOLUTION
ON DISCHARGE OF LIABILITY FOR
MEMBER OF THE BOARD OF DIRECTORS AND THE
MANAGING DIRECTOR THE FINANCIAL YEAR 2020:
HAKAN KARLSSON (23 JUNE - 31 DECEMBER 2020
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7.B.8
|
RESOLUTION
ON DISCHARGE OF LIABILITY FOR
MEMBER OF THE BOARD OF DIRECTORS AND THE
MANAGING DIRECTOR THE FINANCIAL YEAR 2020:
VIVEKA EKBERG (23 JUNE - 31 DECEMBER 2020)
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7.B.9
|
RESOLUTION
ON DISCHARGE OF LIABILITY FOR
MEMBER OF THE BOARD OF DIRECTORS AND THE
MANAGING DIRECTOR THE FINANCIAL YEAR 2020:
CATHARINA MODAHL-NILSSON (23 JUNE - 31
DECEMBER 2020)
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7.B10
|
RESOLUTION
ON DISCHARGE OF LIABILITY FOR
MEMBER OF THE BOARD OF DIRECTORS AND THE
MANAGING DIRECTOR THE FINANCIAL YEAR 2020:
DZEKI MACKINOVSKI (29 DECEMBER - 31
DECEMBER 2020)
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7.B11
|
RESOLUTION
ON DISCHARGE OF LIABILITY FOR
MEMBER OF THE BOARD OF DIRECTORS AND THE
MANAGING DIRECTOR THE FINANCIAL YEAR 2020:
DETLEF BORGHARDT (29 DECEMBER - 31
DECEMBER 2020)
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7.B12
|
RESOLUTION
ON DISCHARGE OF LIABILITY FOR
MEMBER OF THE BOARD OF DIRECTORS AND THE
MANAGING DIRECTOR THE FINANCIAL YEAR 2020:
PER HOLMQVIST (1 JANUARY - 31 DECEMBER 2020)
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7.B13
|
RESOLUTION
ON DISCHARGE OF LIABILITY FOR
MEMBER OF THE BOARD OF DIRECTORS AND THE
MANAGING DIRECTOR THE FINANCIAL YEAR 2020:
PER-OLOF BJALLSTAL (1 JANUARY - 31 DECEMBER
2020)
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7.B14
|
RESOLUTION
ON DISCHARGE OF LIABILITY FOR
MEMBER OF THE BOARD OF DIRECTORS AND THE
MANAGING DIRECTOR THE FINANCIAL YEAR 2020:
JAHAD SHAKO (1 JANUARY - 31 DECEMBER 2020)
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7.B15
|
RESOLUTION
ON DISCHARGE OF LIABILITY FOR
MEMBER OF THE BOARD OF DIRECTORS AND THE
MANAGING DIRECTOR THE FINANCIAL YEAR 2020:
JIMMY EMILSSON (1 JANUARY - 31 DECEMBER 2020)
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7.C
|
RESOLUTION
ON ALLOCATION OF THE COMPANY'S
PROFIT ACCORDING TO THE ADOPTED BALANCE
SHEET AND DETERMINATION OF THE RECORD
DATE FOR RECEIPT OF DIVIDEND: THE BOARD OF
DIRECTORS PROPOSES THAT NO DIVIDEND WILL
BE PAID AND THAT THE GENERAL MEETING
RESOLVES THAT THE ACCRUED PROFITS WILL BE
CARRIED FORWARD
|
Management
|
|
No
Action
|
|
|
|
|
|
|
8
|
PLEASE
NOTE THAT THIS RESOLUTION IS A
SHAREHOLDER PROPOSAL: DETERMINATION OF
THE NUMBER OF DIRECTORS AND AUDITORS:
BOARD CONSISTS OF SIX MEMBERS ELECTED BY
THE ANNUAL GENERAL MEETING AND PROPOSES
THAT THE COMPANY HAVE AN AUDITING COMPANY
AS AUDITOR
|
Shareholder
|
|
No
Action
|
|
|
|
|
|
|
9
|
PLEASE
NOTE THAT THIS RESOLUTION IS A
SHAREHOLDER PROPOSAL: DETERMINATION OF
FEES TO THE DIRECTORS
|
Shareholder
|
|
No
Action
|
|
|
|
|
|
|
10
|
PLEASE
NOTE THAT THIS RESOLUTION IS A
SHAREHOLDER PROPOSAL: DETERMINATION OF
FEES TO THE AUDITORS
|
Shareholder
|
|
No
Action
|
|
|
|
|
|
|
11.A
|
PLEASE
NOTE THAT THIS RESOLUTION IS A
SHAREHOLDER PROPOSAL: RE-ELECTION OF
STEFAN CHARETTE, VIVEKA EKBERG, HAKAN
KARLSSON, CATHARINA MODAHL NILSSON, DETLEF
BORGHARDT AND DZEKI MACKINOVSKI
|
Shareholder
|
|
No
Action
|
|
|
|
|
|
|
11.B
|
PLEASE
NOTE THAT THIS RESOLUTION IS A
SHAREHOLDER PROPOSAL: NEW ELECTION OF
HAKAN KARLSSON AS CHAIRMAN OF THE BOARD
|
Shareholder
|
|
No
Action
|
|
|
|
|
|
|
11.C
|
PLEASE
NOTE THAT THIS RESOLUTION IS A
SHAREHOLDER PROPOSAL: RE-ELECTION OF THE
AUDITING COMPANY OHRLINGS
PRICEWATERHOUSECOOPERS AB (PWC) IN
ACCORDANCE WITH THE AUDIT COMMITTEE'S
RECOMMENDATION. PWC HAS ANNOUNCED THAT
PWC INTENDS TO APPOINT THE AUTHORIZED
PUBLIC ACCOUNTANT CARL FOGELBERG AS THE
PRINCIPAL AUDITOR
|
Shareholder
|
|
No
Action
|
|
|
|
|
|
|
12
|
RESOLUTION
ON APPROVAL OF THE
REMUNERATION REPORT
|
Management
|
|
No
Action
|
|
|
|
|
|
|
13
|
RESOLUTION
ON THE BOARD OF DIRECTORS'
PROPOSAL TO GUIDELINES FOR REMUNERATION
TO MEMBERS OF THE EXECUTIVE MANAGEMENT
|
Management
|
|
No
Action
|
|
|
|
|
|
|
14
|
RESOLUTION
ON THE ESTABLISHMENT OF A LONG-
TERM INCENTIVE PROGRAM (LTI)
|
Management
|
|
No
Action
|
|
|
|
|
|
|
15
|
RESOLUTION
ON THE BOARD OF DIRECTORS'
PROPOSAL TO AMEND THE ARTICLES OF
ASSOCIATION
|
Management
|
|
No
Action
|
|
|
|
|
|
|
16
|
RESOLUTION
ON THE BOARD OF DIRECTORS'
PROPOSAL TO AUTHORIZE THE BOARD OF
DIRECTORS TO DECIDE ON A NEW SHARE ISSUE
|
Management
|
|
No
Action
|
|
|
|
|
|
|
17.A
|
RESOLUTION
ON AUTHORIZATION FOR THE BOARD
TO RESOLVE ON ACQUISITIONS OF OWN SHARES
|
Management
|
|
No
Action
|
|
|
|
|
|
|
17.B
|
RESOLUTION
ON AUTHORIZATION FOR THE BOARD
TO RESOLVE ON TRANSFERS OF OWN SHARES IN
CONNECTION TO CORPORATE ACQUISITIONS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
18
|
PLEASE
NOTE THAT THIS RESOLUTION IS A
SHAREHOLDER PROPOSAL: RESOLUTION ON
NOMINATION COMMITTEE INSTRUCTIONS
|
Shareholder
|
|
No
Action
|
|
|
|
|
|
|
19
|
CLOSING
OF THE GENERAL MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
29
APR 2021: PLEASE NOTE THAT THIS IS A
REVISION DUE TO CHANGE IN RECORD DATE-FROM
14 MAY 2021 TO 18 MAY 2021. IF YOU HAVE
ALREADY SENT IN YOUR VOTES,-PLEASE DO NOT
VOTE AGAIN UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL-INSTRUCTIONS. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
CHEVRON
CORPORATION
|
|
|
|
|
Security
|
166764100
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
CVX
|
|
|
|
Meeting
Date
|
26-May-2021
|
|
|
|
ISIN
|
US1667641005
|
|
|
|
Agenda
|
935390132
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1A.
|
Election
of Director: Wanda M. Austin
|
Management
|
|
For
|
|
For
|
|
|
|
|
1B.
|
Election
of Director: John B. Frank
|
Management
|
|
For
|
|
For
|
|
|
|
|
1C.
|
Election
of Director: Alice P. Gast
|
Management
|
|
For
|
|
For
|
|
|
|
|
1D.
|
Election
of Director: Enrique Hernandez, Jr.
|
Management
|
|
For
|
|
For
|
|
|
|
|
1E.
|
Election
of Director: Marillyn A. Hewson
|
Management
|
|
For
|
|
For
|
|
|
|
|
1F.
|
Election
of Director: Jon M. Huntsman Jr.
|
Management
|
|
For
|
|
For
|
|
|
|
|
1G.
|
Election
of Director: Charles W. Moorman IV
|
Management
|
|
For
|
|
For
|
|
|
|
|
1H.
|
Election
of Director: Dambisa F. Moyo
|
Management
|
|
For
|
|
For
|
|
|
|
|
1I.
|
Election
of Director: Debra Reed-Klages
|
Management
|
|
For
|
|
For
|
|
|
|
|
1J.
|
Election
of Director: Ronald D. Sugar
|
Management
|
|
For
|
|
For
|
|
|
|
|
1K.
|
Election
of Director: D. James Umpleby III
|
Management
|
|
For
|
|
For
|
|
|
|
|
1L.
|
Election
of Director: Michael K. Wirth
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
Ratification
of Appointment of PricewaterhouseCoopers
LLP as Independent Registered Public Accounting Firm.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
Advisory
Vote to Approve Named Executive Officer
Compensation.
|
Management
|
|
For
|
|
For
|
|
|
|
|
4.
|
Reduce
Scope 3 Emissions.
|
Shareholder
|
|
Abstain
|
|
Against
|
|
|
|
|
5.
|
Report
on Impacts of Net Zero 2050 Scenario.
|
Shareholder
|
|
Abstain
|
|
Against
|
|
|
|
|
6.
|
Shift
to Public Benefit Corporation.
|
Shareholder
|
|
Against
|
|
For
|
|
|
|
|
7.
|
Report
on Lobbying.
|
Shareholder
|
|
Abstain
|
|
Against
|
|
|
|
|
8.
|
Independent
Chair.
|
Shareholder
|
|
Against
|
|
For
|
|
|
|
|
9.
|
Special
Meetings.
|
Shareholder
|
|
Against
|
|
For
|
|
|
|
|
SPORTSMAN'S
WAREHOUSE HOLDINGS, INC.
|
|
|
|
|
Security
|
84920Y106
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
SPWH
|
|
|
|
Meeting
Date
|
26-May-2021
|
|
|
|
ISIN
|
US84920Y1064
|
|
|
|
Agenda
|
935394065
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.1
|
Election
of Director: Joseph P. Schneider
|
Management
|
|
For
|
|
For
|
|
|
|
|
1.2
|
Election
of Director: Christopher Eastland
|
Management
|
|
For
|
|
For
|
|
|
|
|
1.3
|
Election
of Director: Philip Williamson
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
Ratification
of the appointment of Grant Thornton LLP as
the Company's independent registered public accounting
firm for fiscal 2021.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
Approval,
on an advisory basis, of our named executive
officer compensation.
|
Management
|
|
For
|
|
For
|
|
|
|
|
ALAMOS
GOLD INC.
|
|
|
|
|
Security
|
011532108
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
AGI
|
|
|
|
Meeting
Date
|
27-May-2021
|
|
|
|
ISIN
|
CA0115321089
|
|
|
|
Agenda
|
935403206
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1
|
DIRECTOR
|
Management
|
|
|
|
|
|
|
|
|
|
1
|
Elaine
Ellingham
|
|
|
|
For
|
|
For
|
|
|
|
|
|
2
|
David
Fleck
|
|
|
|
For
|
|
For
|
|
|
|
|
|
3
|
David
Gower
|
|
|
|
For
|
|
For
|
|
|
|
|
|
4
|
Claire
M. Kennedy
|
|
|
|
For
|
|
For
|
|
|
|
|
|
5
|
John
A. McCluskey
|
|
|
|
For
|
|
For
|
|
|
|
|
|
6
|
Monique
Mercier
|
|
|
|
For
|
|
For
|
|
|
|
|
|
7
|
Paul
J. Murphy
|
|
|
|
For
|
|
For
|
|
|
|
|
|
8
|
J.
Robert S. Prichard
|
|
|
|
For
|
|
For
|
|
|
|
|
|
9
|
Kenneth
Stowe
|
|
|
|
For
|
|
For
|
|
|
|
|
2
|
Appointment
of KPMG LLP as auditors of the Company
for the ensuing year and authorizing the directors to fix
their remuneration.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3
|
To
consider, and if deemed advisable, pass a resolution
to approve an advisory resolution on the Company's
approach to executive compensation.
|
Management
|
|
For
|
|
For
|
|
|
|
|
ASALEO
CARE LTD
|
|
|
|
|
Security
|
Q0557U102
|
|
|
|
Meeting
Type
|
Scheme
Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
01-Jun-2021
|
|
|
|
ISIN
|
AU000000AHY8
|
|
|
|
Agenda
|
713988787
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1
|
"THAT,
IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 411 OF THE CORPORATIONS ACT 2001
(CTH): (A) THE MEMBERS AGREE TO THE SCHEME
OF ARRANGEMENT PROPOSED BETWEEN THE
COMPANY AND THE HOLDERS OF ITS ORDINARY
SHARES, AS CONTAINED IN AND MORE
PARTICULARLY DESCRIBED IN THE SCHEME
BOOKLET ACCOMPANYING THE NOTICE
CONVENING THIS MEETING (WITH OR WITHOUT
ANY ALTERATIONS OR CONDITIONS AGREED TO IN
WRITING BETWEEN THE COMPANY AND THE
BIDDER OR ANY ALTERATIONS OR CONDITIONS
REQUIRED BY THE COURT TO WHICH THE
COMPANY AND THE BIDDER AGREE); AND (B) THE
BOARD OF DIRECTORS OF THE COMPANY IS
AUTHORISED TO IMPLEMENT THE SCHEME WITH
ANY SUCH ALTERATIONS OR CONDITIONS."
|
Management
|
|
For
|
|
For
|
|
|
|
|
BOINGO
WIRELESS, INC.
|
|
|
|
|
Security
|
09739C102
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
WIFI
|
|
|
|
Meeting
Date
|
01-Jun-2021
|
|
|
|
ISIN
|
US09739C1027
|
|
|
|
Agenda
|
935427662
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
To
adopt the Merger Agreement and Plan of Merger,
dated as of February 26, 2021, by and among White
Sands Parent, Inc., White Sands Bidco, Inc., and Boingo
Wireless, Inc., as it may be amended from time to time.
