Results of Exercise of Proxy Voting Rights at General Meetings from January to March 2021
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Sumitomo Mitsui DS Asset Management Results of Exercise of Proxy Voting Rights at general meetings from January to March 2021 To appropriately deal with conflicts of interest and further enhance the visibility of its exercise of voting rights, Sumitomo Mitsui DS Asset Management (SMDAM) will individually disclose voting results of all proposals for which it exercises voting rights it holds in investee companies and investment corporations. 【 Japanese Equities 】 Results of Exercise of Proxy Voting Rights (January - March, 2021) Total No. Carte Nature of Resolution of Supported Opposed Abstained Blanche Resolutions Management Resolutions 3,271 2,610 (79.8%) 661 (20.2%) 0 0 Resolutions Concerning Company Organs Appointment and dismissal of directors *1 2,471 1,942 (78.6%) 529 (21.4%) 0 0 Appointment and dismissal of auditors *1 219 165 (75.3%) 54 (24.7%) 0 0 Appointment and dismissal of accounting auditors 10 10 (100.0%) 0 (0.0%) 0 0 Resolutions Concerning Remuneration of Officers Executive compensation *2 160 122 (76.3%) 38 (23.8%) 0 0 Payment of retirement benefits 22 3 (13.6%) 19 (86.4%) 0 0 Resolutions Concerning Capital Policy Appropriation of retained earnings 231 220 (95.2%) 11 (4.8%) 0 0 Matters related to restructuring *3 15 15 (100.0%) 0 (0.0%) 0 0 Introduction, renewal, or abolition of takeover defense measures 5 0 (0.0%) 5 (100.0%) 0 0 Other capital policy proposals *4 33 32 (97.0%) 1 (3.0%) 0 0 Partial amendment of the articles of incorporation 103 100 (97.1%) 3 (2.9%) 0 0 Other proposals 2 1 (50.0%) 1 (50.0%) 0 0 Total No. Carte Nature of Resolution of Supported Opposed Abstained Blanche Resolutions Shareholder resolutions 8 1 (12.5%) 7 (87.5%) 0 0 Resolutions Concerning Company Organs Appointment and dismissal of directors *1・5 0 0 - 0 - 0 0 Appointment and dismissal of auditors *1 0 0 - 0 - 0 0 Appointment and dismissal of accounting auditors 0 0 - 0 - 0 0 Resolutions Concerning Remuneration of Officers Executive compensation *2・6 0 0 - 0 - 0 0 Payment of retirement benefits 0 0 - 0 - 0 0 Resolutions Concerning Capital Policy Appropriation of retained earnings 2 0 (0.0%) 2 (100.0%) 0 0 Matters related to restructuring *3 0 0 - 0 - 0 0 Introduction, renewal, or abolition of takeover defense measures 0 0 - 0 - 0 0 Other capital policy proposals *4 0 0 - 0 - 0 0 Partial amendment of the articles of incorporation 5 1 (20.0%) 4 (80.0%) 0 0 Other proposals 1 0 (0.0%) 1 (100.0%) 0 0 *1 Vote is implemented by candidate *2 Amendment of director compensation, issuance of stock options, introduction/revision of performance-linked stock compensation system, and bonuses for officers. *3 Mergers, business hand-overs/take-overs, share exchanges, share transfers, and company splits, etc. *4 Acquisition of treasury stock, decrease in statutory reserves, increases in capital by third party allotment, capital decrease, reverse stock split, class share issuance, etc. *5 Includes audit committee *6 Includes disclosure of director compensation 1 Sumitomo Mitsui DS Asset Management From the perspective of responding to concerns about conflicts of interests, (i) in its exercise of voting rights on all proposals of its major shareholders including Sumitomo Mitsui Financial Group, Daiwa Securities Group, and MS&AD Insurance Group Holdings, SMDAM will vote in favor of resolutions only when recommendations of external advisory bodies and SMDAM standards indicate both in favor; and (ii) as a general rule, for resolutions regarding the appointment of directors and auditors who were either employees/officers of SMDAM or CEOs/Representative Directors of SMDAMʼs major shareholders, SMDAM will vote in favor of those resolutions only when recommendations of external advisory bodies and SMDAM standards indicate both in favor. The number of resolutions for which voting rights were exercised at shareholder general meetings held from January to March 2021 was 3,271 for company-proposed resolutions and 8 for shareholder-proposed resolutions. With regard to the types of resolutions, “Appointment or dismissal of directors” was the largest in number at 2,471, followed by “Appropriation of retained earnings” at 231, “Appointment and dismissal of auditors” at 219, “Executive compensation” at 160, and “Partial amendment of the articles of incorporation” at 103. In light of “Criteria for Determining the Exercise of Voting Rights” and “Current Policy for Exercising Voting Rights in Japan Based on the Impact of the New Coronavirus”, resulted in a 20.2% objection rate regarding company-proposed resolutions. The breakdown of this o SMDAM judged all resolutions, the objection rate of which resulted in 20.2% for company-proposed resolutions. With regard to the types of resolutions, the objection rate was 21.4% for “Appointment or dismissal of directors,” 4.8% for “Appropriation of retained earnings,” 24.7% for “Appointment or dismissal of auditors,” 23.8% for “Executive compensation,” and 2.9% for “Partial amendment of the articles of incorporation.” 