Proxy voting report

Quarter 2 2021

Total For Against Abstain April 67 29 30 14 May 136 84 40 23 June 68 37 24 10

Total may not always sum due to multiple votes at meetings.

April Votes against

Company Details Rio Tinto Plc Approve the Remuneration Report for UK Law Purposes Our major concern centred on the decision to treat the departing executives (who left in response to the Juukan Gorge Rock Shelters destruction, as good leavers. The Company argued that, whilst fully recognising the gravity of destruction, it was mindful that the individuals did not deliberately cause the events, did not do anything unlawful, or engage in fraudulent or dishonest behaviour. Whilst there may have been legal ramifications should they have been treated as bad leavers, the destruction of the rock shelters has done serious reputational damage to the company. It is questionable whether it was appropriate for good leaver status to be granted. Accordingly, we voted against.

Approve the Remuneration Report for Australian Law Purposes As above.

Piaggio & C SpA Approve the Remuneration Policy Our concern centred on the provision enabling the company to pay discretionary bonuses to reflect transactions or outstanding performance. Variable remuneration should be structured in such a way that only outstanding performance is rewarded at the top end, without the need for additional remuneration. The levels of performance target disclosure is also poor.

Approve the Second Section of the Remuneration Report Further to our concerns regarding insufficient disclosures, as last year, the CEO received a maximum bonus for 2020. This was paid, despite a reduction in revenue (the previous four years had experienced year on year growth), and similarly a fall in EBITDA (again following four years of growth). The performance target range has not been disclosed. However, given that the targets would have been set pre-pandemic, the target range did not appear challenging. As a result there was a disconnect between pay and performance.

Appoint Directors – Against/For Under the voto di lista system, various slates of directors are proposed, for which shareholders may only vote for one. We voted in favour of Slate 3 which had been submitted by institutional investors and was best positioned to represent our views. We voted against the other two slates

Appoint Internal Statutory Auditors – Against/For Proxy voting report Quarter 2 2021

Under the voto di lista system, various slates of internal auditors are proposed, for which shareholders may only vote for one. We voted in favour of Slate 3 which had been submitted by institutional investors and was best positioned to represent our views. We voted against the other two slates.

Authorise Share Repurchase Program and Reissuance of Repurchased Shares The Company was seeking an authority to purchase back up to 20% of the issued share capital. We are generally comfortable with amounts up to 10%, and look closely at authorities above this level. Whilst 20% is in accordance with the maximum permitted under Italian Law, it exceeds amounts that investors normally tolerate, since dividends or greater levels of investment are often the preferred use of excess capital. The concern is exacerbated given the current economic environment.

Deliberations on Possible Legal Action Against Shareholders if Presented by Shareholders As no specific proposal on legal actions had been made at the time of voting, it was not possible to assess the content of such deliberation.

Covivio SA Approve Remuneration Policy of CEO and the Vice CEOs Our concern centres on the vesting schedule attached to the LTIP which allows for significant levels of vesting for below average performance. This does not promote outstanding performance. We voted against the policy which formulises the structure.

Approve Compensation of Christophe Kullman, CEO, Olivier Esteve, Vice CEO and Dominique Ozanne, Vice CEO We voted against the compensation paid to executive directors in respect of 2020. The LTIP grant was not reduced to reflect the significant fall in share price. This can lead to unjustified windfall gains. Our concern is exacerbated given the less than challenging performance targets attached - significant levels of vesting for below average performance.

MTU Aero Engines AG Elect Rainer Martens to the Supervisory Board Of the six Board members, the Chairman has been on the Board for 14 years. Two others, Juergen Geissinger and Joachim Rauhut, have been on the Board for 15 years and 11 years respectively. We did not regard either to be independent on grounds of tenure. However, neither were standing for re-election. The only board member standing for election this year was Rainer Martens. He has been appointed to the Board over the past year, and was until 2018, the Chief Operations Officer of the Company. As a former executive, and in the absence of a sufficient gap between leaving the company, we did not consider him to be independent. Given the lack of sufficient independence on the Board prior to his appointment, the election of Rainer Martens further exacerbated our concern.

Basic-Fit NV Approve the Remuneration Report Our concern centred on the treatment of outstanding and future LTIP awards. In response to covid, any outstanding or future awards containing 2020 and/or 2021 performance years will be excluded when determining whether the required targets have been met. Whilst we understand the effect covid has had on the company, both over the past year and the long-term implications, shortening performance periods by removing financially poor years does not align the interests of participants with those of shareholders, or the wider stakeholder community. We voted against the report which highlighted changes to inflight awards. Proxy voting report Quarter 2 2021

Approve Revised Remuneration Policy for Management Board Members Our concern centred on the treatment of outstanding and future LTIP awards. In response to covid, any outstanding or future awards containing 2020 and/or 2021 performance years will be excluded when determining whether the required targets have been met. Whilst we understand the effect covid has had on the company, both over the past year and the long-term implications, shortening performance periods by removing financially poor years does not align the interests of participants with those of shareholders, or the wider stakeholder community. We voted against the amended policy which formalised the changes.