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
To
approve the adoption of any proposal to adjourn the
Special Meeting to a later date or dates if necessary or
appropriate to solicit additional proxies if there are
insufficient votes to adopt the Merger Agreement at the
time of the Special Meeting.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
To
approve, by non-binding, advisory vote, compensation
that will or may become payable by Boingo Wireless, Inc.
to its named executive officers in connection with the
merger.
|
Management
|
|
For
|
|
For
|
|
|
|
|
EUSKALTEL
S.A.
|
|
|
|
|
Security
|
E4R02W105
|
|
|
|
Meeting
Type
|
Annual
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
02-Jun-2021
|
|
|
|
ISIN
|
ES0105075008
|
|
|
|
Agenda
|
714033038
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDER DETAILS ARE
REQUIRED TO VOTE AT THIS MEETING. IF-NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF
BEING REJECTED. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE IN THE EVENT THE MEETING DOES
NOT REACH QUORUM, THERE WILL BE A-SECOND
CALL ON 03 JUN 2020. CONSEQUENTLY, YOUR
VOTING INSTRUCTIONS WILL-REMAIN VALID FOR
ALL CALLS UNLESS THE AGENDA IS AMENDED.
THANK YOU.
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
APPROVE
CONSOLIDATED AND STANDALONE
FINANCIAL STATEMENTS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
2
|
APPROVE
CONSOLIDATED AND STANDALONE
MANAGEMENT REPORTS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
3
|
APPROVE
NON-FINANCIAL INFORMATION
STATEMENT
|
Management
|
|
No
Action
|
|
|
|
|
|
|
4
|
APPROVE
DISCHARGE OF BOARD
|
Management
|
|
No
Action
|
|
|
|
|
|
|
5
|
RENEW
APPOINTMENT OF KPMG AUDITORES AS
AUDITOR
|
Management
|
|
No
Action
|
|
|
|
|
|
|
6
|
APPROVE
ALLOCATION OF INCOME AND DIVIDENDS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7
|
AMEND
REMUNERATION POLICY FOR FY 2019, 2020
AND 2021
|
Management
|
|
No
Action
|
|
|
|
|
|
|
8
|
RECEIVE
AMENDMENTS TO BOARD OF DIRECTORS
REGULATIONS
|
Non-Voting
|
|
|
|
|
|
|
|
|
9
|
AUTHORIZE
BOARD TO RATIFY AND EXECUTE
APPROVED RESOLUTIONS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
10
|
ADVISORY
VOTE ON REMUNERATION REPORT
|
Management
|
|
No
Action
|
|
|
|
|
|
|
CMMT
|
04
MAY 2021: PLEASE NOTE THAT IF YOU HOLD
CREST DEPOSITORY INTERESTS (CDIS)-AND
PARTICIPATE AT THIS MEETING, YOU (OR YOUR
CREST SPONSORED-MEMBER/CUSTODIAN) WILL BE
REQUIRED TO INSTRUCT A TRANSFER OF THE
RELEVANT-CDIS TO THE ESCROW ACCOUNT
SPECIFIED IN THE ASSOCIATED CORPORATE
EVENT IN THE-CREST SYSTEM. THIS TRANSFER
WILL NEED TO BE COMPLETED BY THE SPECIFIED
CREST-SYSTEM DEADLINE. ONCE THIS TRANSFER
HAS SETTLED, THE CDIS WILL BE BLOCKED IN-THE
CREST SYSTEM. THE CDIS WILL BE RELEASED
FROM ESCROW AS SOON AS-PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
|
Non-Voting
|
|
|
|
|
|
|
|
|
|
OTHERWISE-SPECIFIED.
IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE-
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS-
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION-AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE-
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST-
SPONSORED MEMBER/CUSTODIAN DIRECTLY FOR
FURTHER INFORMATION ON THE CUSTODY-
PROCESS AND WHETHER OR NOT THEY REQUIRE
SEPARATE INSTRUCTIONS FROM YOU
|
|
|
|
|
|
|
|
|
|
|
|
CMMT
|
04
MAY 2021: PLEASE NOTE THAT THIS IS A
REVISION DUE TO ADDITION OF COMMENT.-IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
YASHILI
INTERNATIONAL HOLDINGS LTD
|
|
|
|
|
Security
|
G98340105
|
|
|
|
Meeting
Type
|
Annual
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
02-Jun-2021
|
|
|
|
ISIN
|
KYG983401053
|
|
|
|
Agenda
|
714038747
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT THE COMPANY NOTICE AND
PROXY FORM ARE AVAILABLE BY CLICKING-ON THE
URL LINKS:-
https://www1.hkexnews.hk/listedco/listconews/sehk/2021/
0429/2021042901855.pdf-AND-
https://www1.hkexnews.hk/listedco/listconews/sehk/2021/
0429/2021042902131.pdf
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDERS ARE
ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST' FOR-
ALL RESOLUTIONS, ABSTAIN IS NOT A VOTING
OPTION ON THIS MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
TO
RECEIVE THE AUDITED CONSOLIDATED
FINANCIAL STATEMENTS OF THE COMPANY AND
THE REPORTS OF THE DIRECTORS AND AUDITORS
FOR THE YEAR ENDED 31 DECEMBER 2020
|
Management
|
|
For
|
|
For
|
|
|
|
|
2
|
TO
RE-ELECT MR. GU PEIJI (ALIAS PHILIP GU) AS A
NON-EXECUTIVE DIRECTOR OF THE COMPANY
|
Management
|
|
For
|
|
For
|
|
|
|
|
3
|
TO
RE-ELECT MR. MOK WAI BUN BEN AS AN
INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE
COMPANY
|
Management
|
|
For
|
|
For
|
|
|
|
|
4
|
TO
RE-ELEC T MR. LEE KONG WAI CONWAY AS AN
INDEPENDEN T NON-EXECUTIVE DIRECTOR OF THE
COMPANY
|
Management
|
|
Against
|
|
Against
|
|
|
|
|
5
|
TO
AUTHORIZE THE BOARD OF DIRECTORS OF THE
COMPANY (THE "BOARD") TO FIX THE
REMUNERATION OF THE DIRECTORS OF THE
COMPANY
|
Management
|
|
For
|
|
For
|
|
|
|
|
6
|
TO
RE-APPOINT ERNST & YOUNG AS AUDITORS OF
THE COMPANY AND TO AUTHORIZE THE BOARD TO
FIX THEIR REMUNERATION
|
Management
|
|
For
|
|
For
|
|
|
|
|
7
|
TO
GIVE A GENERAL MANDATE TO THE DIRECTORS
TO REPURCHASE SHARES OF THE COMPANY NOT
EXCEEDING 10% OF THE TOTAL NUMBER OF
ISSUED SHARES OF THE COMPANY AS AT THE
DATE OF PASSING OF THIS RESOLUTION
|
Management
|
|
For
|
|
For
|
|
|
|
|
8
|
TO
GIVE A GENERAL MANDATE TO THE DIRECTORS
TO ISSUE, ALLOT AND DEAL WITH ADDITIONAL
SHARES OF THE COMPANY NOT EXCEEDING 20%
OF THE TOTAL NUMBER OF ISSUED SHARES OF
THE COMPANY AS AT THE DATE OF PASSING OF
THIS RESOLUTION
|
Management
|
|
Against
|
|
Against
|
|
|
|
|
9
|
TO
EXTEND THE GENERAL MANDATE GRANTED TO
THE DIRECTORS TO ISSUE, ALLOT AND DEAL WITH
ADDITIONAL SHARES IN THE CAPITAL OF THE
COMPANY BY THE AGGREGATE NUMBER OF THE
SHARES REPURCHASED BY THE COMPANY
|
Management
|
|
Against
|
|
Against
|
|
|
|
|
HUNTER
DOUGLAS NV
|
|
|
|
|
Security
|
N4327C122
|
|
|
|
Meeting
Type
|
ExtraOrdinary
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
02-Jun-2021
|
|
|
|
ISIN
|
ANN4327C1220
|
|
|
|
Agenda
|
714169441
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1
|
OTHER
BUSINESS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
HUNTER
DOUGLAS NV
|
|
|
|
|
Security
|
N4327C122
|
|
|
|
Meeting
Type
|
Annual
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
02-Jun-2021
|
|
|
|
ISIN
|
ANN4327C1220
|
|
|
|
Agenda
|
714169465
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1
|
REPORT
TO THE SHAREHOLDERS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
2
|
ACCEPT
FINANCIAL STATEMENTS AND STATUTORY
REPORTS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
3
|
APPROVE
DISCHARGE OF BOARD OF DIRECTORS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
4
|
REELECT
A. NUHN, A. RUYS, R. SONNENBERG, F.
WAGENER AS DIRECTORS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
5
|
RATIFY
ERNST YOUNG ACCOUNTANTS LLP AS
AUDITORS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
6
|
OTHER
BUSINESS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
CMMT
|
17
MAY 2021: PLEASE NOTE THAT BENEFICIAL
OWNER DETAILS IS REQUIRED FOR THIS-MEETING.
IF NO BENEFICIAL OWNER DETAILS IS PROVIDED,
YOUR INSTRUCTION MAY BE-REJECTED. THANK
YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
17
MAY 2021: PLEASE NOTE THAT SHAREHOLDER
DETAILS ARE REQUIRED TO VOTE AT-THIS
MEETING. IF NO SHAREHOLDER DETAILS ARE
PROVIDED, YOUR INSTRUCTION MAY-CARRY A
HEIGHTENED RISK OF BEING REJECTED. THANK
YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
17
MAY 2021: PLEASE NOTE THAT THIS IS A
REVISION DUE TO ADDITION OF COMMENTS.-IF
YOU HAVE ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT VOTE AGAIN UNLESS YOU-DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
|
Non-Voting
|
|
|
|
|
|
|
|
|
DEVOTEAM
SA
|
|
|
|
|
Security
|
F26011100
|
|
|
|
Meeting
Type
|
MIX
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
04-Jun-2021
|
|
|
|
ISIN
|
FR0000073793
|
|
|
|
Agenda
|
714021780
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
THE
FOLLOWING APPLIES TO SHAREHOLDERS
THAT DO NOT HOLD SHARES DIRECTLY WITH A-
FRENCH CUSTODIAN: PROXY CARDS: VOTING
INSTRUCTIONS WILL BE FORWARDED TO THE-
GLOBAL CUSTODIANS ON THE VOTE DEADLINE
DATE. IN CAPACITY AS REGISTERED-
INTERMEDIARY, THE GLOBAL CUSTODIANS WILL
SIGN THE PROXY CARDS AND FORWARD-THEM TO
THE LOCAL CUSTODIAN. IF YOU REQUEST MORE
INFORMATION, PLEASE CONTACT-YOUR CLIENT
REPRESENTATIVE.
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
FOLLOWING
CHANGES IN THE FORMAT OF PROXY
CARDS FOR FRENCH MEETINGS, ABSTAIN-IS NOW
A VALID VOTING OPTION. FOR ANY ADDITIONAL
ITEMS RAISED AT THE MEETING-THE VOTING
OPTION WILL DEFAULT TO 'AGAINST', OR FOR
POSITIONS WHERE THE PROXY-CARD IS NOT
COMPLETED BY BROADRIDGE, TO THE
PREFERENCE OF YOUR CUSTODIAN.
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDER DETAILS ARE
REQUIRED TO VOTE AT THIS MEETING. IF-NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF
BEING REJECTED. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT DUE TO THE CURRENT
COVID19 CRISIS AND IN ACCORDANCE WITH THE-
PROVISIONS ADOPTED BY THE FRENCH
GOVERNMENT UNDER LAW NO. 2020-1379 OF-
NOVEMBER 14, 2020, EXTENDED AND MODIFIED BY
LAW NO 2020-1614 OF DECEMBER 18,-2020 THE
GENERAL MEETING WILL TAKE PLACE BEHIND
CLOSED DOORS WITHOUT THE-PHYSICAL
PRESENCE OF THE SHAREHOLDERS. TO COMPLY
WITH THESE LAWS, PLEASE DO-NOT SUBMIT ANY
REQUESTS TO ATTEND THE MEETING IN PERSON.
SHOULD THIS-SITUATION CHANGE, THE COMPANY
ENCOURAGES ALL SHAREHOLDERS TO
REGULARLY-CONSULT THE COMPANY WEBSITE
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
APPROVAL
OF THE STATUTORY FINANCIAL
STATEMENTS FOR THE FINANCIAL YEAR ENDING
DECEMBER 31, 2020. APPROVAL OF THE NON-
DEDUCTIBLE EXPENSES
|
Management
|
|
No
Action
|
|
|
|
|
|
|
2
|
APPROVAL
OF THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE FINANCIAL YEAR ENDING
DECEMBER 31, 2020
|
Management
|
|
No
Action
|
|
|
|
|
|
|
3
|
APPROVAL
OF RELATED PARTIES TRANSACTIONS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
4
|
ALLOCATION
OF THE 2020 NET PROFIT
|
Management
|
|
No
Action
|
|
|
|
|
|
|
5
|
ANNUAL
COMPENSATION OF THE SUPERVISORY
BOARD MEMBERS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
6
|
OPINION
ON COMPENSATION OF MR. STANISLAS
DE BENTZMANN, CHAIRMAN OF THE MANAGEMENT
BOARD, AWARDED FOR THE FINANCIAL YEAR
ENDING DECEMBER 31, 2020
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7
|
ADVISORY
VOTE ON COMPENSATION OF MR.
