CORPORATE GOVERNANCE – UK

1st April 2015 to 31st March 2016

A Directors’ report and financial statements B Final / interim / script dividend C Director election D Appoint auditor E Approve issue of equity or equity-linked securities with pre-emptive rights F Approve issue of equity or equity-linked securities without pre-emptive rights G Authorise company to make market purchases of own shares/ordinary shares/allot shares, repayment/cancellation of preference shares H Environmental or social issues I Bonus share issues J Increase/decrease in authorised capital K Articles of association L Share incentive plan/long term incentive plan M Company name change N Scheme of arrangement O Approve/authorise EU political donations/expenditure P Approve general meeting other than AGM may be called on or not less than 14 clear days notice Q Approve remuneration policy R Approve remuneration report S Increase director’s fees T Approve acquisition SP Shareholder proposal

MEETING DATE ISSUES VOTED AGAINST, ABSTAINED, COMPANY ISSUES VOTED FOR TYPE VOTED CONTRARY TO ISS RECOMMENDATIONS

BP Plc AGM 01/04/15 A, B, C, D, E, F, G, K, L, O, P, R, SP: H Dialight Plc AGM 01/04/15 A, B, C, D, E, F, G, O, P R – Voted against in line with ISS recommendation. Domino Printing Sciences Plc OGM 01/04/15 T Domino Printing Sciences Plc Court 01/04/15 N Meeting Hunting Plc AGM 01/04/15 A, B, C, D, E, F, G, P, R Plc AGM 01/04/15 A, C, D, E, F, G, P, Q, R Smith & Nephew Plc AGM 01/04/15 A, B, C, D, E, F, G, P, R Porvair Plc AGM 10/04/15 A, B, C, D, E, F, G, P, Q, R, Approve employee benefit trust AGM 14/04/15 A, B, C, D, E, F, G, P, R Domino’s Pizza Group Plc AGM 14/04/15 A, B, C, D, E, F, G, L, P, R Reed Elsevier Plc AGM 14/04/15 A, B, C, D, E, F, G, P, R, Amendment to corporate structure, Approve change of company name. Barclays Plc AGM 15/04/15 A, C, D, E, F, G, O, P, R Cobham Plc AGM 15/04/15 A, B, C, D, E, F, G, L, P, R 1