Reelect Hans Willemse to Supervisory Board The three man Audit Committee included Hans Willemse, who is a shareholder representative of AM Holding BV, an entity controlled by Rene Moos which controls over 15% of the outstanding shares. As such he cannot be considered to be independent, and accordingly should not be a member of the Audit Committee. Since an opportunity to vote on his election is only provided every three years, we voted against his re-election.

Grant Board Authority to Issue Additional Shares up to 10% of the Issued Capita The Company was seeking two separate general use authorities to allot shares on a pre- emptive basis and then to disapply those pre-emption rights. In aggregate, the amount being sought represents 20% of the issued share capital. This exceeds the amount that we normally tolerate for overseas companies as it is too dilutive to our interests. We voted in favour of one (up to 10%) and against the other (for the further 10%).

Authorise Board to exclude Preemption Rights from Share Issuances The Company was seeking two separate general use authorities to allot shares on a pre- emptive basis and then to disapply those pre-emption rights. In aggregate, the amount being sought represents 20% of the issued share capital. This exceeds the amount that we normally tolerate for overseas companies as it is too dilutive to our interests. We voted in favour of one (up to 10%) and against the other (for the further 10%).

CLS Holdings Plc Re-elect Anna Seeley as Director We have consistently voted against Anna Seeley's election for a number of years. Whilst the Board composition has improved in recent years it remains below market practice. Given that she is not independent (the daughter of the founder) and we question the contribution she makes, we voted against her re-election.

Eurofins Scientific SE Approve the Remuneration Report Our primary concern centred on disclosure. No detail of required performance, or actual performance achieved had been provided. We were therefore unable to ascertain whether targets were challenging and satisfy ourselves that there was a link between pay and performance. Furthermore, no detail of grants made during the year has been provided. Furthermore, the LTI provides for three types of award, one of which does not require the achievement of pre-determined performance targets upon vesting.

Increase the Authorised Share Capital and Amend the Articles of Association Approval was sought to increase the authorised share capital from EUR 2,500,000 to EUR 3,500,000. However, it is proposed that the entire increased authority be available for issue (for a period of five years) on a non pre-emptive basis. This would significantly exceed the amount that we tolerate for overseas company, and would be potentially too dilutive to our interests. Proxy voting report Quarter 2 2021

Approve the Creation of Class C Beneficiary Units and Amend the Articles of Association The Company had circa 64.5 million Class A Shares, and 63.5 million B Loyalty Shares. It was proposed to create Class C shares that may be allocated to any holder of a fully paid up share. To be eligible to receive class C Shares, holders of fully paid up shares must have held for two years. The holding of the various classes of shares can be cumulated therefore deviating from the one-share, one vote principle. Given that additional rights would be disproportionate to initial capital outlay, we voted against the creation.

RELX Plc Approve the Remuneration Report Our concern centred on the operation of the annual bonus plan in 2020, and in particular the discretion exercised by the Remuneration Committee in response to covid. Given the likely affect upon the events business, it was decided to exclude this from the calculation of group financials for the year. As a consequence, a bonus was paid equal to approximately 70% of the maximum available. Had the business not been excluded, no bonus would have become payable. Such an approach did not align with the wider stakeholder experience.

Amplifon SpA Appoint Internal Statutory Auditors – Against/For Under the voto di lista system, various slates of internal auditors are proposed, for which shareholders may only vote for one. We voted in favour of Slate 2 which had been submitted by institutional investors and was best positioned to represent our views. We voted against the other slate which was submitted by Ampliter Srl, a 42% shareholder.

Approve the Remuneration Policy Our main issue concerns the ongoing provision for the payment of discretionary bonuses in addition to the normal bonus plan.

Approve the Second Section of the Remuneration Report Discretion had been used (in respect of the period under review) and an additional bonus equal to EUR 2 million paid to the CEO. This was to reflect the increase in shareholder value between 2017 and 2019. We strongly oppose such payments since a well structured remuneration package should adequately incentivise and reward individuals. Other areas, including a lack of sufficient disclosure of performance targets attached to the normal bonus and the LTIP, also cause concern.

Authorise Share Repurchase Program and Reissuance of Repurchased Shares The Company was seeking an authority to purchase back up to 20% of the issued share capital. Whilst 20% is in accordance with the maximum permitted under Italian Law, it exceeded amounts that investors normally tolerate, since dividends or greater levels of investment are often the preferred use of excess capital.