GODEFROY DE BENTZMANN, CEO, MEMBER OF THE
MANAGEMENT BOARD, AWARDED FOR THE
FINANCIAL YEAR ENDING DECEMBER 31, 2020
|
Management
|
|
No
Action
|
|
|
|
|
|
|
8
|
COMPENSATION
POLICY FOR THE CEO, MEMBER
OF THE MANAGEMENT BOARD
|
Management
|
|
No
Action
|
|
|
|
|
|
|
9
|
COMPENSATION
POLICY FOR THE CHAIRMAN OF
THE MANAGEMENT BOARD
|
Management
|
|
No
Action
|
|
|
|
|
|
|
10
|
RENEWAL
OF MRS CAROLE DESPORT'S TERM OF
OFFICE, AS MEMBER OF THE SUPERVISORY BOARD
|
Management
|
|
No
Action
|
|
|
|
|
|
|
11
|
RESIGNATION
OF MRS VALERIE KNIAZEFF, AS
MEMBER OF THE SUPERVISORY BOARD
|
Management
|
|
No
Action
|
|
|
|
|
|
|
12
|
AUTHORIZATION
TO BE GRANTED TO THE
MANAGEMENT BOARD TO PURCHASE SHARES OF
THE COMPANY UP TO A LIMIT OF 10% OF ITS
SHARE CAPITAL
|
Management
|
|
No
Action
|
|
|
|
|
|
|
13
|
AUTHORIZATION
AND POWERS TO BE GRANTED TO
THE MANAGEMENT BOARD TO REDUCE THE SHARE
CAPITAL BY CANCELLING TREASURY SHARES HELD
BY THE COMPANY
|
Management
|
|
No
Action
|
|
|
|
|
|
|
14
|
POWERS
OF ATTORNEY
|
Management
|
|
No
Action
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT IMPORTANT ADDITIONAL
MEETING INFORMATION IS AVAILABLE BY-CLICKING
ON THE MATERIAL URL LINK:-https://www.journal-
officiel.gouv.fr/balo/document/202104282101226-51
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
INTERMEDIARY
CLIENTS ONLY - PLEASE NOTE
THAT IF YOU ARE CLASSIFIED AS AN-
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE-PROVIDING
THE UNDERLYING SHAREHOLDER INFORMATION
AT THE VOTE INSTRUCTION-LEVEL. IF YOU ARE
UNSURE ON HOW TO PROVIDE THIS LEVEL OF
DATA TO BROADRIDGE-OUTSIDE OF PROXYEDGE,
PLEASE SPEAK TO YOUR DEDICATED CLIENT
SERVICE-REPRESENTATIVE FOR ASSISTANCE
|
Non-Voting
|
|
|
|
|
|
|
|
|
GASLOG
LTD.
|
|
|
|
|
Security
|
G37585109
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
GLOG
|
|
|
|
Meeting
Date
|
04-Jun-2021
|
|
|
|
ISIN
|
BMG375851091
|
|
|
|
Agenda
|
935432372
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
To
approve (a) the Agreement and Plan of Merger, dated
as of February 21, 2021 (as amended, the "merger
agreement"), by and among GasLog Ltd., GEPIF III
Crown Bidco L.P. and GEPIF III Crown MergerCo
Limited, (b) the related statutory merger agreement and
(c) the merger contemplated by the merger agreement,
on the terms and subject to the conditions set forth
therein.
|
Management
|
|
For
|
|
For
|
|
|
|
|
STEEL
PARTNERS HOLDINGS L.P.
|
|
|
|
|
Security
|
85814R107
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
SPLP
|
|
|
|
Meeting
Date
|
09-Jun-2021
|
|
|
|
ISIN
|
US85814R1077
|
|
|
|
Agenda
|
935414108
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
DIRECTOR
|
Management
|
|
|
|
|
|
|
|
|
|
1
|
John
P. McNiff
|
|
|
|
For
|
|
For
|
|
|
|
|
|
2
|
General
Richard I. Neal
|
|
|
|
For
|
|
For
|
|
|
|
|
|
3
|
Lon
Rosen
|
|
|
|
For
|
|
For
|
|
|
|
|
|
4
|
Eric
P. Karros
|
|
|
|
For
|
|
For
|
|
|
|
|
|
5
|
James
Benenson III
|
|
|
|
For
|
|
For
|
|
|
|
|
|
6
|
Rory
H. Tahari
|
|
|
|
For
|
|
For
|
|
|
|
|
2.
|
To
approve, on an advisory basis, the compensation of
the Company's named executive officers.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
To
ratify the selection of Deloitte & Touche LLP as our
independent registered public accounting firm for the
fiscal year ending December 31, 2021.
|
Management
|
|
For
|
|
For
|
|
|
|
|
4.
|
To
approve the amendment and restatement of the
Amended & Restated 2018 Incentive Award Plan to
increase the number of LP Units reserved for issuance by
1,000,000.
|
Management
|
|
For
|
|
For
|
|
|
|
|
GAMESYS
GROUP PLC
|
|
|
|
|
Security
|
G3727J107
|
|
|
|
Meeting
Type
|
Annual
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
10-Jun-2021
|
|
|
|
ISIN
|
GB00BZ14BX56
|
|
|
|
Agenda
|
714128231
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1
|
TO
RECEIVE THE REPORTS OF THE DIRECTORS
AND OF THE AUDITOR AND THE AUDITED
FINANCIAL STATEMENTS OF THE COMPANY FOR
THE FINANCIAL YEAR ENDED 31 DECEMBER 2020
|
Management
|
|
For
|
|
For
|
|
|
|
|
2
|
TO
APPROVE THE DIRECTORS' REMUNERATION
REPORT (EXCLUDING THE DIRECTORS'
REMUNERATION POLICY) FOR THE FINANCIAL
YEAR ENDED 31 DECEMBER 2020
|
Management
|
|
For
|
|
For
|
|
|
|
|
3
|
TO
APPROVE THE DIRECTORS' REMUNERATION
POLICY AS SET OUT WITHIN THE ANNUAL REPORT
|
Management
|
|
For
|
|
For
|
|
|
|
|
4
|
TO
BDO LLP AS AUDITOR TO HOLD OFFICE FROM
THE CONCLUSION OF THIS MEETING UNTIL THE
CONCLUSION OF THE NEXT GENERAL MEETING OF
THE COMPANY AT WHICH ACCOUNTS ARE LAID
|
Management
|
|
For
|
|
For
|
|
|
|
|
5
|
TO
AUTHORISE THE AND RISK COMMITTEE FOR ON
BEHALF OF THE BOARD TO DETERMINE THE
REMUNERATION OF THE AUDITOR
|
Management
|
|
For
|
|
For
|
|
|
|
|
6
|
TO
DECLARE AND PAY A FINAL DIVIDEND IN THE
AMOUNT OF 28 PENCE PER ORDINARY SHARE THE
YEAR ENDED 31 DECEMBER 2020
|
Management
|
|
For
|
|
For
|
|
|
|
|
7
|
TO
RE-APPOINT NEIL GOULDEN AS A DIRECTOR OF
THE COMPANY
|
Management
|
|
For
|
|
For
|
|
|
|
|
8
|
TO
RE-APPOINT LEE FENTON AS A DIRECTOR OF
THE COMPANY
|
Management
|
|
For
|
|
For
|
|
|
|
|
9
|
TO
RE-APPOINT KEITH LASLOP AS A DIRECTOR OF
THE COMPANY
|
Management
|
|
For
|
|
For
|
|
|
|
|
10
|
TO
APPOINT TINA SOUTHALL AS A DIRECTOR OF
THE COMPANY
|
Management
|
|
For
|
|
For
|
|
|
|
|
11
|
TO
RE-APPOINT ROBESON REEVES AS A DIRECTOR
OF THE COMPANY
|
Management
|
|
For
|
|
For
|
|
|
|
|
12
|
TO
RE-APPOINT NIGEL BREWSTER AS A DIRECTOR
OF THE COMPANY
|
Management
|
|
For
|
|
For
|
|
|
|
|
13
|
TO
RE-APPOINT JIM RYAN AS A DIRECTOR OF THE
COMPANY
|
Management
|
|
For
|
|
For
|
|
|
|
|
14
|
TO
RE-APPOINT COLIN STURGEON AS A DIRECTOR
OF THE COMPANY
|
Management
|
|
For
|
|
For
|
|
|
|
|
15
|
TO
RE-APPOINT ANDRIA VIDLER AS A DIRECTOR OF
THE COMPANY
|
Management
|
|
For
|
|
For
|
|
|
|
|
16
|
TO
RE-APPOINT KATIE AS A DIRECTOR OF THE
COMPANY
|
Management
|
|
For
|
|
For
|
|
|
|
|
17
|
TO
AUTHORISE THE COMPANY TO MAKE POLITICAL
DONATIONS AND INCUR POLITICAL EXPENDITURE
|
Management
|
|
For
|
|
For
|
|
|
|
|
18
|
TO
AUTHORISE THE DIRECTORS TO ALLOT SHARES
|
Management
|
|
For
|
|
For
|
|
|
|
|
19
|
TO
AUTHORISE THE DIRECTORS TO DISAPPLY
STATUTORY PRE-EMPTION RIGHTS IN RESPECT OF
5% OF THE COMPANY'S ISSUED SHARE CAPITAL
|
Management
|
|
Abstain
|
|
Against
|
|
|
|
|
20
|
TO
AUTHORISE THE DIRECTORS TO DISAPPLY
STATUTORY PRE-EMPTION RIGHTS IN RESPECT OF
AN ADDITIONAL 5% OF THE COMPANY'S ISSUED
SHARE CAPITAL
|
Management
|
|
Abstain
|
|
Against
|
|
|
|
|
21
|
TO
AUTHORISE THE COMPANY TO PURCHASE ITS
OWN SHARES
|
Management
|
|
For
|
|
For
|
|
|
|
|
22
|
TO
AUTHORISE THE CALLING OF GENERAL
MEETINGS OF THE COMPANY BY NOTICE OF 14
CLEAR DAYS
|
Management
|
|
For
|
|
For
|
|
|
|
|
CMMT
|
11
MAY 2021: PLEASE NOTE THAT THIS IS A
REVISION DUE TO MODIFICATION OF THE-TEXT OF
RESOLUTION 11. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT-VOTE AGAIN
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
TIKKURILA
OYJ
|
|
|
|
|
Security
|
X90959101
|
|
|
|
Meeting
Type
|
Annual
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
10-Jun-2021
|
|
|
|
ISIN
|
FI4000008719
|
|
|
|
Agenda
|
714202455
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
MARKET
RULES REQUIRE DISCLOSURE OF
BENEFICIAL OWNER INFORMATION FOR ALL
VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE-POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED-IN ORDER FOR YOUR
VOTE TO BE LODGED
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
A
POA IS NEEDED TO APPOINT OWN
REPRESENTATIVE BUT IS NOT NEEDED IF A
FINNISH-SUB/BANK IS APPOINTED EXCEPT IF THE
SHAREHOLDER IS FINNISH THEN A POA WOULD-
STILL BE REQUIRED.
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDER DETAILS ARE
REQUIRED TO VOTE AT THIS MEETING. IF-NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF
BEING REJECTED. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT THIS IS AN AMENDMENT TO
MEETING ID 581297 DUE TO RESOLUTION-16 IS
SINGLE VOTABLE ITEM. ALL VOTES RECEIVED ON
THE PREVIOUS MEETING WILL BE-DISREGARDED
AND YOU WILL NEED TO REINSTRUCT ON THIS
MEETING NOTICE. THANK-YOU.
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
INTERMEDIARY
CLIENTS ONLY - PLEASE NOTE
THAT IF YOU ARE CLASSIFIED AS AN-
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE-PROVIDING
THE UNDERLYING SHAREHOLDER INFORMATION
AT THE VOTE INSTRUCTION-LEVEL. IF YOU ARE
UNSURE ON HOW TO PROVIDE THIS LEVEL OF
DATA TO BROADRIDGE-OUTSIDE OF PROXYEDGE,
PLEASE SPEAK TO YOUR DEDICATED CLIENT
SERVICE-REPRESENTATIVE FOR ASSISTANCE
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
OPENING
OF THE MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
2
|
CALLING
THE MEETING TO ORDER
|
Non-Voting
|
|
|
|
|
|
|
|
|
3
|
ELECTION
OF PERSON TO SCRUTINIZE THE
MINUTES AND TO SUPERVISE THE COUNTING OF-
VOTES
|
Non-Voting
|
|
|
|
|
|
|
|
|
4
|
RECORDING
THE LEGALITY OF THE MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
5
|
RECORDING
THE ATTENDANCE AT THE MEETING
AND ADOPTION OF THE LIST OF VOTES
|
Non-Voting
|
|
|
|
|
|
|
|
|
6
|
PRESENTATION
OF THE FINANCIAL STATEMENTS,
THE CONSOLIDATED FINANCIAL-STATEMENTS, THE
BOARD OF DIRECTORS' REPORT, AND THE
AUDITOR'S REPORT FOR 2020
|
Non-Voting
|
|
|
|
|
|
|
|
|
7
|
ADOPTION
OF THE FINANCIAL STATEMENTS AND
THE CONSOLIDATED FINANCIAL STATEMENT
|
Management
|
|
No
Action
|
|
|
|
|
|
|
8
|
DUE
TO THE ONGOING TENDER OFFER FOR ALL
THE ISSUED AND OUTSTANDING SHARES OF THE
COMPANY BY PPG INDUSTRIES, INC., THE BOARD
OF DIRECTORS PROPOSES THAT TIKKURILA'S
ANNUAL GENERAL MEETING DECIDES THAT NO
DIVIDEND BE PAID FROM THE FINANCIAL YEAR 2020
RESOLUTION ON THE USE OF THE PROFIT SHOWN
ON THE BALANCE SHEET AND THE PAYMENT OF
DIVIDEND
|
Management
|
|
No
Action
|
|
|
|
|
|
|
9
|
RESOLUTION
ON THE DISCHARGE OF THE
MEMBERS OF THE BOARD OF DIRECTORS AND THE
CEO FROM LIABILITY
|
Management
|
|
No
Action
|
|
|
|
|
|
|
10
|
THE
BOARD OF DIRECTORS PROPOSES THAT THE
ANNUAL GENERAL MEETING ADOPTS THE
REMUNERATION REPORT FOR THE YEAR 2020
ADOPTION OF THE REMUNERATION REPORT FOR
GOVERNING BODIES
|
Management
|
|
No
Action
|
|
|
|
|
|
|
11
|
THE
NOMINATION BOARD PROPOSES TO THE
ANNUAL GENERAL MEETING THAT THE
REMUNERATION OF THE MEMBERS OF THE BOARD
OF DIRECTORS WOULD REMAIN UNCHANGED AND
THAT THE ANNUAL REMUNERATION WOULD BE:
EUR 64,000 FOR THE CHAIRMAN, EUR 40,000 FOR
THE VICE CHAIRMAN OF THE BOARD OF
DIRECTORS AND THE CHAIRMAN OF THE AUDIT
COMMITTEE, AND EUR 32,000 FOR OTHER
MEMBERS OF THE BOARD OF DIRECTORS. THE
ANNUAL REMUNERATION IS PAID FULLY IN CASH.