MEETING DATE ISSUES VOTED AGAINST, ABSTAINED, COMPANY ISSUES VOTED FOR TYPE VOTED CONTRARY TO ISS RECOMMENDATIONS

Drax Group Plc AGM 15/04/15 A, B, C, D, E, F, G, L, O, P, R Plc AGM 15/04/15 A, B, C, D, E, F, G, K, L, P, Q, R Aviva Plc AGM 17/04/15 A, B, C, D, E, F, G, K, O, P, Q, R SDL Plc AGM 17/04/15 A, B, C, D, E, F, P R – Voted against in line with ISS recommendation. Senior Plc AGM 17/04/15 A, B, C, D, E, F, G, P, R Plc AGM 17/04/15 A, B, C, D, E, F, G, K, P, R ARM Holdings Plc AGM 20/04/15 A, B, C, D, E, F, G, P R – Voted against in line with ISS recommendation. AstraZeneca Plc AGM 20/04/15 A, B, C, D, E, F, G, K, O, P, R British American Tobacco Plc AGM 20/04/15 A, B, C, D, E, F, G, O, P, R Plc AGM 20/04/15 A, B, C, D, E, F, G, L, O, P, Q R – Voted against in line with ISS recommendation. HSBC Holdings Plc AGM 20/04/15 A, C, D, E, F, G, L, P, R Pearson Plc AGM 20/04/15 A, B, C, D, E, F, G, R Shire Plc AGM 20/04/15 A, C, D, E, F, G, L, P, Q, R Plc AGM 20/04/15 A, B, C, D, E, F, G, P, R AGA Rangemaster Group Plc AGM 21/04/15 A, C, D, E, F, P, R Blackrock World Mining Trust AGM 21/04/15 A, B, C, D, E, F, G, R, Continuation of company as Plc investment trust BT Group Plc EGM 21/04/15 T, Authorise company to enter into contingent purchase contract Plc AGM 21/04/15 A, B, C, D, E, F, G, P, R Henderson Group Plc AGM 21/04/15 A, B, C, D, E, F, G, L, Q, R, Authorise company to enter into contingent purchase contract Stock Exchange AGM 21/04/15 A, B, C, D, E, F, G, O, P, R Group Plc Schroders Plc AGM 21/04/15 A, B, C, D, E, G, P, R Plc AGM 21/04/15 A, B, C, D, E, F, G, P, R Holdings Plc AGM 21/04/15 A, B, C, D, E, F, G, P, Q, R Unilever Plc AGM 21/04/15 A, C, D, E, F, G, O, P, R BG Group Plc AGM 27/04/15 A, B, C, D, E, F, G, O, P, R Capital & Countries Properties AGM 27/04/15 A, B, C, D, E, F, G, P, R Plc Jardine Lloyd Thompson AGM 27/04/15 A, B, C, D, E, F, G, P, R C x 2 – Voted against in line with ISS recommendation. Group Plc BHP Billiton Plc OGM 28/04/15 Approve demerger Howden Joinery Group Plc AGM 28/04/15 A, B, C, D, E, F, G, L, O, P, R Inmarsat Plc AGM 28/04/15 A, B, C, D, E, F, G, O, P C, R – Voted in favour, contrary to ISS recommendation to vote against. As Inmarsat is a new holding we have supported both resolutions. This gives BAPIML the opportunity to engage with the company. Group Plc AGM 28/04/15 A, B, C, D, E, F, G, L, O, P, Q, R, S SP: Authorise independent assessment of the business’ response to the historic allegations made by the Teamsters Union in the US – Voted in favour, in line with ISS, contrary to management recommendation to vote against. Group Plc AGM 28/04/15 A, C, D, E, F, G, L, O, P, R Alent Plc AGM 29/04/15 A, B, C, D, E, F, G, O, P, R

2

MEETING DATE ISSUES VOTED AGAINST, ABSTAINED, COMPANY ISSUES VOTED FOR TYPE VOTED CONTRARY TO ISS RECOMMENDATIONS

CRH Plc AGM 29/04/15 A, B, C, D, E, F, G, J, K, P, R, Authorise reissuance of treasury shares GlaxoSmithKline Plc AGM 29/04/15 A, C, D, E, F, G, L, O, P, R, Approve exemption from statement of name of Senior Statutory Auditor Reckitt Benckiser Group Plc AGM 29/04/15 A, B, C, D, E, F, G, L, O, P, R, S RSA Insurance Group Plc AGM 29/04/15 A, B, C, D, E, F, G, O, P, R William Hill Plc AGM 29/04/15 A, B, C, D, E, F, G, O, P, R BBA Aviation Plc AGM 30/04/15 A, B, C, D, E, F, G, L, P, Q R - Voted against in line with ISS recommendation. Plc AGM 30/04/15 A, B, C, D, E, F, G, R Plc AGM 30/04/15 A, B, C, D, E, F, G, P Q, R - Voted against in line with ISS recommendation. Morgan Advanced Materials AGM 30/04/15 A, B, C, D, E, F, O, P R - Voted against in line with ISS recommendation. Plc Rolls-Royce Holdings Plc AGM 30/04/15 A, C, D, E, F, G, O, R, Increase borrowing powers, Approve payment to shareholders Spirax-Sarco Engineering Plc AGM 05/05/15 A, B, C, D, E, F, G, L, P, R Plc AGM 06/05/15 A, B, C, D, E, F, G, K, P, R IP Group Plc AGM 06/05/15 A, C, D, E, F, G, L, O, P, R Skyepharma Plc AGM 06/05/15 A, C, D, E, F, G, P, R Sportech Plc AGM 06/05/15 A, C, D, E, F, G, P, R D – Voted in favour, contrary to ISS recommendation to abstain. Candover Investments Plc AGM 07/05/15 A, C, D, E, F, G, P, Q, R Dunedin Enterprise AGM 07/05/15 A, B, C, D, E, F, G, P, R Investment Trust Plc Group Plc AGM 07/05/15 A, B, C, D, E, F, G, O, P, R Approve waiver on tender-bid requirement – Voted in favour, contrary to ISS recommendation to vote against. ISS research has made a poor and uninformed recommendation on this proposal, due to a lack of information on their part. Plc AGM 07/05/15 A, B, C, D, E, F, G, L, P, R Plc AGM 07/05/15 A, C, D, E, F, G, O, P, R Riverstone Energy Ltd AGM 07/05/15 A, C, D, F, Share repurchase Secure Trust Bank Plc AGM 07/05/15 A, B, C, D, G, R Plc AGM 08/05/15 A, B, C, D, E, F, G, L, P, Q, R Plc AGM 08/05/15 A, C, D, E, F, G, O, P R – Voted in favour, contrary to ISS recommendation to vote against. The salary and LTIPs for new CEO are justified to attract a CEO of Leo Quinn’s calibre. The disclosure issue does not by itself, merit a vote against Chime Communications Plc AGM 08/05/15 A, B, C, D, E, F, G, L, O, P, R Exova Group Plc AGM 08/05/15 A, B, C, D, E, F, G, O, P, Q, R ITV Plc AGM 08/05/15 A, B, C, D, E, F, G, O, P, R Lloyds Banking Group Plc AGM 08/05/15 A, B, C, D, E, F, G, K, O, P, R Melrose Industries Plc AGM 08/05/15 A, B, C, D, E, F, G, P, R Next Plc AGM 08/05/15 A, B, C, D, E, F, G, L, P, R Prudential Plc AGM 08/05/15 A, B, C, D, E, F, G, O, P, R Plc AGM 08/05/15 A, B, C, D, E, F, G, L, O, P, Q, R SIG Plc AGM 08/05/15 A, B, C, D, E, F, G, R UBM Plc AGM 08/05/15 A, B, C, D, E, F, G, L, P, R