UOL Group Limited Approve the Grant of Options and Issuance of Shares Under the UOL 2012 Share Option Scheme The Company was seeking shareholder approval on an annual basis for the following year’s share option grant. However, the Company had not disclosed the performance targets (if any) that govern exercise, and provides no information regarding vesting periods. Given this lack of sufficient information, we voted against.

Approve the Issuance of Equity or Equity-Linked Securities with or without Preemptive Rights The Company was seeking an authority to allot up to 20% of its issued share capital on a non pre-emptive basis. This exceeded the amount that we normally tolerate for overseas Proxy voting report Quarter 2 2021

companies as it is too dilutive to our interests. Our concern is exacerbated since the shares currently trade at a significant discount to NAV, and no assurance of any issuance price (relative to NAV) had been provided.

Atlas Copco AB Reelect Staffan Bohman as Director Staffan Bohman is a member of the four person Audit Committee. Having served the Board for 18 years, we do not consider him to be independent and accordingly should not be a member of a committee which should be fully independent.

Reelect Johan Forssell as Director Johan Forsell was not independent by virtue of being a shareholder representative of Investor AB. He was also a member of the Audit Committee which should be entirely independent. Investor AB had three representatives on the Board which was disproportionate to their shareholding.

Reelect Hans Straaberg as Director Hans Straaberg was not independent by virtue of being a shareholder representative of Investor AB. He was also a member of the Audit Committee which should be entirely independent. Investor AB had three representatives on the Board which was disproportionate to their shareholding.

Reelect Hans Straaberg as Board Chairman As above.

Approve the Remuneration Report Our concern centred on the discretionary bonus paid to the CEO in recognition of his efforts during the year. This as inappropriate since the company had received government funding to pay employee salaries. A significant salary increase had also been implemented. The decisions made by the Remuneration Committee did not reflect the wider stakeholder experience.

Wihlborgs Fastigheter AB Re-elect Helen Olausson as Director Our concern centred on the composition of the Audit Committee which included Helen Olausson who had been on the Board for 14 years. We would therefore question her independence particularly since her entire tenure has overlapped with the Executive Chairman. Having previously abstained on her election, we voted against this year.

Re-elect Johan Qviberg as Director Our concern centred on the composition of the Audit Committee which included Johan Qvlberg who had been on the Board for 17 years. We would therefore question his independence particularly since his entire tenure has overlapped with the Executive Chairman. Having previously abstained on his election, we voted against this year.

British American Tobacco Approve the Remuneration Report Plc We have long been concerned at the extremely high bonus payments that are consistently paid under the annual bonus plan. Despite these payments, TSR continues to lag both the tobacco sector and the wider market. There appears a disconnect between pay and performance. We were also concerned at the benefits package for the CEO which stands out amongst his peers.

Re-elect Dimitri Panayotopoulos as Director Proxy voting report Quarter 2 2021

As Chairman of the Remuneration Committee, he had been aware of our concerns for a number of years but failed to address them.

Epiroc AB Reelect Ronnie Leten as Director Our concern centres on the Chairman’s membership of the Audit Committee. Ronnie Leten previously served as President and CEO of Atlas Copco until 2017, from which Epiroc demerged in 2018. He is also one of two shareholder representatives on the Board of Investor AB which controls 17.12% of the company stock and 22.74% of the voting power. Since he was clearly not independent, we did not consider his membership of the Audit Committee to be appropriate – there was sufficient financial expertise and experience elsewhere on the committee.

FDM Group (Holdings) Plc Approve the Remuneration Report Our concern centred on the treatment of 2020 annual bonuses. The original targets were set in March and based upon the 2020 budget, which was set towards the end of 2019. At the end of the year, the Remuneration Committee exercised discretion and awarded executive directors bonuses which were in line with the average bonus paid to "bonusable" staff (70% of the maximum), despite not meeting the original targets. We are fundamentally opposed to companies paying bonuses when original targets are not met. Our concern here was exacerbated since executive directors are major shareholders. There were consequently no retention or motivational issues.

Intesa Sanpaulo SpA Approve the Second Section of the Remuneration Report Following the onset of covid, targets attached to the annual bonus plan were revised. Whilst the size of the bonus pool was reduced, executive directors have nevertheless received sizeable bonuses in a year in which had the targets not been changed, no bonus would have been paid. We are strongly opposed to changes to inflight arrangements.