RESOLUTION ON THE REMUNERATION OF THE
MEMBERS OF THE BOARD OF DIRECTORS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
12
|
THE
NOMINATION BOARD PROPOSES TO THE
ANNUAL GENERAL MEETING THAT THE NUMBER OF
THE MEMBERS OF THE BOARD OF DIRECTORS TO
BE ELECTED BE SEVEN (7). RESOLUTION ON THE
NUMBER OF MEMBERS OF THE BOARD OF
DIRECTORS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
13
|
THE
NOMINATION BOARD PROPOSES TO THE
ANNUAL GENERAL MEETING THAT THE PRESENT
MEMBERS LARS PETER LINDFORS, RIITTA
MYNTTINEN, JARI PAASIKIVI, ANDREY
PANTYUKHOV, CATHERINE SAHLGREN, PETTERI
WALLD N AND HEIKKI WESTERLUND WOULD BE RE-
ELECTED FOR A TERM ENDING AT THE CLOSURE
OF THE NEXT ANNUAL GENERAL MEETING, UNLESS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
|
THE
CONDITIONAL RESOLUTION PROPOSED
UNDER ITEM 16 BECOMES EFFECTIVE AT AN
EARLIER DATE WITH RESPECT TO THE TERM OF
ANY SUCH BOARD MEMBERS. ELECTION OF
MEMBERS, CHAIRMAN AND VICE CHAIRMAN OF THE
BOARD OF DIRECTORS
|
|
|
|
|
|
|
|
|
|
|
|
14
|
THE
BOARD OF DIRECTORS PROPOSES TO THE
ANNUAL GENERAL MEETING, ON THE
RECOMMENDATION OF THE AUDIT COMMITTEE,
THAT THE AUDITOR'S FEES BE PAID AGAINST AN
INVOICE APPROVED BY THE COMPANY.
RESOLUTION ON THE REMUNERATION OF THE
AUDITOR
|
Management
|
|
No
Action
|
|
|
|
|
|
|
15
|
THE
BOARD OF DIRECTORS PROPOSES TO THE
ANNUAL GENERAL MEETING, ON THE
RECOMMENDATION OF THE AUDIT COMMITTEE,
THAT THE AUTHORIZED PUBLIC ACCOUNTANT FIRM
ERNST & YOUNG OY BE RE-ELECTED AS THE
COMPANY'S AUDITOR FOR THE TERM THAT ENDS
AT THE END OF THE NEXT ANNUAL GENERAL
MEETING. ERNST & YOUNG OY HAS INFORMED
THAT APA ANTTI SUOMINEN WILL ACT AS THE
PRINCIPAL AUDITOR ELECTION OF THE AUDITOR
|
Management
|
|
No
Action
|
|
|
|
|
|
|
16
|
DUE
TO THE PENDING TENDER OFFER, THE
NOMINATION BOARD PROPOSES THAT THE
ANNUAL GENERAL MEETING RESOLVES
CONDITIONALLY ON THE MATTERS SET FORTH IN
ITEMS 16 (A) - (B) BELOW. THE PROPOSALS OF THE
NOMINATION BOARD SET FORTH IN ITEMS 16 (A) -
(B) BELOW FORM AN ENTIRETY THAT REQUIRES
THE ADOPTION OF ALL ITS INDIVIDUAL ITEMS BY A
SINGLE DECISION CONDITIONAL RESOLUTIONS
RELATING TO THE BOARD OF DIRECTORS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
17
|
DUE
TO THE ONGOING THE TENDER OFFER, THE
BOARD OF DIRECTORS PROPOSES TO THE
ANNUAL GENERAL MEETING THAT THE ANNUAL
GENERAL MEETING DECIDES TO DISBAND THE
NOMINATION BOARD, SUCH RESOLUTION BEING
CONDITIONAL AND BECOMING EFFECTIVE UPON
PPG INDUSTRIES, INC. OR ITS SUBSIDIARY
OBTAINING MORE THAN NINETY (90) PERCENT OF
ALL THE SHARES AND VOTING RIGHTS ATTACHED
TO THE SHARES AND THE SUBSEQUENT
REGISTRATION OF THE RIGHT AND OBLIGATION OF
PPG INDUSTRIES, INC. OR ITS SUBSIDIARY TO
REDEEM MINORITY SHARES WITH THE FINNISH
TRADE REGISTER. CONDITIONAL RESOLUTION
RELATING TO THE DISBANDMENT OF THE
NOMINATION BOARD
|
Management
|
|
No
Action
|
|
|
|
|
|
|
18
|
THE
BOARD OF DIRECTORS PROPOSES THAT THE
ANNUAL GENERAL MEETING AUTHORIZE THE
BOARD OF DIRECTORS TO DECIDE UPON THE
REPURCHASE OF A MAXIMUM 4,400,000 OF THE
COMPANY'S OWN SHARES WITH ASSETS
PERTAINING TO THE COMPANY'S UNRESTRICTED
EQUITY IN ONE OR SEVERAL TRANCHES.
AUTHORIZING THE BOARD OF DIRECTORS TO
DECIDE ON THE REPURCHASE OF THE COMPANY'S
OWN SHARES
|
Management
|
|
No
Action
|
|
|
|
|
|
|
19
|
THE
BOARD OF DIRECTORS PROPOSES THAT THE
ANNUAL GENERAL MEETING AUTHORIZE THE
BOARD OF DIRECTORS TO DECIDE TO TRANSFER
THE COMPANY'S OWN SHARES HELD BY THE
COMPANY OR TO ISSUE NEW SHARES IN ONE OR
SEVERAL TRANCHES LIMITED TO A MAXIMUM OF
4,400,000 SHARES AUTHORIZING THE BOARD OF
DIRECTORS TO DECIDE ON THE ISSUANCE OF
SHARES
|
Management
|
|
No
Action
|
|
|
|
|
|
|
20
|
CLOSING
OF THE MEETING
|
Non-Voting
|
|
|
|
|
|
|
|
|
LEAF
GROUP LTD.
|
|
|
|
|
Security
|
52177G102
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
LEAF
|
|
|
|
Meeting
Date
|
10-Jun-2021
|
|
|
|
ISIN
|
US52177G1022
|
|
|
|
Agenda
|
935436635
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
To
consider and vote on a proposal to adopt the
Agreement and Plan of Merger, dated as of April 3, 2021
as it may be amended, supplemented or otherwise
modified from time to time (referred to as the "merger
agreement"), by and among Leaf Group Ltd. (referred to
as the "Company"), Graham Holdings Company, a
Delaware corporation (referred to as "Parent"), and
Pacifica Merger Sub, Inc., a Delaware corporation and
wholly owned subsidiary of Parent (referred to as the
"merger subsidiary") (referred to as the "merger
proposal").
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
To
consider and vote on a non-binding, advisory proposal
to approve the compensation that may be paid or may
become payable to the Company's named executive
officers in connection with the merger of the merger
subsidiary with and into the Company pursuant to the
merger agreement (referred to as the "advisory, non-
binding compensation proposal").
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
To
consider and vote on a proposal to adjourn or
postpone the special meeting of the Company's
stockholders (referred to as the "special meeting") to a
later date or time, if necessary or appropriate as
determined by the Company, to solicit additional proxies
if there are insufficient votes at the time of the special
meeting or any adjournment or postponement thereof to
approve the merger proposal.
|
Management
|
|
For
|
|
For
|
|
|
|
|
SIERRA
METALS INC.
|
|
|
|
|
Security
|
82639W106
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
SMTS
|
|
|
|
Meeting
Date
|
10-Jun-2021
|
|
|
|
ISIN
|
CA82639W1068
|
|
|
|
Agenda
|
935439150
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1
|
DIRECTOR
|
Management
|
|
|
|
|
|
|
|
|
|
1
|
J.
Vizquerra Benavides
|
|
|
|
For
|
|
For
|
|
|
|
|
|
2
|
J.
Alberto Arias
|
|
|
|
For
|
|
For
|
|
|
|
|
|
3
|
Steven
Dean
|
|
|
|
For
|
|
For
|
|
|
|
|
|
4
|
Douglas
Cater
|
|
|
|
For
|
|
For
|
|
|
|
|
|
5
|
Ricardo
Arrarte
|
|
|
|
For
|
|
For
|
|
|
|
|
|
6
|
Luis
Marchese
|
|
|
|
For
|
|
For
|
|
|
|
|
|
7
|
D.
Romero Paoletti
|
|
|
|
For
|
|
For
|
|
|
|
|
|
8
|
Koko
Yamamoto
|
|
|
|
For
|
|
For
|
|
|
|
|
2
|
To
reappoint PricewaterhouseCoopers, Chartered
Accountants, as the Corporation's auditors for the
ensuing year and to authorize the directors to fix the
remuneration to be paid to the auditors.
|
Management
|
|
For
|
|
For
|
|
|
|
|
FLY
LEASING LTD
|
|
|
|
|
Security
|
34407D109
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
FLY
|
|
|
|
Meeting
Date
|
10-Jun-2021
|
|
|
|
ISIN
|
US34407D1090
|
|
|
|
Agenda
|
935439679
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
To
approve amendment of bye-law 73 of the existing bye-
laws of the Company by replacing the existing bye-law 73
with the following new bye-law 73 (the "Bye-Law
Proposal"): "73. AMALGAMATIONS OR MERGERS,
73.1. Subject to Bye-law 73.2, the Company shall not
engage in any amalgamation or merger unless such
amalgamation or merger has been approved by a
resolution of the Members including the affirmative votes
of at least 66% of all votes attaching to all shares in issue
entitling the holder ...(due to space limits, see proxy
material for full proposal).
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
To
approve (i) the merger of Carlyle Aviation Elevate
Merger Subsidiary Ltd. ("Merger Sub") with and into the
Company (the "Merger"), whereby upon the effectiveness
of the Merger, the corporate existence of Merger Sub
shall cease, and the Company shall continue as the
surviving company in the Merger and a wholly-owned,
direct subsidiary of Carlyle Aviation Elevate Ltd.
("Parent"); (ii) the agreement and plan of merger, dated
as of March 27, 2021, as may be amended from time to
time (the "Merger ...(due to space limits, see proxy
material for full proposal).
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
To
approve the adjournment of the special meeting as
the chairman of the special meeting determines in
accordance with the bye-laws of the Company in order
for the Company to take such actions as the Board may
determine as are necessary or appropriate, including to
solicit additional proxies, if there are insufficient votes at
the time of the special meeting to approve the Merger
Proposal (the "Adjournment Proposal").
|
Management
|
|
For
|
|
For
|
|
|
|
|
EXTENDED
STAY AMERICA, INC.
|
|
|
|
|
Security
|
30224P200
|
|
|
|
Meeting
Type
|
Contested-Special
|
|
|
Ticker
Symbol
|
STAY
|
|
|
|
Meeting
Date
|
11-Jun-2021
|
|
|
|
ISIN
|
US30224P2002
|
|
|
|
Agenda
|
935435772
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
To
adopt the merger agreement and approve the
mergers and the other transactions contemplated by the
merger agreement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
To
approve, on a non-binding, advisory basis, the
compensation that may be paid or become payable to the
Company's named executive officers that is based on or
otherwise relates to the mergers.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
To
approve, any adjournment of the meeting for the
purpose of soliciting additional proxies.
|
Management
|
|
For
|
|
For
|
|
|
|
|
HOUSTON
WIRE & CABLE COMPANY
|
|
|
|
|
Security
|
44244K109
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
HWCC
|
|
|
|
Meeting
Date
|
15-Jun-2021
|
|
|
|
ISIN
|
US44244K1097
|
|
|
|
Agenda
|
935439732
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
To
adopt the Agreement and Plan of Merger, dated as of
March 24, 2021, by and among Omni Cable, LLC, a
Pennsylvania limited liability company ("OmniCable"),
OCDFH Acquisition Sub Inc., a Delaware corporation and
wholly owned subsidiary of OmniCable, and the
Company.