3

MEETING DATE ISSUES VOTED AGAINST, ABSTAINED, COMPANY ISSUES VOTED FOR TYPE VOTED CONTRARY TO ISS RECOMMENDATIONS

Vesuvius Plc AGM 08/05/15 A, B, C, D, E, F, G, O, P, R Brammer Plc AGM 11/05/15 A, B, C, D, E, F, G, L, P, Q, R, S Plc AGM 11/05/15 A, B, C, D, E, F, G, P, R Plc AGM 11/05/15 A, C, D, E, F, G, P Q, R – Voted against in line with ISS recommendation. Kier Group Plc OGM 11/05/15 E, F, S, T, Increase in borrowing limit Ocado Group Plc AGM 11/05/15 A, C, D, E, F, G, O, P C X 2, R – Voted against in line with ISS recommendation. Informa Plc AGM 12/05/15 A, B, C, D, E, F, G, O, P, Q, R Plc AGM 12/05/15 A, B, C, D, E, F, G, O, R, SP: H Partnership Assurance Group AGM 13/05/15 A, B, C, D, E, F, G, O, P L, Q, R – Voted against in line with ISS Plc recommendation. Stock Spirits Group Plc AGM 13/05/15 A, B, C, D, E, F, G, P, R C – Abstained. Director stepping down at meeting. Amlin Plc AGM 14/05/15 A, B, C, D, E, F, G, O, P, R Circassia Pharmaceuticals Plc AGM 14/05/15 A, C, D, E, F, P, Q, R AGM 14/05/15 A, B, C, D, E, F, G, K, P, R AGM 14/05/15 A, B, C, D, E, F, G, L, P, R Plc AGM 14/05/15 A, C, D, E, F, G, O, P, R Allied Minds Plc AGM 19/05/15 A, C, D, E, F, G, O, P, R Q – Voted against in line with ISS recommendation. Fundsmith Emerging Equities AGM 19/05/15 A, C, D, E, G, P, Q, R F – Voted in favour, contrary to ISS recommendation to Trust Plc vote against. ISS does not yet understand that non pre- emptive equity issuance is not problematic for closed ended funds. SQS Software Quality AGM 19/05/15 A, B, J, L, Discharge board member Systems AG Plc AGM 19/05/15 A, B, C, D, E, F, G, P, R Euromoney Institutional AGM 22/05/15 L Q – Voted against in line with ISS recommendation. Investor Plc Michael Page International Plc AGM 27/05/15 A, B, C, D, E, F, G, O, P, R Hansteen Holdings Plc AGM 29/05/15 A, C, D, E, F, G, P, R Kingfisher Plc AGM 01/06/15 A, B, C, D, E, F, G, O, P, R AA Plc AGM 03/06/15 A, C, D, E, F, G, L, O, P, R C, Q – Voted in favour, contrary to ISS recommendation to abstain. Company has indicated that the management roles will be split in due course. The bonus scheme is a legacy issue from private equity ownership. Altus Resource Capital Ltd EGM 03/06/15 Approve liquidation plan, Appoint liquidators, Approve liquidators remuneration, Authorise the company secretary to hold the company’s books and record to the order of the liquidators Circassia Pharmaceuticals Plc OGM 03/06/15 J, T SOCO International Plc AGM 03/06/15 A, B, C, D, E, F, G, R C x 3 – Voted against, contrary to ISS recommendation to abstain. C – Voted in favour, contrary to ISS recommendation to abstain. WPP Plc AGM 03/06/15 A, B, C, D, E, F, G, H, L, R Graphite Enterprise Trust Plc AGM 05/06/15 A, B, C, D, E, F, G, P, R Blackrock Smaller Companies AGM 10/06/15 A, B, C, D, E, F, G, R Trust Plc Walker Greenbank Plc AGM 10/06/15 A, B, C, D, E, F, G, L 4