Amend the POP Long-Term Incentive Plan Approval was sought to amend the LTIP, approved in 2018, under which call options vest based upon the achievement of performance targets measured between 2018 and 2021. Given the exceptional events of the past year, the Board did not consider it likely that the option would be in the money and was proposing to amend the plan by lowering the strike price from its current value to its pre-covid level of EUR 2.5455, and to delay by one year the 12 month period over which the exercise price is calculated. At the beginning of the covid pandemic, the European Central Bank requested that banks not pay dividends in respect of either 2019 or 2020. The Company considered that this had had a negative effect upon its share price and was making these amendments in an effort to neutralise this. Whilst we had some sympathy with the company’s situation, we are strongly opposed to amending grants retrospectively.

Royal Unibrew A/S Allow Shareholder Meetings to be held by Electronic Means Only Approval was sought for shareholder meetings to be held as virtual-only events. Whilst there are benefits to being able to attend meetings by electronic means, virtual-only meetings may hinder exchanges between management and shareholders.

Schneider Electric SE Approve Compensation of Jean-Pascal Tricoire, Chairman & CEO Our concern centred on the discretion exercised by the Remuneration Committee in respect of the operation of the annual bonus plan. Despite beating revised guidance which Proxy voting report Quarter 2 2021

was issued in July, the original targets set in February were not met. As a result, a bonus marginally below target was paid. Whilst we acknowledge that the company has performed well in challenging circumstances, we are strongly opposed to inflight changes.

Approve the Remuneration Policy of the Chairman & CEO We continue to be concerned at the operation of the LTIP, and in particular the way in which individual performance measures are treated. Under the TSR measures, outperformance can be offset against underperformance of other measures. This is not an approach we favour as all performance targets should be measured independently of each other.

Telenet Group Holding NV Approve the Remuneration Report and policy Our concern centred primarily on the structure of the annual bonus plan. Whilst the actual targets were not disclosed, the company stated that bonuses begin to accrue for achieving 10% of target. This is significantly below other companies resulting in a very real risk of reward for failure. The majority of LTI awards were not subject to performance thereby exacerbating our concerns.

Approve Change of Control Clause Re: Performance Shares, Share Options, and Restricted Share Plans Approval was sought for the change of control clause to be included within the various grants made under share plans in 2020. The Company was requesting that in the event of a takeover, all outstanding awards automatically vest. Given the absence of any performance targets governing the majority of awards, participants will immediately benefit from any takeover premium. This risks reward for failure.

Glencore Plc Approval of the Incentive Plan The Company was proposing to move away from a conventional LTIP to a Restricted Share Plan under which annual grants of shares with no requirement for the achievement of pre- determined performance targets would be made. We are generally against these plans, but may occasionally approve them should the discount (to reflect the increased expected value) be sufficient and if the company has made a compelling reason. In this case neither had been made. Indeed, the annual grant was being increased from 200% to 250% of salary.

Approval of the Remuneration Policy We voted against the policy since it formalised the incentive plan which we fundamentally opposed.

Hexagon AB Reelect Sofia Schorling Hogberg as Director The three person Audit Committee is chaired by the Company Chairman, Gun Nilsson, who is a shareholder representative of Melker Schorling which controls circa 23% of the shares and 44% of the voting power. Sofia Schorling Hogberg is also a shareholder representative of Meiker Schorling. Despite previously expressing our concern, the composition of the Audit Committee remains unchanged. Having a majority of the committee being shareholder representatives is a serious concern. We therefore voted against the two non- independent members, and Gun Nillson in his role as Company Chairman.

Reelect Gun Nilsson as Director The three person Audit Committee is chaired by the Company Chairman, Gun Nilsson, who is a shareholder representative of Melker Schorling which controls circa 23% of the shares and 44% of the voting power. Sofia Schorling Hogberg is also a shareholder representative Proxy voting report Quarter 2 2021

of Meiker Schorling. Despite previously expressing our concern, the composition of the Audit Committee remains unchanged. Having a majority of the committee being shareholder representatives is a serious concern. We therefore voted against the two non- independent members, and Gun Nillson in his role as Company Chairman.

Reelect Gun Nilsson as Board Chairman The three person Audit Committee is chaired by the Company Chairman, Gun Nilsson, who is a shareholder representative of Melker Schorling which controls circa 23% of the shares and 44% of the voting power. Sofia Schorling Hogberg is also a shareholder representative of Meiker Schorling. Despite previously expressing our concern, the composition of the Audit Committee remains unchanged. Having a majority of the committee being shareholder representatives is a serious concern. We therefore voted against the two non- independent members, and Gun Nillson in his role as Company Chairman.

Approve the Performance Share Plan for Key Employees Approval was sought for a PSP designed for the benefit of key employees, including executive directors. However, the company had failed to disclose any detail of required performance (or indeed if any was required), or target and maximum award levels. Without such key information, we were unable to support.