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
To
approve, by a non-binding advisory vote, the
compensation that may be paid or become payable to the
Company's named executive officers and that is based
on, or otherwise relates to, the merger contemplated by
the merger agreement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
To
adjourn the special meeting from time to time to a
later date or time if necessary or appropriate, including to
solicit additional proxies in favor of the proposal to adopt
the merger agreement if there are insufficient votes at the
time of the special meeting to adopt the merger
agreement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
NUANCE
COMMUNICATIONS, INC.
|
|
|
|
|
Security
|
67020Y100
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
NUAN
|
|
|
|
Meeting
Date
|
15-Jun-2021
|
|
|
|
ISIN
|
US67020Y1001
|
|
|
|
Agenda
|
935445406
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
To
adopt the Agreement and Plan of Merger, dated as of
April 11, 2021, by and among Microsoft Corporation, Big
Sky Merger Sub Inc. ("Sub") and Nuance
Communications, Inc. (the "Company"), pursuant to
which Sub will merge with and into the Company (the
"Merger").
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
To
approve, by means of a non-binding, advisory vote,
compensation that will or may become payable to the
Company's named executive officers in connection with
the Merger.
|
Management
|
|
For
|
|
For
|
|
|
|
|
PARROT
SA
|
|
|
|
|
Security
|
F7096P108
|
|
|
|
Meeting
Type
|
MIX
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
16-Jun-2021
|
|
|
|
ISIN
|
FR0004038263
|
|
|
|
Agenda
|
714107592
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
THE
FOLLOWING APPLIES TO SHAREHOLDERS
THAT DO NOT HOLD SHARES DIRECTLY WITH A-
FRENCH CUSTODIAN: PROXY CARDS: VOTING
INSTRUCTIONS WILL BE FORWARDED TO THE-
GLOBAL CUSTODIANS ON THE VOTE DEADLINE
DATE. IN CAPACITY AS REGISTERED-
INTERMEDIARY, THE GLOBAL CUSTODIANS WILL
SIGN THE PROXY CARDS AND FORWARD-THEM TO
THE LOCAL CUSTODIAN. IF YOU REQUEST MORE
INFORMATION, PLEASE CONTACT-YOUR CLIENT
REPRESENTATIVE.
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
FOLLOWING
CHANGES IN THE FORMAT OF PROXY
CARDS FOR FRENCH MEETINGS, ABSTAIN-IS NOW
A VALID VOTING OPTION. FOR ANY ADDITIONAL
ITEMS RAISED AT THE MEETING-THE VOTING
OPTION WILL DEFAULT TO 'AGAINST', OR FOR
POSITIONS WHERE THE PROXY-CARD IS NOT
COMPLETED BY BROADRIDGE, TO THE
PREFERENCE OF YOUR CUSTODIAN.
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
10
MAY 2021: PLEASE NOTE THAT IF YOU HOLD
CREST DEPOSITORY INTERESTS (CDIs)-AND
PARTICIPATE AT THIS MEETING, YOU (OR YOUR
CREST SPONSORED-MEMBER/CUSTODIAN) WILL BE
REQUIRED TO INSTRUCT A TRANSFER OF THE
RELEVANT-CDIs TO THE ESCROW ACCOUNT
SPECIFIED IN THE ASSOCIATED CORPORATE
EVENT IN THE-CREST SYSTEM. THIS TRANSFER
WILL NEED TO BE COMPLETED BY THE SPECIFIED
CREST-SYSTEM DEADLINE. ONCE THIS TRANSFER
HAS SETTLED, THE CDIs WILL BE BLOCKED IN-THE
CREST SYSTEM. THE CDIs WILL BE RELEASED
FROM ESCROW AS SOON AS-PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE-SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE-
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS-
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION-AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE-
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST-
SPONSORED MEMBER/CUSTODIAN DIRECTLY FOR
FURTHER INFORMATION ON THE CUSTODY-
PROCESS AND WHETHER OR NOT THEY REQUIRE
|
Non-Voting
|
|
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SEPARATE
INSTRUCTIONS FROM YOU AND-PLEASE
NOTE THAT SHAREHOLDER DETAILS ARE
REQUIRED TO VOTE AT THIS MEETING. IF-NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF
BEING REJECTED. THANK YOU
|
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CMMT
|
PLEASE
NOTE THAT DUE TO THE CURRENT
COVID19 CRISIS AND IN ACCORDANCE WITH THE-
PROVISIONS ADOPTED BY THE FRENCH
GOVERNMENT UNDER LAW NO. 2020-1379 OF-
NOVEMBER 14, 2020, EXTENDED AND MODIFIED BY
LAW NO 2020-1614 OF DECEMBER 18,-2020 THE
GENERAL MEETING WILL TAKE PLACE BEHIND
CLOSED DOORS WITHOUT THE-PHYSICAL
PRESENCE OF THE SHAREHOLDERS. TO COMPLY
WITH THESE LAWS, PLEASE DO-NOT SUBMIT ANY
REQUESTS TO ATTEND THE MEETING IN PERSON.
SHOULD THIS-SITUATION CHANGE, THE COMPANY
ENCOURAGES ALL SHAREHOLDERS TO
REGULARLY-CONSULT THE COMPANY WEBSITE
|
Non-Voting
|
|
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CMMT
|
INTERMEDIARY
CLIENTS ONLY - PLEASE NOTE
THAT IF YOU ARE CLASSIFIED AS AN-
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE-PROVIDING
THE UNDERLYING SHAREHOLDER INFORMATION
AT THE VOTE INSTRUCTION-LEVEL. IF YOU ARE
UNSURE ON HOW TO PROVIDE THIS LEVEL OF
DATA TO BROADRIDGE-OUTSIDE OF PROXYEDGE,
PLEASE SPEAK TO YOUR DEDICATED CLIENT
SERVICE-REPRESENTATIVE FOR ASSISTANCE
|
Non-Voting
|
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CMMT
|
26
MAY 2021: PLEASE NOTE THAT IMPORTANT
ADDITIONAL MEETING INFORMATION IS-AVAILABLE
BY CLICKING ON THE MATERIAL URL LINK:-
https://www.journal-
officiel.gouv.fr/balo/document/202105072101477-55
AND-https://www.journal-
officiel.gouv.fr/balo/document/202105262102120-63
AND-PLEASE NOTE THAT THIS IS A REVISION DUE
TO MODIFICATION OF COMMENT. IF YOU-HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
VOTE AGAIN UNLESS YOU DECIDE-TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU
|
Non-Voting
|
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1
|
THE
SHAREHOLDERS' MEETING, AFTER HAVING
REVIEWED THE REPORTS OF THE AND THE
AUDITORS, APPROVES THE COMPANY'S FINANCIAL
STATEMENTS FOR THE FISCAL YEAR THAT ENDED
ON DECEMBER 31ST 2020, AS PRESENTED,
SHOWING EARNINGS AMOUNTING TO EUR
62,929,893.00. THE SHAREHOLDERS' MEETING
APPROVES THE NON-DEDUCTIBLE EXPENSES AND
CHARGES AMOUNTING TO EUR 5,967.00
|
Management
|
|
No
Action
|
|
|
|
|
|
|
2
|
THE
SHAREHOLDERS' MEETING, AFTER HAVING
REVIEWED THE REPORTS OF THE BOARD OF
DIRECTORS AND THE AUDITORS, APPROVES THE
CONSOLIDATED FINANCIAL STATEMENTS FOR SAID
FISCAL YEAR, AS PRESENTED TO THE MEETING,
SHOWING LOSS (NET GROUP SHARE) AMOUNTING
TO EUR 38,381,000.00
|
Management
|
|
No
Action
|
|
|
|
|
|
|
3
|
THE
SHAREHOLDERS' MEETING APPROVES THE
RECOMMENDATIONS OF THE BOARD OF
DIRECTORS AND RESOLVES TO ALLOCATE THE
EARNINGS OF THE YEAR OF EUR 62,929,893.00 TO
THE RETAINED EARNINGS ACCOUNT. IN
ACCORDANCE WITH THE REGULATIONS IN FORCE,
THE SHAREHOLDERS' MEETING RECALLS THAT NO
DIVIDEND WAS PAID FOR THE PREVIOUS THREE
FISCAL YEARS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
4
|
THE
SHAREHOLDERS' MEETING, AFTER REVIEWING
THE SPECIAL REPORT OF THE AUDITORS ON
AGREEMENTS GOVERNED BY ARTICLE L.225-38 OF
THE FRENCH COMMERCIAL CODE, APPROVES SAID
REPORT AND THE AGREEMENTS REFERRED TO
THEREIN
|
Management
|
|
No
Action
|
|
|
|
|
|
|
5
|
THE
SHAREHOLDERS' MEETING RENEWS THE
APPOINTMENT OF MR SEYDOUX HENRI AS
DIRECTOR FOR A 6-YEAR PERIOD, I.E. UNTIL THE
SHAREHOLDERS' MEETING CALLED TO RULE ON
THE FINANCIAL STATEMENTS FOR THE 2026 FISCAL
YEAR
|
Management
|
|
No
Action
|
|
|
|
|
|
|
6
|
THE
SHAREHOLDERS' MEETING RENEWS THE
APPOINTMENT OF MR JEAN-MARIE PAINVINI AS
DIRECTOR FOR A 6-YEAR PERIOD, I.E. UNTIL THE
SHAREHOLDERS' MEETING CALLED TO RULE ON
THE FINANCIAL STATEMENTS FOR THE 2026 FISCAL
YEAR
|
Management
|
|
No
Action
|
|
|
|
|
|
|
7
|
THE
SHAREHOLDERS' MEETING RENEWS THE
APPOINTMENT OF MR STEPHANE MARIE AS
DIRECTOR FOR A 6-YEAR PERIOD, I.E. UNTIL THE
SHAREHOLDERS' MEETING CALLED TO RULE ON
THE FINANCIAL STATEMENTS FOR THE 2026 FISCAL
YEAR
|
Management
|
|
No
Action
|
|
|
|
|
|
|
8
|
THE
SHAREHOLDERS' MEETING APPROVES THE
INFORMATION REGARDING THE COMPENSATION
OF THE CORPORATE OFFICERS AS MENTIONED IN
ARTICLE L.22-10-9 I OF THE COMMERCIAL CODE
|
Management
|
|
No
Action
|
|
|
|
|
|
|
9
|
THE
SHAREHOLDERS' MEETING APPROVES THE
FIXED, VARIABLE AND ONE-OFF COMPONENTS OF
THE TOTAL COMPENSATION AS WELL AS THE
BENEFITS OR PERKS PAID AND AWARDED TO THE
CEO FOR THE 2020 FISCAL YEAR
|
Management
|
|
No
Action
|
|
|
|
|
|
|
10
|
THE
SHAREHOLDERS' MEETING APPROVES THE
COMPENSATION POLICY OF THE CEO
|
Management
|
|
No
Action
|
|
|
|
|
|
|
11
|
THE
SHAREHOLDERS' MEETING APPROVES THE
COMPENSATION POLICY OF THE DIRECTORS
|
Management
|
|
No
Action
|
|
|
|
|
|
|
12
|
THE
SHAREHOLDERS' MEETING AUTHORIZES THE
BOARD OF DIRECTORS TO BUY BACK THE
COMPANY'S SHARES, SUBJECT TO THE
CONDITIONS DESCRIBED BELOW: MAXIMUM
PURCHASE PRICE: EUR 40.00 MAXIMUM NUMBER
OF SHARES TO BE ACQUIRED: 1,200,000 SHARES
WITHOUT EXCEEDING 10 PER CENT OF THE
SHARES COMPOSING THE SHARE CAPITAL,
MAXIMUM FUNDS INVESTED IN THE SHARE
BUYBACKS: EUR 48,000,000.00. THE NUMBER OF
SHARES ACQUIRED BY THE COMPANY WITH A VIEW
TO RETAINING OR DELIVERING IN CASH OR IN AN
EXCHANGE AS PART OF A MERGER, DIVESTMENT
OR CAPITAL CONTRIBUTION CANNOT EXCEED 5
PER CENT OF ITS CAPITAL. THIS AUTHORIZATION IS
GIVEN FOR AN 18-MONTH PERIOD. THIS
AUTHORIZATION SUPERSEDES THE FRACTION
UNUSED OF THE AUTHORIZATION GRANTED BY
THE SHAREHOLDERS' MEETING OF JUNE 16TH 2020
IN ITS RESOLUTION NUMBER 11. THE
SHAREHOLDERS' MEETING DELEGATES ALL
POWERS TO THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
|
Management
|
|
No
Action
|
|
|
|
|
|
|
13
|
THE
SHAREHOLDERS' MEETING GRANTS ALL
POWERS TO THE BOARD OF DIRECTORS TO
REDUCE THE SHARE CAPITAL, BY CANCELLING ALL
OR PART OF THE SHARES HELD BY THE COMPANY
IN CONNECTION WITH THE STOCK REPURCHASE
PLAN UNDER RESOLUTION 12 OR ANY RESOLUTION
TO THE SAME EFFECT PREVIOUSLY OR
SUBSEQUENTLY CONCLUDED, UP TO A MAXIMUM
OF 10 PER CENT OF THE SHARE CAPITAL OVER A
24-MONTH PERIOD. THIS AUTHORIZATION IS GIVEN
FOR AN 18-MONTH PERIOD, I.E. UNTIL DECEMBER
15TH 2022. THIS AUTHORIZATION SUPERSEDES
THE FRACTION UNUSED OF THE AUTHORIZATION
GRANTED BY THE SHAREHOLDERS' MEETING OF
JUNE 16TH 2020 IN ITS RESOLUTION NUMBER 12.