MEETING DATE ISSUES VOTED AGAINST, ABSTAINED, COMPANY ISSUES VOTED FOR TYPE VOTED CONTRARY TO ISS RECOMMENDATIONS

Tarsus Group Plc AGM 16/06/15 A, B, C, D, E, F, G, R, Authorise company to hold C – Voted against in line with ISS recommendation. shares which it has repurchased as treasury shares, Authorise company to execute documents to enable it to hold shares which it has repurchased as treasury shares BCA Marketplace Plc AGM 17/06/15 A, C, D, E, F, G, P Royal Bank of Group AGM 17/06/15 A, C, D, E, F, G, O, P, R, Approve the performance by Plc the company of the resale rights agreement and the registration rights agreement Saga Plc AGM 17/06/15 A, B, C, D, E, F, G, O, P, Q, R Scottish Mortgage Investment AGM 17/06/15 A, B, C, D, E, G, R, Authorise directors to sell treasury F – Voted in favour, contrary to ISS recommendation to Trust Plc shares for cash at a discount to net asset value vote against. ISS does not yet understand that non pre-emptive equity issuance is not problematic for closed ended funds. Tesco Plc AGM 22/06/15 C, D, E, F, G, O, P, Q, R A – Voted against in line with ISS recommendation. Aberdeen Asset Management OGM 30/06/15 Authorise issues of non-voting preference shares Plc Booker Group Plc AGM 01/07/15 A, B, C, D, E, F, G, P, R, Return of capital Marks and Spencer Group Plc AGM 01/07/15 A, B, C, D, E, F, G, L, O, P, R The Biotech Growth Trust Plc AGM 01/07/15 A, C, D, E, F, G, K, P, R, Approve continuation of company as investment trust BTG Plc AGM 02/07/15 A, C, D, E, F, O, P, R N Brown Group Plc AGM 02/07/15 A, B, C, D, E, F, P, R RPC Group Plc AGM 02/07/15 A, B, C, D, E, F, G, P, R Plc AGM 02/07/15 A, B, C, D, E, F, G, P, R Intermediate Capital Group AGM 03/07/15 A, B, C, D, E, F, G, P, Approve reduction of the share R – Voted against in line with ISS recommendation. Plc premium account BT Group Plc AGM 06/07/15 A, B, C, D, E, F, G, K, O, P, R Burberry Group Plc AGM 06/07/15 A, B, C, D, E, F, G, K, O, P, R Londonmetric Property Ltd AGM 06/07/15 A, B, C, D, E, F, G, P, R AGM 06/07/15 A, B, C, D, E, F, G, P, R British Land Co Plc AGM 08/07/15 A, C, D, E, F, G, O, P, R, Affirm two leasehold transactions Montanaro European Smaller AGM 14/07/15 A, B, C, D, E, F, G, R Companies Trust Plc TalkTalk Telecom Group Plc AGM 14/07/15 A, B, C, D, E, F, G, P, R C – Voted against in line with ISS recommendation. Plc AGM 15/07/15 A, B, C, D, E, F, G, O, P, R SABMiller Plc AGM 16/07/15 A, B, C, D, E, F, G, P, R SSE Plc AGM 16/07/15 A, B, C, D, E, F, G, P, R Group AGM 22/07/15 A, B, C, D, E, F, G, L, O, P, R Plc Hayward Tyler Group Plc AGM 22/07/15 A, B, C, D, F Montanaro UK Smaller AGM 22/07/15 A, B, C, D, E, F, G, P, R, Issue of shares held in treasury Companies Investment Trust at a discount to net asset value Plc