Synthomer Plc Re-elect Alex Catto as Director We have consistently voted against the election of Alex Catto for a number of years. He has been on the Board for 40 years, is clearly not independent (as acknowledged by the Company), and we struggle to see the benefit he brings. Whilst the shareholding he represents has been maintained at 2.04% over the past year, it is not of a sufficient size to justify an ongoing board position.

The Weir Group Plc Approve the Remuneration Report The Remuneration Committee had exercised discretion on the vesting of the 2018 restricted share award and reduced the award by 5%. Given that the dividend underpin had not been met (one of four underpins), we did not consider this reduction to be sufficient. Our concern was exacerbated since the company made a full grant in 2020 despite a significant fall in share price.

Approve the Remuneration Policy The policy new the restricted share scheme which we are fundamentally opposed to.

Re-Elect Clare Chapman as Director As chair of the remuneration committee, she has been aware of our concerns for a number of years, yet failed to address them. Having abstained on her re-election last year, we escalated our voting this time.

Zur Rose Group AG Transact Other Business (Voting) Since no information had been provided, we were unable to make a considered vote.

Votes abstained

Company Details Proxy voting report Quarter 2 2021

Koninklijke Ahold Delhaize Approve the Remuneration Report NV Our primary concern was the vesting schedule under the LTIP. 60% of the award vests for average/target levels of performance. This does not encourage outstanding performance. Our concern was exacerbated since disclosure of performance targets, both under the LTIP and the annual bonus pland, was poor. Since it was our first time voting, we abstained.

Eiffage SA Reelect Dominique Marcel as Director The Audit Committee comprised of four members, of whom two were standing for re- election this year. Of the two, Dominique Marcel had been on the Board for 12 years and therefore we did not consider him to be independent. Indeed, the company acknowledged that his independence has been compromised on the grounds of tenure. Given our preference for a fully independent committee, we abstained on his re-election (it was our first time voting).

Sthree Plc Re-elect Anne Fahy as Director Our concern centred on her previous role as Chair of the Audit Committee at Interserve Plc, which fell into administration in early 2019. Anne was appointed to the Board of Interserve in 2013 and chaired the Audit Committee for a number of years. Given her role as Audit Committee Chair at SThree and whilst the investigation into the financial statements (by the FRC) covering years 2015-2017 remained ongoing, we abstained on her re-election.

MRV Engenharia e In case there is any change to the Board slate composition, may your votes still be Participacoes SA counted for the proposed slate No changes have been proposed at the time of voting. We were therefore unable to support a request to approve unknown changes which could negatively affect the board composition.

Resolution 6 – which asks if cumulative voting is used would we like our votes to be cast equally and resolution 7.1-7.7 which is the allocation of our votes between the director nominations We have a strong belief in the principle of one share, one vote. We therefore would not want to participate in cumulative voting.

American Campus Advisory Vote to Ratify Named Executive Officers' Compensation Communities, Inc Since we last voted, there had been an improvement in the structure of compensation. However, whilst 50% of the Long-Term award vested dependent upon performance, it was measured over a one year period. The award is simply an extension of the annual bonus plan and does not promote sustained long-term performance.

Lancashire Holdings Ltd Approve the Remuneration Report Our primary concern centred on the structure of LTIP, the majority of which vested upon performance measured over three separate one year periods. This did not align with our long term interests. Furthermore, the targets simply replicated the exact targets under the annual bonus plan. Participants were therefore being rewarded for the same performance twice. Since it was our first time voting we abstained. Proxy voting report Quarter 2 2021

London Stock Exchange Approve the Remuneration Report Group Plc Whilst the EPS targets attached to this measure under the PSP have been strengthened reflecting the acquisition of Refinitiv, they remain significantly below market expectations. There is therefore risk of pay versus performance disconnect, and of of significant reward for failing to meet market expectations. The CEO has also received a 25% salary increase following the acquisition. We would expect an increase of this magnitude to be phased over a number of years and subject to the successful integration of the acquisition.

ASML Holding NV Approve the Remuneration Report We were concerned about both the vesting schedule of historic awards which rewarded underperformance, and the absence of sufficient information regarding performance targets governing the vesting of variable forms of remuneration. Without such information, we are unable to satisfy ourselves that there is an appropriate link between pay and performance.

Approve Amendments to the Remuneration Policy for Management Board Members The Company was seeking to increase the individual limit capping annual awards under LTIP. Whilst the increase was not significant, we were concerned with the vesting schedule which rewarded under performance. The proposed increase served only to exacerbate our concern.