THE SHAREHOLDERS' MEETING DELEGATES ALL
POWERS TO THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
|
Management
|
|
No
Action
|
|
|
|
|
|
|
14
|
THE
SHAREHOLDERS' MEETING AUTHORIZES THE
BOARD OF DIRECTORS TO GRANT, FOR FREE,
EXISTING OR TO BE ISSUED SHARES OF THE
COMPANY, IN FAVOR OF BENEFICIARIES TO BE
CHOSEN AMONG THE EMPLOYEES OR THE
ELIGIBLE CORPORATE OFFICERS OF THE
COMPANY OR RELATED COMPANIES OR
GROUPINGS, WITH CANCELLATION OF THE
PREFERENTIAL SUBSCRIPTION RIGHTS. THEY MAY
NOT REPRESENT MORE THAN 1 PER CENT OF THE
SHARE CAPITAL. THIS AUTHORIZATION IS GIVEN
UNTIL THE SHAREHOLDERS' MEETING CALLED TO
RULE ON THE FINANCIAL STATEMENTS FOR THE
|
Management
|
|
No
Action
|
|
|
|
|
|
|
|
2021
FISCAL YEAR. THIS AUTHORIZATION
SUPERSEDES THE FRACTION UNUSED OF THE
AUTHORIZATION GRANTED BY THE
SHAREHOLDERS' MEETING OF JUNE 16TH 2020 IN
ITS RESOLUTION NUMBER 13. THE
SHAREHOLDERS' MEETING DELEGATES ALL
POWERS TO THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
|
|
|
|
|
|
|
|
|
|
|
|
15
|
THE
SHAREHOLDERS' MEETING DELEGATES TO
THE BOARD OF DIRECTORS THE NECESSARY
POWERS TO INCREASE THE CAPITAL, UP TO EUR
2,299,000.00, BY ISSUANCE, WITH PREFERENTIAL
SUBSCRIPTION RIGHTS MAINTAINED, OF ORDINARY
SHARES AND-OR EQUITY SECURITIES GIVING
ACCESS TO OTHER EQUITY SECURITIES OR GIVING
RIGHT TO THE ALLOCATION OF DEBT SECURITIES
AND-OR SECURITIES GIVING ACCESS TO EQUITY
SECURITIES TO BE ISSUED. THE MAXIMUM
NOMINAL AMOUNT OF DEBT SECURITIES, WHICH
MAY BE ISSUED UNDER THE PRESENT
RESOLUTION AND RESOLUTION 16 TO 19, SHALL
NOT EXCEED EUR 150,000,000.00. THIS
AUTHORIZATION IS GRANTED FOR A 26-MONTH
PERIOD. SUBJECT TO THE ADOPTION OF THIS
RESOLUTION, THIS AUTHORIZATION SUPERSEDES
THE FRACTION UNUSED OF THE AUTHORIZATION
GRANTED BY THE SHAREHOLDERS' MEETING OF
JUNE 13TH 2019 IN ITS RESOLUTION NUMBER 14.
THE SHAREHOLDERS' MEETING DELEGATES ALL
POWERS TO THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
|
Management
|
|
No
Action
|
|
|
|
|
|
|
16
|
THE
SHAREHOLDERS' MEETING DELEGATES ALL
POWERS TO THE BOARD OF DIRECTORS TO
INCREASE THE SHARE CAPITAL UP TO EUR
750,000.00, BY ISSUANCE BY WAY OF A PUBLIC
OFFERING, WITH CANCELLATION OF
PREFERENTIAL SUBSCRIPTION RIGHTS, OF
ORDINARY SHARES AND-OR EQUITY SECURITIES
GIVING ACCESS TO OTHER EQUITY SECURITIES OR
GIVING RIGHT TO THE ALLOCATION OF DEBT
SECURITIES AND-OR SECURITIES GIVING ACCESS
TO EQUITY SECURITIES TO BE ISSUED. THE
MAXIMUM NOMINAL AMOUNT OF DEBT SECURITIES,
WHICH MAY BE ISSUED UNDER THE PRESENT
RESOLUTION AND RESOLUTION 15 AND 17 TO 19,
SHALL NOT EXCEED EUR 150,000,000.00. THIS
AUTHORIZATION IS GRANTED FOR A 26-MONTH
PERIOD. SUBJECT TO THE ADOPTION OF THIS
RESOLUTION, THIS AUTHORIZATION SUPERSEDES
THE FRACTION UNUSED OF THE AUTHORIZATION
|
Management
|
|
No
Action
|
|
|
|
|
|
|
|
GRANTED
BY THE SHAREHOLDERS' MEETING OF
JUNE 13TH 2019 IN ITS RESOLUTION NUMBER 15.
THE SHAREHOLDERS' MEETING DELEGATES ALL
POWERS TO THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
|
|
|
|
|
|
|
|
|
|
|
|
17
|
THE
SHAREHOLDERS' MEETING DELEGATES ALL
POWERS TO THE BOARD OF DIRECTORS TO
INCREASE THE SHARE CAPITAL UP TO 15 PER
CENT OF THE SHARE CAPITAL PER YEAR, BY
ISSUANCE BY WAY OF A PRIVATE OFFERING, WITH
CANCELLATION OF PREFERENTIAL SUBSCRIPTION
RIGHTS, OF ORDINARY SHARES AND-OR EQUITY
SECURITIES GIVING ACCESS TO OTHER EQUITY
SECURITIES OR GIVING RIGHT TO THE ALLOCATION
OF DEBT SECURITIES AND-OR SECURITIES GIVING
ACCESS TO EQUITY SECURITIES TO BE ISSUED.
THE MAXIMUM NOMINAL AMOUNT OF DEBT
SECURITIES, WHICH MAY BE ISSUED UNDER THE
PRESENT RESOLUTION AND RESOLUTION 15, 16, 18
AND 19, SHALL NOT EXCEED EUR 150,000,000.00.
THIS AUTHORIZATION IS GRANTED FOR A 26-
MONTH PERIOD. SUBJECT TO THE ADOPTION OF
THIS RESOLUTION, THIS AUTHORIZATION
SUPERSEDES THE FRACTION UNUSED OF THE
AUTHORIZATION GRANTED BY THE
SHAREHOLDERS' MEETING OF JUNE 13TH 2019 IN
ITS RESOLUTION NUMBER 16. THE
SHAREHOLDERS' MEETING DELEGATES ALL
POWERS TO THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
|
Management
|
|
No
Action
|
|
|
|
|
|
|
18
|
THE
SHAREHOLDERS' MEETING RESOLVES THAT
THE BOARD OF DIRECTORS MAY DECIDE TO
INCREASE THE NUMBER OF SECURITIES TO BE
ISSUED IN THE EVENT OF A CAPITAL INCREASE,
UNDER 15 TO 17, WITH OR WITHOUT
PREFERENTIAL SUBSCRIPTION RIGHT OF
SHAREHOLDERS, WITHIN 30 DAYS OF THE CLOSING
OF THE SUBSCRIPTION PERIOD, UP TO A MAXIMUM
OF 15 PER CENT OF THE INITIAL ISSUE AND AT THE
SAME PRICE. THIS AUTHORIZATION IS GRANTED
FOR A 26-MONTH PERIOD. SUBJECT TO THE
ADOPTION OF THIS RESOLUTION, THIS
AUTHORIZATION SUPERSEDES THE FRACTION
UNUSED OF THE AUTHORIZATION GRANTED BY
THE SHAREHOLDERS' MEETING OF JUNE 13TH 2019
IN ITS RESOLUTION NUMBER 17
|
Management
|
|
No
Action
|
|
|
|
|
|
|
19
|
THE
SHAREHOLDERS' MEETING GIVES ALL
POWERS TO THE BOARD OF DIRECTORS TO ISSUE
ORDINARY SHARES OR EQUITY SECURITIES GIVING
ACCESS TO OTHER EQUITY SECURITIES OR GIVING
RIGHT TO THE ALLOCATION OF DEBT SECURITIES
AND-OR SECURITIES GIVING ACCESS TO EQUITY
SECURITIES TO BE ISSUED, IN CONSIDERATION
FOR SECURITIES TENDERED AS A PART OF A
|
Management
|
|
No
Action
|
|
|
|
|
|
|
|
PUBLIC
EXCHANGE OFFER INITIATED BY THE
COMPANY CONCERNING THE SHARES OF
ANOTHER COMPANY. THE MAXIMAL NOMINAL
AMOUNT OF CAPITAL INCREASES SHALL NOT
EXCEED EUR 750,000.00. THE MAXIMUM NOMINAL
AMOUNT OF DEBT SECURITIES, WHICH MAY BE
ISSUED SHALL NOT EXCEED EUR 150,000,000.00.
THIS AUTHORIZATION IS GRANTED FOR A 26-
MONTH PERIOD. SUBJECT TO THE ADOPTION OF
THIS RESOLUTION, THIS AUTHORIZATION
SUPERSEDES THE FRACTION UNUSED OF THE
AUTHORIZATION GRANTED BY THE
SHAREHOLDERS' MEETING OF JUNE 13TH 2019 IN
ITS RESOLUTION NUMBER 18. THE
SHAREHOLDERS' MEETING DELEGATES ALL
POWERS TO THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
|
|
|
|
|
|
|
|
|
|
|
|
20
|
THE
SHAREHOLDERS' MEETING DELEGATES ALL
POWERS TO THE BOARD OF DIRECTORS TO
INCREASE THE SHARE CAPITAL, UP TO 10 PER
CENT OF THE SHARE CAPITAL, BY ISSUING
ORDINARY SHARES OF THE COMPANY, IN
CONSIDERATION FOR THE CONTRIBUTIONS IN KIND
GRANTED TO THE COMPANY AND COMPOSED OF
CAPITAL SECURITIES OR SECURITIES GIVING
ACCESS TO SHARE CAPITAL. THIS AUTHORIZATION
IS GRANTED FOR A 26-MONTH PERIOD. SUBJECT
TO THE ADOPTION OF THIS RESOLUTION, THIS
AUTHORIZATION SUPERSEDES THE FRACTION
UNUSED OF THE AUTHORIZATION GRANTED BY
THE SHAREHOLDERS' MEETING OF JUNE 13TH 2019
IN ITS RESOLUTION NUMBER 19. THE
SHAREHOLDERS' MEETING DELEGATES ALL
POWERS TO THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
|
Management
|
|
No
Action
|
|
|
|
|
|
|
21
|
SUBJECT
TO THE ADOPTION OF RESOLUTION 15 TO
20, THE SHAREHOLDERS' MEETING DECIDES THAT
THE OVERALL NOMINAL AMOUNT PERTAINING TO: -
THE CAPITAL INCREASES TO BE CARRIED OUT
WITH THE USE OF THE DELEGATIONS GIVEN BY
RESOLUTIONS NUMBER 15 TO 20 SHALL NOT
EXCEED EUR 2,299,000.00, - THE CAPITAL
INCREASES TO BE CARRIED OUT WITH THE USE OF
THE DELEGATIONS GIVEN BY RESOLUTIONS
NUMBER 16 TO 20 SHALL NOT EXCEED EUR
750,000.00
|
Management
|
|
No
Action
|
|
|
|
|
|
|
22
|
THE
SHAREHOLDERS' MEETING DELEGATES TO
THE BOARD OF DIRECTORS ALL POWERS IN
ORDER TO INCREASE THE SHARE CAPITAL, UP TO
EUR 750,000.00, BY WAY OF CAPITALIZING
RESERVES, PROFITS, PREMIUMS OR OTHER
MEANS, PROVIDED THAT SUCH CAPITALIZATION IS
ALLOWED BY LAW AND UNDER THE BYLAWS, BY
ISSUING BONUS SHARES OR RAISING THE PAR
|
Management
|
|
No
Action
|
|
|
|
|
|
|
|
VALUE
OF EXISTING SHARES, OR BY A
COMBINATION OF BOTH METHODS. THIS
AUTHORIZATION IS GRANTED FOR A 26-MONTH
PERIOD. SUBJECT TO THE ADOPTION OF THIS
RESOLUTION, THIS AUTHORIZATION SUPERSEDES
THE FRACTION UNUSED OF THE AUTHORIZATION
GRANTED BY THE SHAREHOLDERS' MEETING OF
JUNE 13TH 2019 IN ITS RESOLUTION NUMBER 21.
THE SHAREHOLDERS' MEETING DELEGATES ALL
POWERS TO THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
|
|
|
|
|
|
|
|
|
|
|
|
23
|
THE
SHAREHOLDERS' MEETING AUTHORIZES THE
BOARD OF DIRECTORS TO INCREASE THE SHARE
CAPITAL, IN FAVOR OF THE EMPLOYEES AND
FORMER EMPLOYEES OF THE COMPANY, RELATED
COMPANIES OR GROUPINGS WHO ARE MEMBERS
OF A COMPANY SAVINGS PLAN, BY ISSUANCE OF
SHARES OR SECURITIES GIVING ACCESS TO
EXISTING OR TO BE ISSUED SHARES OF THE
COMPANY, WITH CANCELLATION OF
PREFERENTIAL SUBSCRIPTION RIGHTS. THIS
DELEGATION IS GIVEN FOR A 26-MONTH PERIOD
AND FOR A NOMINAL AMOUNT THAT SHALL NOT
EXCEED EUR 50,000.00. THIS AUTHORIZATION
SUPERSEDES THE FRACTION UNUSED OF THE
AUTHORIZATION GRANTED BY THE
SHAREHOLDERS' MEETING OF THE 13TH OF JUNE
2019 IN ITS RESOLUTION NUMBER 14. THE
SHAREHOLDERS' MEETING DELEGATES ALL
POWERS TO THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
|
Management
|
|
No
Action
|
|
|
|
|
|
|
24
|
THE
SHAREHOLDERS' MEETING GRANTS FULL
POWERS TO THE BEARER OF AN ORIGINAL, A COPY
OR EXTRACT OF THE MINUTES OF THIS MEETING
TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
|
Management
|
|
No
Action
|
|
|
|
|
|
|
LIBERTY
GLOBAL PLC
|
|
|
|
|
Security
|
G5480U104
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
LBTYA
|
|
|
|
Meeting
Date
|
16-Jun-2021
|
|
|
|
ISIN
|
GB00B8W67662
|
|
|
|
Agenda
|
935425442
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
O1
|
Elect
Michael T. Fries as a director of Liberty Global for a
term expiring at the annual general meeting to be held in
2024 or until a successor in interest is appointed.
|
Management
|
|
For
|
|
For
|
|
|
|
|
O2
|
Elect
Paul A. Gould as a director of Liberty Global for a
term expiring at the annual general meeting to be held in
2024 or until a successor in interest is appointed.
|
Management
|
|
For
|
|
For
|
|
|
|
|
O3
|
Elect
John C. Malone as a director of Liberty Global for a
term expiring at the annual general meeting to be held in
2024 or until a successor in interest is appointed.