5

MEETING DATE ISSUES VOTED AGAINST, ABSTAINED, COMPANY ISSUES VOTED FOR TYPE VOTED CONTRARY TO ISS RECOMMENDATIONS

Tate & Lyle Plc AGM 22/07/15 A, B, C, D, E, F, G, O, P R –Voted against in line with ISS recommendation. C – Abstained. Director stepped down from the board 1st July 2015. Plc AGM 22/07/15 A, B, C, D, E, F, G, P, R Vodafone Group Plc AGM 22/07/15 A, B, C, D, E, F, G, O, P, R WS Atkins Plc AGM 22/07/15 A, B, C, D, E, F, G, H, O, P, R Melrose Industries Plc AGM 07/08/15 Approve disposal of Elster group Tarsus Group Plc OGM 25/08/15 Approve disposal Consort Medical Plc AGM 27/08/15 A, B, C, D, E, F, G, L, P, Q R – Voted in favour, contrary to ISS recommendation to abstain. DS Smith Plc AGM 02/09/15 A, B, C, D, E, F, G, P, R, Approve increase in borrowing limit Plc AGM 02/09/15 A, B, C, D, E, F, G, P, R Group Plc AGM 02/09/15 A, B, C, D, E, F, G, O, P, R The Berkeley Group Holdings AGM 02/09/15 A, C, D, E, F, G, O, P, R, Approve sale of assets Plc Plc AGM 04/09/15 A, B, C, D, E, F, G, O, P, Q C x 3, R – Voted against in line with ISS recommendation. Chime Communications Plc OGM 08/09/15 T Chime Communications Plc Court 08/09/15 N Meeting Infrastructure India Plc AGM 08/09/15 A, C, D, S C – Voted in favour, contrary to ISS recommendation to abstain. C – Voted in favour, contrary to ISS recommendation to vote against. The issue in both cases is one of non- independence. This is effectively a private-equity structure in a quoted vehicle and a special situation in that the largest shareholder owns a majority stake. It would not be in shareholders’ interests to block the re-election of the CEO and one of the other directors. NCC Group Plc AGM 08/09/15 A, B, C, D, E, F, G, P, R Imagination Technologies AGM 14/09/15 A, C, D, E, F, G, L, P, Q R – Voted against in line with ISS recommendation. Group Plc International Plc AGM 15/09/15 A, B, C, D, E, F, G, L, P, R Altus Resource Capital Ltd OGM 16/09/15 Approve joint liquidator’s receipts and payments x 2 – Voted against in line with ISS recommendation. Diageo Plc AGM 16/09/15 A, B, C, D, E, F, G, O, R Tesco Plc OGM 21/09/15 Approve disposal Henderson Smaller AGM 28/09/15 A, B, C, D, E, F, G, R Companies Investment Trust Plc BBA Aviation Plc OGM 05/10/15 E, T BHP Billiton Plc AGM 13/10/15 A, B, C, D, E, F, G, K, L, R JP Morgan Mid Cap AGM 20/10/15 A, B, C, D, E, F, G, Q, R Investment Trust Plc Melrose Industries Plc OGM 20/10/15 G, J, N Approve proposed return of capital, Approve share capital consolidation AGM 20/10/15 A, B, C, D, E, F, G, P, R 6