Votes against & abstentions

Company Details Zurich Insurance Group AG Approve the Remuneration Report – Abstain Our primary concern centred on the vesting schedule attached to the Long-Term Incentive Plan. Vesting of awards was split equally between 3-year average ROE, cumulative cash remittance and relative TSR. Our particular concern related to the proportion of award that vests for achieving median levels of TSR relative performance (100% of target award), and performance at the third quartile (below median - 50% of target award). Whilst this was not an issue since the company had been performing well, it could lead to significant reward in periods of underperformance.

Transact Other Business – Against This is a resolution enabling voting on issues raised at the AGM. However, since there was no information provided at the time of voting, we were unable to support it.

Santos Limited Approve the Amendments to the Company's Constitution to Insert New Clause 32A – Against This was a requisitioned resolution under which the proponent was seeking to amend the Articles by inserting a new clause 32A which would allow shareholders to place resolutions for consideration on the agenda of a shareholder meeting if they relate to a material risk. Whilst the resolution had some merit, as structured the definition of “material risk” was too broad and may significantly increase the administrative burden of the Board. No guidance had been provided by the proponent detailing the threshold that was needed to trigger an issue of material relevance. The company has numerous engagement and consultation routes available to shareholders to express opinions. We voted against the proposal which was in line with management recommendations. Proxy voting report Quarter 2 2021

Approve Capital Protection – Abstain This was a requisitioned resolution under which the proponent was requesting that the company disclose information showing how it will facilitate the efficient managing down of oil and gas operations and assets. The Company had put forward reasons as to the current and future demand for its existing products and is well placed to pursue global demand for low-carbon gases. The Company was focused on its future as a clean fuels company producing zero-emissions LNG, hydrogen and other clean capture and storage. It had also been taking appropriate steps to keep the market and shareholders informed of its operations, projects and how the business is dealing with the impacts of climate change on product demand. Whilst we did not agree with the proponents request that the company provide annual reporting, we felt that the issue is important and the company should give it further thought. We therefore abstained.

Sika AG Reelect Christoph Tobler as Director – Against The three person committee includes Christoph Tobler who had been on the Board for 16 years and we therefore did not consider him to be independent. The appropriateness of his continued membership was further questioned since he was not considered to be a financial expert. Given that there is sufficient experience and financial expertise elsewhere on the committee, we voted against his re-election.

Appoint Justin Howell as Member of the Nomination and Compensation Committee – Abstain We also abstained on the re-election of Justin Howell. He Chairs the Remuneration Committee and has been aware of our concerns for some time yet failed to address them.

Approve the Remuneration Report – Against The structure of the LTIP continued to cause concern. Vesting of awards was split equally between ROCE and relative TSR, both of which were measured over a three year period. Under the TSR measure, 50% of the award vests for performance at the third quartile, 100% at the median, and 150% for achieving a top ranking. Having such a structure (rewarding underperformance) does not incentivize outstanding performance, and can result in a pay versus performance disconnect in future.

Transact Other Business – Against Since no information had been provided, we were unable to make a considered voting decision. We therefore voted against.

Teleperformance SE Approve Compensation of Daniel Julien, Chairman & CEO – Against Our primary concern centred on the decision to amend the performance targets attached to both the annual bonus and the 2020 annual LTIP grant in the light of the covid outbreak. As a result of reducing the targets, the annual bonus was paid in full in respect of 2020. This did not reflect the experience of all stakeholders, particularly a proportion of employees that were made redundant.

Approve Compensation of Olivier Rigaudy, Vice CEO – Against Our primary concern centred on the decision to amend the performance targets attached to both the annual bonus and the 2020 annual LTIP grant in the light of the covid outbreak. As a result of reducing the targets, the annual bonus was paid in full in respect of 2020. This did not reflect the experience of all stakeholders, particularly a proportion of employees that were made redundant.

Approve the Remuneration Policy of the Chairman & CEO – Against Proxy voting report Quarter 2 2021

Approval was sought for the approval of the remuneration policy for the two executive directors for the next year. Whilst there were no changes proposed to the existing policy, it was clear that the quantum available had not been matched by a sufficient stretch of required performance.

Approve the Remuneration Policy of the Vice CEO – Against Approval was sought for the approval of the remuneration policy for the two executive directors for the next year. Whilst there were no changes proposed to the existing policy, it was clear that the quantum available hads not been matched by a sufficient stretch of required performance.

Re-elect Alain Boulet as Director - Abstain Our concern centred on his membership of the Audit Committee. The Committee comprises of three Non-Executives, all of whom are deemed to be financially literate. However, Alain Boulet (Committee Chairman) had served the Board for 9 years, and therefore we considered that his independence had now been compromised. Whilst we have no objections to his continued board membership, we did not consider it appropriate for him to sit on the Audit Committee.