|
Management
|
|
For
|
|
For
|
|
|
|
|
O4
|
Elect
Larry E. Romrell as a director of Liberty Global for a
term expiring at the annual general meeting to be held in
2024 or until a successor in interest is appointed.
|
Management
|
|
For
|
|
For
|
|
|
|
|
O5
|
Approve,
on an advisory basis, the annual report on the
implementation of the directors' compensation policy for
the year ended December 31, 2020, contained in
Appendix A of the proxy statement (in accordance with
requirements applicable to U.K. companies).
|
Management
|
|
For
|
|
For
|
|
|
|
|
O6
|
Ratify
the appointment of KPMG LLP (U.S.) as Liberty
Global's independent auditor for the year ending
December 31, 2021.
|
Management
|
|
For
|
|
For
|
|
|
|
|
O7
|
Appoint
KPMG LLP (U.K.) as Liberty Global's U.K.
statutory auditor under the U.K. Companies Act 2006 (the
Companies Act) (to hold office until the conclusion of the
next annual general meeting at which accounts are laid
before Liberty Global).
|
Management
|
|
For
|
|
For
|
|
|
|
|
O8
|
Authorize
the audit committee of Liberty Global's board of
directors to determine the U.K. statutory auditor's
compensation.
|
Management
|
|
For
|
|
For
|
|
|
|
|
S9
|
Authorize
Liberty Global's board of directors in
accordance with Section 570 of the Companies Act to
allot equity securities (as defined in Section 560 of the
Companies Act) for cash pursuant to the authority
conferred under section 551 of the Companies Act by
resolution 10 passed at the Annual General Meeting of
Liberty Global held on June 11, 2019, without the rights
of preemption provided by Section 561 of the Companies
Act.
|
Management
|
|
For
|
|
For
|
|
|
|
|
O10
|
Authorize
Liberty Global and its subsidiaries to make
political donations to political parties, independent
election candidates and/or political organizations other
than political parties and/or incur political expenditures of
up to $1,000,000 under the Companies Act.
|
Management
|
|
For
|
|
For
|
|
|
|
|
O11
|
Approve
the form agreements and counterparties
pursuant to which Liberty Global may conduct the
purchase of its ordinary shares in the capital of Liberty
Global and authorize all or any of Liberty Global's
directors and senior officers to enter into, complete and
make purchases of ordinary shares in the capital of
Liberty Global pursuant to the form of agreements and
with any of the approved counterparties, which approvals
will expire on the fifth anniversary of the 2021 AGM.
|
Management
|
|
For
|
|
For
|
|
|
|
|
LORAL
SPACE & COMMUNICATIONS INC.
|
|
|
|
|
Security
|
543881106
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
LORL
|
|
|
|
Meeting
Date
|
17-Jun-2021
|
|
|
|
ISIN
|
US5438811060
|
|
|
|
Agenda
|
935441028
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
DIRECTOR
|
Management
|
|
|
|
|
|
|
|
|
|
1
|
John
D. Harkey, Jr.
|
|
|
|
Withheld
|
|
Against
|
|
|
|
|
|
2
|
Michael
B. Targoff
|
|
|
|
For
|
|
For
|
|
|
|
|
2.
|
Acting
upon a proposal to ratify the appointment of
Deloitte & Touche LLP as Loral's independent registered
public accounting firm for the year ending December 31,
2020 (the "Accounting Firm Proposal").
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
Acting
upon a proposal to approve, by non-binding,
advisory vote, the compensation of Loral's named
executive officers as described in the proxy
statement/prospectus (the "Say-On-Pay Proposal").
|
Management
|
|
For
|
|
For
|
|
|
|
|
LUMINEX
CORPORATION
|
|
|
|
|
Security
|
55027E102
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
LMNX
|
|
|
|
Meeting
Date
|
21-Jun-2021
|
|
|
|
ISIN
|
US55027E1029
|
|
|
|
Agenda
|
935446193
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
To
adopt the Agreement and Plan of Merger, dated as of
April 11, 2021, as it may be amended, supplemented or
modified from time to time, by and among Luminex
Corporation, DiaSorin S.p.A., and Diagonal Subsidiary
Inc. and approve the Merger.
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
To
adjourn the Special Meeting, if necessary and for a
minimum period of time reasonable under the
circumstances, to ensure that any necessary supplement
or amendment to the proxy statement is provided to the
stockholders of Luminex Corporation a reasonable
amount of time in advance of the Special Meeting, or to
solicit additional proxies if there are insufficient votes at
the time of the Special Meeting to approve the proposal
to adopt the Merger Agreement and approve the Merger.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
To
approve, by non-binding, advisory vote, the
compensation that will or may be paid or become payable
to Luminex Corporation's named executive officers that is
based on or otherwise relates to the Merger.
|
Management
|
|
For
|
|
For
|
|
|
|
|
S
IMMO AG
|
|
|
|
|
Security
|
A7468Q101
|
|
|
|
Meeting
Type
|
ExtraOrdinary
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
24-Jun-2021
|
|
|
|
ISIN
|
AT0000652250
|
|
|
|
Agenda
|
714320215
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT THE MEETING SPECIFIC
POWER OF ATTORNEY NEEDS TO BE CORRECTLY-
FILLED IN OR YOUR VOTE INSTRUCTION MAY BE
REJECTED. THE BENEFICIAL OWNER NAME-MUST
CORRESPOND TO THAT GIVEN ON ACCOUNT SET
UP WITH YOUR CUSTODIAN BANK.-ADDITIONALLY,
THE SHARE AMOUNT IS THE SETTLED HOLDING AS
OF RECORD DATE.-PLEASE CONTACT YOUR
CUSTODIAN BANK IF YOU HAVE ANY QUESTIONS.
THANK YOU.
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT BENEFICIAL OWNER DETAILS
IS REQUIRED FOR THIS MEETING. IF NO-
BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR
INSTRUCTION MAY BE REJECTED. THANK-YOU.
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDER DETAILS ARE
REQUIRED TO VOTE AT THIS MEETING. IF-NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF
BEING REJECTED. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT THIS IS AN AMENDMENT TO
MEETING ID 592220 DUE TO RECEIPT OF-UPDATED
AGENDA. ALL VOTES RECEIVED ON THE PREVIOUS
MEETING WILL BE-DISREGARDED AND YOU WILL
NEED TO REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
PLEASE
NOTE THAT THIS RESOLUTION IS A
SHAREHOLDER PROPOSAL: AMEND ARTICLES RE:
ANNULMENT OF THE STATUTORY MAXIMUM
VOTING RIGHTS CLAUSE
|
Shareholder
|
|
No
Action
|
|
|
|
|
|
|
2
|
APPROVE
VOTE AGAINST PROPOSALS MADE
AVAILABLE AFTER THE RECORD DATE OF THE AGM
OR DURING IT
|
Shareholder
|
|
No
Action
|
|
|
|
|
|
|
COHERENT,
INC.
|
|
|
|
|
Security
|
192479103
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
COHR
|
|
|
|
Meeting
Date
|
24-Jun-2021
|
|
|
|
ISIN
|
US1924791031
|
|
|
|
Agenda
|
935434578
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
To
adopt the Agreement and Plan of Merger, dated as of
March 25, 2021, by and among Coherent, Inc., II-VI
Incorporated and Watson Merger Sub Inc. (the "merger
agreement").
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
To
approve, on an advisory (non-binding) basis, the
executive officer compensation that will or may be paid to
Coherent's named executive officers in connection with
the transactions contemplated by the merger agreement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
To
adjourn Coherent's special meeting of stockholders
(the "Special Meeting"), if necessary or appropriate, to
solicit additional proxies if, immediately prior to such
adjournment, there are not sufficient votes to approve the
Coherent merger proposal or to ensure that any
supplement or amendment to the accompanying joint
proxy statement/prospectus is timely provided to
Coherent stockholders.
|
Management
|
|
For
|
|
For
|
|
|
|
|
COHERENT,
INC.
|
|
|
|
|
Security
|
192479103
|
|
|
|
Meeting
Type
|
Special
|
|
|
Ticker
Symbol
|
COHR
|
|
|
|
Meeting
Date
|
24-Jun-2021
|
|
|
|
ISIN
|
US1924791031
|
|
|
|
Agenda
|
935443008
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1.
|
To
adopt the Agreement and Plan of Merger, dated as of
March 25, 2021, by and among Coherent, Inc., II-VI
Incorporated and Watson Merger Sub Inc. (the "merger
agreement").
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
To
approve, on an advisory (non-binding) basis, the
executive officer compensation that will or may be paid to
Coherent's named executive officers in connection with
the transactions contemplated by the merger agreement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
To
adjourn Coherent's special meeting of stockholders
(the "Special Meeting"), if necessary or appropriate, to
solicit additional proxies if, immediately prior to such
adjournment, there are not sufficient votes to approve the
Coherent merger proposal or to ensure that any
supplement or amendment to the accompanying joint
proxy statement/prospectus is timely provided to
Coherent stockholders.
|
Management
|
|
For
|
|
For
|
|
|
|
|
UDG
HEALTHCARE PLC
|
|
|
|
|
Security
|
G9285S108
|
|
|
|
Meeting
Type
|
Court
Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
25-Jun-2021
|
|
|
|
ISIN
|
IE0033024807
|
|
|
|
Agenda
|
714253717
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDER DETAILS ARE
REQUIRED TO VOTE AT THIS MEETING. IF-NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF
BEING REJECTED. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
INTERMEDIARY
CLIENTS ONLY - PLEASE NOTE
THAT IF YOU ARE CLASSIFIED AS AN-
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE-PROVIDING
THE UNDERLYING SHAREHOLDER INFORMATION
AT THE VOTE INSTRUCTION-LEVEL. IF YOU ARE
UNSURE ON HOW TO PROVIDE THIS LEVEL OF
DATA TO BROADRIDGE-OUTSIDE OF PROXYEDGE,
PLEASE SPEAK TO YOUR DEDICATED CLIENT
SERVICE-REPRESENTATIVE FOR ASSISTANCE.
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
APPROVE
SCHEME OF ARRANGEMENT
|
Management
|
|
No
Action
|
|
|
|
|
|
|
UDG
HEALTHCARE PLC
|
|
|
|
|
Security
|
G9285S108
|
|
|
|
Meeting
Type
|
ExtraOrdinary
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
25-Jun-2021
|
|
|
|
ISIN
|
IE0033024807
|
|
|
|
Agenda
|
714255925
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDER DETAILS ARE
REQUIRED TO VOTE AT THIS MEETING. IF-NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF
BEING REJECTED. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
INTERMEDIARY
CLIENTS ONLY - PLEASE NOTE
THAT IF YOU ARE CLASSIFIED AS AN-
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE-PROVIDING
THE UNDERLYING SHAREHOLDER INFORMATION
AT THE VOTE INSTRUCTION-LEVEL. IF YOU ARE
UNSURE ON HOW TO PROVIDE THIS LEVEL OF
DATA TO BROADRIDGE-OUTSIDE OF PROXYEDGE,
PLEASE SPEAK TO YOUR DEDICATED CLIENT
SERVICE-REPRESENTATIVE FOR ASSISTANCE
|
Non-Voting
|
|
|
|
|
|
|
|
|
1
|
APPROVAL
OF THE SCHEME OF ARRANGEMENT
|
Management
|
|
No
Action
|
|
|
|
|
|
|
2
|
AMENDMENT
TO ARTICLES OF ASSOCIATION
|
Management
|
|
No
Action
|
|
|
|
|
|
|
3
|
AMENDMENT
TO THE 2010 LTIP
|
Management
|
|
No
Action
|
|
|
|
|
|
|
CFT
S.P.A.
|
|
|
|
|
Security
|
T0478B107
|
|
|
|
Meeting
Type
|
MIX
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
29-Jun-2021
|
|
|
|
ISIN
|
IT0005262313
|
|
|
|
Agenda
|
714326546
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT BENEFICIAL OWNER DETAILS
IS REQUIRED FOR THIS MEETING. IF NO-
BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR
INSTRUCTION MAY BE REJECTED. THANK-YOU.
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE THAT SHAREHOLDER DETAILS ARE
REQUIRED TO VOTE AT THIS MEETING. IF-NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF
BEING REJECTED. THANK YOU
|
Non-Voting
|
|
|
|
|
|
|
|
|
O.1
|
TO
APPROVE THE CFT S.P.A'S BALANCE SHEET AS
OF 31 DECEMBER 2020, BOARD OF DIRECTORS'
MANAGEMENT REPORT, INTERNAL AND EXTERNAL
AUDITORS' REPORTS. TO PRESENT THE CFT
GROUP'S CONSOLIDATED BALANCE SHEET AS OF
31 DECEMBER 2020. RESOLUTIONS RELATED
THERETO.
|
Management
|
|
No
Action
|
|
|
|
|
|
|
O.2
|
PROPOSAL
TO COVER THE LOSS OF THE
FINANCIAL YEAR; RESOLUTIONS RELATED
THERETO.
|
Management
|
|
No
Action
|
|
|
|
|
|
|
O.3
|
TO
APPOINT THE INTERNAL AUDITORS AND THEIR
CHAIRMAN AND TO STATE THE EMOLUMENT;
RESOLUTIONS RELATED THERETO.
|
Management
|
|
No
Action
|
|
|
|
|
|
|
O.4
|
TO
APPOINT THE EXTERNAL AUDITORS AND TO
STATE THE EMOLUMENT; RESOLUTIONS RELATED
THERETO.
|
Management
|
|
No
Action
|
|
|
|
|
|
|
E.5
|
TO
APPROVE THE VARIATION OF THE DURATION
OF THE COMPANY'S FINANCIAL YEAR BY THE
AMENDMENT OF ARTICLE 23 (INTERNAL AUDITORS)
OF THE CURRENT BYLAWS; RESOLUTIONS
RELATED THERETO.
|
Management
|
|
No
Action
|
|
|
|
|
|
|
CMMT
|
PLEASE
NOTE IN THE EVENT THE MEETING DOES
NOT REACH QUORUM, THERE WILL BE A-SECOND
CALL ON 02TH JULY 2021. CONSEQUENTLY, YOUR
VOTING INSTRUCTIONS WILL-REMAIN VALID FOR
ALL CALLS UNLESS THE AGENDA IS AMENDED.