2 Sumitomo Mitsui DS Asset Management 【 J-REITs 】 Results of Exercise of Proxy Voting Rights (January - March, 2021) Total No. Carte Nature of Resolution of Supported Opposed Abstained Blanche Resolutions Management Resolutions 23 11 (47.8%) 12 (52.2%) 0 0 Changes to the articles of incorporation 3 2 (66.7%) 1 (33.3%) 0 0 Appointment and dismissal of executive officers 9 1 (11.1%) 8 (88.9%) 0 0 Appointment and dismissal of supervisory officers 11 8 (72.7%) 3 (27.3%) 0 0 Appointment and dismissal of accounting auditors 0 0 - 0 - 0 0 Other proposals 0 0 - 0 - 0 0 Total No. Carte Nature of Resolution of Supported Opposed Abstained Blanche Resolutions Unitholder Resolutions 0 0 - 0 - 0 0 Changes to the articles of incorporation 0 0 - 0 - 0 0 Appointment and dismissal of executive officers 0 0 - 0 - 0 0 Appointment and dismissal of supervisory officers 0 0 - 0 - 0 0 Appointment and dismissal of accounting auditors 0 0 - 0 - 0 0 Other proposals 0 0 - 0 - 0 0 The number of resolutions for which voting rights were exercised at general investorsʼ meetings held from January to March 2021 was 23 for corporation-proposed resolutions and 0 for unitholder-proposed resolutions. With regard to the types of resolutions, “ Appointment or dismissal of supervisory officers” was the largest in number at 11, followed by “Appointment or dismissal of executive officers” at 9, and “Changes to the articles of incorporation” at 3. In light of “Criteria for Determining the Exercise of Voting Rights” SMDAM judged all resolutions, the objection rate of which resulted in 52.2% for corporation-proposed resolutions. With regard to the types of resolutions, the objection rate was 27.3% for “Appointment or dismissal of supervisory officers,” 88.9% for “Appointment or dismissal of executive officers,” and 33.3% for “Changes to the articles of incorporation.” SMDAM discloses the reasons for its objection to each resolution of both investee companies (domestic stocks) and investment corporations (J-REITS), or the main reasons in cases where there are multiple reasons for objection. SMDAM judges “approval” or “objection” based on its “Criteria for Determining the Exercise of Voting Rights”. SMDAM formulates and discloses “Criteria for Determining the Exercise of Voting Rights” to eliminate arbitrariness as much as possible and to realize appropriate corporate governance. SMDAM will continually review these standards in response to changes in the external environment or engagements with investee companies/investment corporations, etc., and will strengthen its efforts to increase corporate value through the exercise of voting rights and active dialogue with investee companies/investment corporations. 3 Sumitomo Mitsui DS Asset Management （The following shows the results of exercising voting rights for each resolution of investee companies/investment corporations） 4 Sumitomo Mitsui DS Asset Management Proxy Voting Results (January - March, 2021) Annual/ Management Proposal Main reason/Notes Code/Ticker Company Special/ Meeting Date # For/Against Proposal /Shareholder Proposal (View points of "For" or "Against", etc) REIT 1413 Hinokiya Group Co.,Ltd. Annual 20210326 1 Management Proposal For Appropriation of retained earnings 1413 Hinokiya Group Co.,Ltd. Annual 20210326 2-1 Management Proposal Against Appointment and dismissal of directors Corporate Governance 1413 Hinokiya Group Co.,Ltd. Annual 20210326 2-2 Management Proposal For Appointment and dismissal of directors 1413 Hinokiya Group Co.,Ltd. Annual 20210326 2-3 Management Proposal For Appointment and dismissal of directors 1413 Hinokiya Group Co.,Ltd. Annual 20210326 2-4 Management Proposal For Appointment and dismissal of directors 1413 Hinokiya Group Co.,Ltd. Annual 20210326 2-5 Management Proposal For Appointment and dismissal of directors 1413 Hinokiya Group Co.,Ltd. Annual 20210326 2-6 Management Proposal For Appointment and dismissal of directors 1413 Hinokiya Group Co.,Ltd. Annual 20210326 2-7 Management Proposal Against Appointment and dismissal of directors Corporate Governance 1413 Hinokiya Group Co.,Ltd. Annual 20210326 2-8 Management Proposal For Appointment and dismissal of directors 1413 Hinokiya Group Co.,Ltd. Annual 20210326 3-1 Management Proposal For Appointment and dismissal of auditors 1413 Hinokiya Group Co.,Ltd. Annual 20210326 4 Management Proposal For Payment of retirement benefits 1413 Hinokiya Group Co.,Ltd. Annual 20210326 5-1 Management Proposal For Appointment and dismissal of accounting auditors 1429 Nippon Aqua Co.,Ltd. Annual 20210325 1 Management Proposal For Appropriation of retained earnings 1429 Nippon Aqua Co.,Ltd. Annual 20210325 2-1 Management Proposal For Appointment and dismissal of directors 1429 Nippon Aqua Co.,Ltd. Annual 20210325 2-2 Management Proposal For Appointment and dismissal of directors 1429 Nippon Aqua Co.,Ltd. Annual 20210325 2-3 Management Proposal For Appointment and dismissal of directors 1429 Nippon Aqua Co.,Ltd. Annual 20210325 2-4 Management Proposal For Appointment and dismissal of directors 1429 Nippon Aqua Co.,Ltd.