Re-elect Stephen Winningham as Director – Abstain Our concern centred on his membership of the Audit Committee. The Committee comprises of three Non-Executives, all of whom were deemed to be financially literate. However, Stephen Winningham had served the Board for 10 years, and therefore we considered that his independence had now been compromised. Whilst we had no objections to his continued board membership, we did not consider it appropriate for him to sit on the Audit Committee.

Hikma Pharmaceuticals Plc Re-elect Dr Pamela Kirby as Director - Abstain As Chair of the Remuneration Committee, she had been aware of our concerns regarding the structure of remuneration for a number of years, yet had failed to address them.

Approval of the Remuneration Report – Against Our concerns centres on the operation of the Executive Incentive Plan, which provides significant reward for performance measured over a one year period. Furthermore, threshold performance, which triggers 25% vesting, is consistently set below the previous year's outcome. There is potential for significant reward for relatively poor performance.

Umicore Approve the Remuneration Report – Against Our concern centres on the provision for the CEO to receive an annual option over 140,000 shares. Whilst the value of the grant fluctuates according to the prevailing market price, there is no requirement for subsequent performance targets to be met. Our opposition to this method of incentivization centres on the influence that external factors beyond the control of management can have on a company’s share price, thereby risking underserved reward.

Reelect Thomas Leysen as a Member of the Supervisory Board – Abstain We abstained on the Chairman of the Remuneration Committee. He had been aware of our concerns regarding remuneration for a number of years and had failed to address them.

Proxy voting report Quarter 2 2021

May Votes against

Company Details Planet Fitness, Inc Advisory Vote to Ratify Named Executive Officers' Compensation Our primary concern centred on the structure of Long-Term Incentives. Only 30% of the award was subject to pre-determined performance targets. To ensure that there is a reasonable link between pay and performance, we expect at least 50% of the award to be subject to fully disclosed performance targets measured over a period of three years. With regard to disclosure, vesting (of the performance related element) was dependent upon three year adjusted EBITDA and upon three year store sales. The actual targets, though, had not been disclosed so we were unable to assess their challenge. Given that the structure remains unchanged and there was a very real risk of significant remuneration in periods of underperformance, we voted against.

Atlantica Sustainable Authorise the Issue of Equity without Pre-emptive Rights (Additional Authority) Infrastructure Plc Approval was sought to allot up to 20% of the issued share capital on a non pre-emptive basis. The authorities were being sought under two separate resolutions – each seeking 10%. The Company was incorporated in the UK but listed on NASDAQ. When considering it as an overseas company, the amount being sought significantly exceeded the amount we consider to be acceptable. No specific purpose had been stated for the amount being sought, other than to generally provide additional flexibility to pursue strategic transactions and to finance growth with equity. Since the aggregate amount was considered to dilutive to our interests, we voted against the additional authority (for 10%).

Allianz SE Approve Discharge of the Supervisory Board for Fiscal Year 2020 The five person committee included the Chairman, Michael Diekmann, who was formerly the Chief Executive, and two employee representatives. In addition to being a member of the audit committee, it should also be noted that Michael Diekmann chaired all the other three key sub-committees (remuneration, nomination and governance). Since none of the directors were standing for re-election this year, as last year, we voted against the discharge for the supervisory board.

Barclays Plc Approve Market Forces Requisitioned Resolution Filed by a group of retail shareholders coordinated by Market Forces, an Australian non- governmental campaign group, requesting the Company to set short, medium and long- term targets and to phase out the provision of financial services to fossil fuel projects and companies, following a timeline aligned with the Paris Agreement. The shareholder resolution has been co-filed by a coalition of retail investors. The strategy seemed very clear, was measurable and will be reported on annually. Furthermore, they were using a transparent methodology to enable shareholders as well as other stakeholders to monitor the progress. Consequently, it was not appropriate to support a shareholder resolution to change a strategy that has only just been introduced, furthermore, the company has already committed to clear disclosure surrounding their strategy.

First Industrial Realty Trust, Elect Director John Rau Inc We last reviewed the governance of the Company in 2018, and raised concerns regarding the composition of the Audit Committee and, in particular, the membership of John Rau. He had served 23 years and was not deemed to be financially qualified. Given our Proxy voting report Quarter 2 2021

preference for the committee to be entirely independent, we abstained on his re-election. Upon review this year, John Rau continued to be a member having now served 26 years. We voted against his re-election since there was sufficient experience and skill sets elsewhere on the committee.