THANK YOU.
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
21
JUN 2021: INTERMEDIARY CLIENTS ONLY -
PLEASE NOTE THAT IF YOU ARE-CLASSIFIED AS AN
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE-II, YOU SHOULD BE PROVIDING
THE UNDERLYING SHAREHOLDER INFORMATION
AT THE-VOTE INSTRUCTION LEVEL. IF YOU ARE
UNSURE ON HOW TO PROVIDE THIS LEVEL OF-
DATA TO BROADRIDGE OUTSIDE OF PROXYEDGE,
PLEASE SPEAK TO YOUR DEDICATED-CLIENT
SERVICE REPRESENTATIVE FOR ASSISTANCE
|
Non-Voting
|
|
|
|
|
|
|
|
|
CMMT
|
21
JUN 2021: PLEASE NOTE THAT THIS IS A
REVISION DUE TO ADDITION OF COMMENT.-IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
|
Non-Voting
|
|
|
|
|
|
|
|
|
TALEND
S.A.
|
|
|
|
|
Security
|
874224207
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
TLND
|
|
|
|
Meeting
Date
|
29-Jun-2021
|
|
|
|
ISIN
|
US8742242071
|
|
|
|
Agenda
|
935441458
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
O1
|
To
ratify the provisional appointment of Ms. Elissa Fink
as Director.
|
Management
|
|
For
|
|
For
|
|
|
|
|
O2
|
To
ratify the provisional appointment of Mr. Ryan Kearny
as Director.
|
Management
|
|
For
|
|
For
|
|
|
|
|
O3
|
To
renew the term of office of Mr. Ryan Kearny as
Director.
|
Management
|
|
For
|
|
For
|
|
|
|
|
O4
|
To
renew the term of office of Mr. Patrick Jones as
Director.
|
Management
|
|
For
|
|
For
|
|
|
|
|
O5
|
To
renew the term of office of Ms. Christal Bemont as
Director.
|
Management
|
|
For
|
|
For
|
|
|
|
|
O6
|
To
approve, on an advisory basis, the compensation of
our named executive officers.
|
Management
|
|
For
|
|
For
|
|
|
|
|
O7
|
To
approve the statutory financial statements for the year
ended December 31, 2020.
|
Management
|
|
For
|
|
For
|
|
|
|
|
O8
|
To
allocate earnings for the year ended December 31,
2020.
|
Management
|
|
For
|
|
For
|
|
|
|
|
O9
|
To
approve the consolidated financial statements for the
year ended December 31, 2020 prepared in accordance
with IFRS.
|
Management
|
|
For
|
|
For
|
|
|
|
|
O10
|
To
approve an indemnification agreement entered into
with Ms. Elissa Fink (agreement referred to in Articles L.
225-38 et seq. of the French Commercial Code).
|
Management
|
|
For
|
|
For
|
|
|
|
|
O11
|
To
approve an indemnification agreement entered into
with Mr. Ryan Kearny (agreement referred to in Articles
L. 225-38 et seq. of the French Commercial Code).
|
Management
|
|
For
|
|
For
|
|
|
|
|
O12
|
To
approve a consulting agreement entered into with Mr.
Michael Tuchen (agreement referred to in Articles L. 225-
38 et seq. of the French Commercial Code).
|
Management
|
|
For
|
|
For
|
|
|
|
|
O13
|
To
approve a separation agreement and release entered
into with Mr. Laurent Bride (agreement referred to in
Articles L.225-38 et seq. of the French Commercial
Code).
|
Management
|
|
For
|
|
For
|
|
|
|
|
O14
|
To
ratify the selection of KPMG LLP as the independent
registered public accountant for the Company for the
fiscal year ending December 31, 2021 with respect to the
Company's financial statements prepared in accordance
with generally accepted accounting principles in the
United States for SEC reporting purposes.
|
Management
|
|
For
|
|
For
|
|
|
|
|
E15
|
To
delegate authority to the board of directors to grant
existing and/or newly issued free shares of the Company
to all or certain employees and/or all or certain corporate
officers of the Company or companies in the group, in
accordance with the provisions of Articles L. 225-197-1 et
seq. of the French Commercial Code.
|
Management
|
|
Abstain
|
|
Against
|
|
|
|
|
E16
|
To
delegate authority to the board of directors to issue
share warrants (bons de souscription d'actions), without
shareholders' preferential subscription right, for the
benefit of a category of persons meeting certain
characteristics.
|
Management
|
|
Abstain
|
|
Against
|
|
|
|
|
E17
|
To
delegate authority to the board of directors to grant
options to subscribe for new ordinary shares or options to
purchase ordinary shares of the Company, pursuant to
the provisions of Articles L. 225-177 et seq. of the French
Commercial Code to all or certain employees and/or all or
certain corporate officers of the Company or companies
in the group, in accordance with the provisions of Articles
L. 225-180 et seq. of the French Commercial Code.
|
Management
|
|
Abstain
|
|
Against
|
|
|
|
|
E18
|
To
limit the amount of issues under Proposal Nos. 15, 16
and 17.
|
Management
|
|
For
|
|
For
|
|
|
|
|
E19
|
To
delegate authority to the board of directors to increase
the share capital by way of the issue of shares of the
Company to participants in a company savings plan (plan
d'épargned'entreprise) established in accordance with
Articles L. 3332-1et seq. of the French Labor Code.
|
Management
|
|
For
|
|
For
|
|
|
|
|
QIAGEN
N.V.
|
|
|
|
|
Security
|
N72482123
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
QGEN
|
|
|
|
Meeting
Date
|
29-Jun-2021
|
|
|
|
ISIN
|
NL0012169213
|
|
|
|
Agenda
|
935455990
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1
|
Proposal
to adopt the Annual Accounts for the year
ended December 31, 2020 ("Calendar Year 2020").
|
Management
|
|
For
|
|
For
|
|
|
|
|
2
|
Proposal
to cast a favorable non-binding advisory vote in
respect of the Remuneration Report 2020.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3
|
Proposal
to discharge from liability the Managing
Directors for the performance of their duties during
Calendar Year 2020.
|
Management
|
|
For
|
|
For
|
|
|
|
|
4
|
Proposal
to discharge from liability the Supervisory
Directors for the performance of their duties during
Calendar Year 2020.
|
Management
|
|
For
|
|
For
|
|
|
|
|
5A
|
Reappointment
of the Supervisory Director: Dr. Metin
Colpan
|
Management
|
|
For
|
|
For
|
|
|
|
|
5B
|
Reappointment
of the Supervisory Director: Mr. Thomas
Ebeling
|
Management
|
|
For
|
|
For
|
|
|
|
|
5C
|
Reappointment
of the Supervisory Director: Dr. Toralf
Haag
|
Management
|
|
For
|
|
For
|
|
|
|
|
5D
|
Reappointment
of the Supervisory Director: Prof. Dr.
Ross L. Levine
|
Management
|
|
For
|
|
For
|
|
|
|
|
5E
|
Reappointment
of the Supervisory Director: Prof. Dr.
Elaine Mardis
|
Management
|
|
For
|
|
For
|
|
|
|
|
5F
|
Reappointment
of the Supervisory Director: Mr. Lawrence
A. Rosen
|
Management
|
|
For
|
|
For
|
|
|
|
|
5G
|
Reappointment
of the Supervisory Director: Ms. Elizabeth
E. Tallett
|
Management
|
|
For
|
|
For
|
|
|
|
|
6A
|
Reappointment
of the Managing Director: Mr. Thierry
Bernard
|
Management
|
|
For
|
|
For
|
|
|
|
|
6B
|
Reappointment
of the Managing Director: Mr. Roland
Sackers
|
Management
|
|
For
|
|
For
|
|
|
|
|
7
|
Proposal
to adopt the Remuneration Policy with respect
to the Managing Board.
|
Management
|
|
For
|
|
For
|
|
|
|
|
8A
|
Remuneration
of the Supervisory Board: Proposal to
adopt the partial amendment of the Remuneration Policy
with respect to the Supervisory Board.
|
Management
|
|
For
|
|
For
|
|
|
|
|
8B
|
Remuneration
of the Supervisory Board: Proposal to
determine the remuneration of members of the
Supervisory Board.
|
Management
|
|
For
|
|
For
|
|
|
|
|
9
|
Proposal
to reappoint KPMG Accountants N.V. as
auditors of the Company for the calendar year ending
December 31, 2021.
|
Management
|
|
For
|
|
For
|
|
|
|
|
10A
|
Proposal
to authorize the Supervisory Board, until
December 29, 2022 to: issue a number of ordinary
shares and financing preference shares and grant rights
to subscribe for such shares of up to 50% of the
aggregate par value of all shares issued and outstanding.
|
Management
|
|
Abstain
|
|
Against
|
|
|
|
|
10B
|
Proposal
to authorize the Supervisory Board, until
December 29, 2022 to: restrict or exclude the pre-
emptive rights with respect to issuing ordinary shares or
granting subscription rights of up to 10% of the aggregate
par value of all shares issued and outstanding.
|
Management
|
|
Abstain
|
|
Against
|
|
|
|
|
10C
|
Proposal
to authorize the Supervisory Board, until
December 29, 2022 to: solely for the purpose of strategic
transactions such as mergers, acquisitions or strategic
alliances, to restrict or exclude the pre-emptive rights with
respect to issuing additional ordinary shares or granting
subscription rights of up to 10% of the aggregate par
value of all shares issued and outstanding.
|
Management
|
|
Abstain
|
|
Against
|
|
|
|
|
11
|
Proposal
to authorize the Managing Board, until
December 29, 2022, to acquire shares in the Company's
own share capital.
|
Management
|
|
For
|
|
For
|
|
|
|
|
12
|
Proposal
to resolve upon the amendment of the
Company's Articles of Association in connection with
changes to Dutch law.
|
Management
|
|
For
|
|
For
|
|
|
|
|
GAMESYS
GROUP PLC
|
|
|
|
|
Security
|
G3727J107
|
|
|
|
Meeting
Type
|
Ordinary
General Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
30-Jun-2021
|
|
|
|
ISIN
|
GB00BZ14BX56
|
|
|
|
Agenda
|
714262627
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1
|
TO
IMPLEMENT THE SCHEME, INCLUDING
AUTHORISING THE DIRECTORS OF THE COMPANY
TO TAKE ALL SUCH ACTION AS THEY MAY
CONSIDER NECESSARY OR APPROPRIATE FOR
IMPLEMENTING THE SCHEME, AND AMENDING THE
ARTICLES OF ASSOCIATION OF THE COMPANY, AS
SET OUT IN THE NOTICE OF GENERAL MEETING
|
Management
|
|
For
|
|
For
|
|
|
|
|
GAMESYS
GROUP PLC
|
|
|
|
|
Security
|
G3727J107
|
|
|
|
Meeting
Type
|
Court
Meeting
|
|
|
Ticker
Symbol
|
|
|
|
|
Meeting
Date
|
30-Jun-2021
|
|
|
|
ISIN
|
GB00BZ14BX56
|
|
|
|
Agenda
|
714267879
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1
|
FOR
THE PURPOSE OF CONSIDERING AND, IF
THOUGHT FIT, APPROVING (WITH OR WITHOUT
MODIFICATION) A SCHEME OF ARRANGEMENT
PURSUANT TO PART 26 OF THE COMPANIES ACT
2006 (THE "SCHEME") BETWEEN THE COMPANY
AND THE SCHEME SHAREHOLDERS (AS DEFINED IN
THE SCHEME DOCUMENT)
|
Management
|
|
For
|
|
For
|
|
|
|
|
CARDTRONICS
PLC
|
|
|
|
|
Security
|
G1991C105
|
|
|
|
Meeting
Type
|
Annual
|
|
|
Ticker
Symbol
|
CATM
|
|
|
|
Meeting
Date
|
30-Jun-2021
|
|
|
|
ISIN
|
GB00BYT18414
|
|
|
|
Agenda
|
935458225
- Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
Proposal
|
Proposed
by
|
|
Vote
|
For/Against
Management
|
|
|
|
|
1A.
|
Election
of Class II Director to serve until the 2024
Annual General Meeting: Juli C. Spottiswood
|
Management
|
|
For
|
|
For
|
|
|
|
|
1B.
|
Election
of Class II Director to serve until the 2024
Annual General Meeting: Edward H. West
|
Management
|
|
For
|
|
For
|
|
|
|
|
1C.
|
Election
of Class II Director to serve until the 2024
Annual General Meeting: Rahul Gupta
|
Management
|
|
For
|
|
For
|
|
|
|
|
2.
|
To
ratify, on an advisory basis, our Audit Committee's
selection of KPMG LLP (U.S.) as our U.S. independent
registered public accounting firm for the fiscal year
ending December 31, 2021.
|
Management
|
|
For
|
|
For
|
|
|
|
|
3.
|
To
re-appoint KPMG LLP (U.K.) as our U.K. statutory
auditors under the U.K. Companies Act 2006, to hold
office until the conclusion of the next annual general
meeting of shareholders at which accounts are presented
to our shareholders.
|
Management
|
|
For
|
|
For
|
|
|
|
|
4.
|
To
authorize our Audit Committee to determine our U.K.
statutory auditors' remuneration.
|
Management
|
|
For
|
|
For
|
|
|
|
|
5.
|
To
approve, on an advisory basis, the compensation of
the Named Executive Officers as disclosed in the proxy
statement.
|
Management
|
|
For
|
|
For
|
|
|
|
|
6.
|
To
approve, on an advisory basis, the Directors'
Remuneration Report (other than the Directors'
Remuneration Policy) for the fiscal year ended December
31, 2020.
|
Management
|
|
For
|
|
For
|
|
|
|
|
7.
|
To
receive our U.K. Annual Reports and Accounts for the
fiscal year ended December 31, 2020, together with the
reports of the auditors therein.
|
Management
|
|
For
|
|
For
|
|
|
Pursuant to the requirements
of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