MEETING DATE ISSUES VOTED AGAINST, ABSTAINED, COMPANY ISSUES VOTED FOR TYPE VOTED CONTRARY TO ISS RECOMMENDATIONS

Melrose Industries Plc Court 22/10/15 N Meeting Barratt Developments Plc AGM 02/11/15 A, B, C, D, E, F, G, L, P, R, Approve special cash payment AGM 02/11/15 A, B, C, D, E, F, G, O, P, R J D Wetherspoon Plc AGM 02/11/15 A, B, C, D, E, F, G, L, P C, K, R – Voted against in line with ISS recommendation. Kier Group Plc AGM 02/11/15 A, B, C, D, E, F, L, P, R Plc AGM 10/11/15 A, B, C, D, E, F, G, P, R AGM 10/11/15 A, B, C, D, E, F, G, P, R Jupiter US Smaller Companies AGM 10/11/15 A, C, D, E, F, G, K, P, R C – Voted against in line with ISS recommendation. Plc Smiths Group Plc AGM 10/11/15 A, B, C, D, E, F, G, L, O, P, Q, R Plc AGM 13/11/15 A, B, C, D, E, F, G, K, L, P, Q, R, Approve share award Approve waiver on tender-bid requirement – Voted agreement against in line with ISS recommendation. Vote Error. Class 13/11/15 K Participations Plc Meeting Pantheon International EGM 13/11/15 K Participations Plc Pantheon International AGM 13/11/15 A, C, D, E, F, G, P, R, Approve change of company Participations Plc name Wolseley Plc AGM 17/11/15 A, B, C, D, E, F, G, L, Q, R Matchtech Group Plc AGM 26/11/15 A, B, C, D, E, F, G Plc AGM 02/12/15 A, B, C, D, E, F, G, P, R Johnson Matthey Plc OGM 03/12/15 B, G NCC Group Plc OGM 04/12/15 E, F Hayward Tyler Group EGM 09/12/15 F, K Partnership Assurance Group OGM 23/12/15 K, T Plc Partnership Assurance Group Court 23/12/15 N Plc Meeting RPC Group Plc OGM 23/12/15 E, T UBM Plc OGM 23/12/15 Approve disposal, Approve subdivision and share consolidation Debenhams Plc AGM 05/01/16 A, B, C, D, E, F, G, L, P, R Strathdon Investments OGM 14/01/16 K Limited Marston’s Plc AGM 15/01/16 A, B, C, D, E, F, G, P, R BG Group Plc OGM 19/01/16 Approve cash and share offer BG Group Plc Court 19/01/16 N Meeting Euromoney Institutional AGM 19/01/16 A, B, C, D, E, F, G, P C X 4, R – Voted against in line with ISS Investor Plc recommendation. Royal Dutch Shell Plc OGM 19/01/16 Approve cash and share offer Imperial Tobacco Group Plc AGM 26/01/16 A, B, C, D, E, F, G, O, P, R, Authorise change of company name AGM 26/01/16 A, B, C, D, E, F, G, L, P, Q, R

7

MEETING DATE ISSUES VOTED AGAINST, ABSTAINED, COMPANY ISSUES VOTED FOR TYPE VOTED CONTRARY TO ISS RECOMMENDATIONS

TUI AG AGM 26/01/16 D, F, G, K, Approve discharge of management board, Approve discharge of supervisory board members, Elect supervisory board members, Approve remuneration of supervisory board members Compass Group Plc AGM 28/01/16 A, B, C, D, E, F, G, O, P, R Paragon Group of Companies AGM 03/02/16 A, B, C, D, E, F, G, P, R Plc Schroder UK Mid Cap Fund AGM 03/02/16 A, B, C, D, E, F, G, R, S Plc Next Plc OGM 04/02/16 Approve matters related to distribution Thomas Cook Group Plc AGM 16/02/16 A, C, D, E, F, O, P R – Voted against in line with ISS recommendation. Aberforth Smaller Companies AGM 23/02/16 A, B, C, D, G, R Trust Plc SSP Group Plc AGM 26/02/16 A, B, C, D, E, F, G, O, P, R Holdings Plc AGM 04/03/16 A, B, C, D, E, F, G, P, R Partnership Assurance Group OGM 22/03/16 T K – Voted against, contrary to ISS recommendation to Plc vote in favour. Partnership Assurance Group Court 22/03/16 N Plc Meeting Strathdon Investments Ltd OGM 30/03/16 Approve terms of the purchase contracts

8