BAE Systems Plc Approve the Remuneration Report Whilst making progress last year, the Company reverted in 2020 to setting a range for the EPS measure under the annual bonus plan which was less than the outcome of the previous year. Bonus pay-outs, as a result, continue to be extremely high which is in stark contrast to long-term shareholder returns. Of further concern was the vesting of the CEO's LTIP award. For retention purposes, the award, which was due to vest at approximately 35% was allowed to vest in full, subject to continued employment until 2023. We do not believe in retention payments since rarely achieve their purpose and can simply be bought out by the new employer.

Lonza Group AG Transact Other Business Since no information had been provided at this time, we were unable to make a considered vote.

Rio Tinto Limited Approve the Remuneration Report for UK Law Purposes Our major concern centred on the decision to treat the departing executives (who left in response to the Juukan Gorge Rock Shelters destruction, as good leavers. The Company argued that, whilst fully recognising the gravity of destruction, it was mindful that the individuals did not deliberately cause the events, did not do anything unlawful, or engage in fraudulent or dishonest behaviour. Whilst there may have been legal ramifications should they have been treated as bad leavers, the destruction of the rock shelters has done serious reputational damage to the company. It is questionable whether it was appropriate for good leaver status to be granted. Accordingly, we voted against.

Approve the Remuneration Report for Australian Law Purposes Our major concern centred on the decision to treat the departing executives (who left in response to the Juukan Gorge Rock Shelters destruction, as good leavers. The Company argued that, whilst fully recognising the gravity of destruction, it was mindful that the individuals did not deliberately cause the events, did not do anything unlawful, or engage in fraudulent or dishonest behaviour. Whilst there may have been legal ramifications should they have been treated as bad leavers, the destruction of the rock shelters has done serious reputational damage to the company. It is questionable whether it was appropriate for good leaver status to be granted. Accordingly, we voted against.

ANTA Sports Products Authorise Reissuance of Repurchased Shares Limited The Company was seeking to reissue repurchased shares for an amount up to 10% of the issued share capital. This amount was in addition to the general authority to allot shares on a non pre-emptive basis. The aggregated amount was excessive and could potentially be too dilutive to our interests.

Teradyne, Inc Elect Director Edwin Gillis Despite previously expressing our concerns to the company, Edwin Gillis and Paul Tufano continue to be members of the Audit Committee. Having served 15 years and 16 years respectively, we do not consider them to be independent on grounds of tenure. Given our Proxy voting report Quarter 2 2021

strong preference for the committee to be entirely independent, we voted against their re-elections.

Elect Director Paul Tufano Despite previously expressing our concerns to the company, Edwin Gillis and Paul Tufano continue to be members of the Audit Committee. Having served 15 years and 16 years respectively, we do not consider them to be independent on grounds of tenure. Given our strong preference for the committee to be entirely independent, we voted against their re-elections.

Astrazeneca Plc Approve the Remuneration Policy We voted against the policy since it facilitated the increased PSP awards. The annual bonus potential was also being increased, but within the already approved maximum.

Amend the Performance Share Plan The Company was seeking approval to increase the annual grant size from 550% to 650% of salary. We did not consider this to be appropriate since the cap had only recently been increased, and as currently positioned was well aligned with GSK.

Ascential Plc Approve the Remuneration Policy The Company was proposing to replace its conventional LTIP with a one-off grant of ten times salary for the CEO, and 8.75 times for the FD. 60% of the grant was not subject to performance, with initial vesting starting immediately. The plan breached established best practice on a number of fronts.

Approve the Ten-Year Equity Plan We voted against the policy since it facilitates the operation of the Ten-Year Equity Plan.

Rentokil Initial Plc Approve the Remuneration Policy We voted against the policy since it facilitated the increased grant levels under the PSP.

Amend the Performance Share Plan Approval was sought to increase the anual grant size from 250% to 375% of salary. Whilst the company has been a good performer and the management team is well respected, we did not consider it an appropriate time to be significantly increasing variable pay. The proposed increase follows several years of remuneration creep.

St. James’s Place Plc Approve the Remuneration Report We continue to be concerned at the EPS targets attached to the LTIP which are not reflective of external broker forecasts. There is a significant risk of reward for perceive poor performance in future. Proxy voting report Quarter 2 2021

Royal Dutch Shell Plc Approve the Shell Energy Transition Plan - Against Shell had voluntarily committed to put forward an advisory vote on their climate transition strategy. The Company will offer shareholders an advisory vote on their energy transition strategy on a triennial basis, as well as an annual advisory vote thereafter on progress in executing the strategy. Whilst welcoming the decision by Shell to submit its transition plan, we voted against since absolute targets had not been provided, and there was a reliance on nature-based solutions and CCS.

Request Shell to Set and Publish Targets for Greenhouse Gas (GHG) Emissions – For This was a requisitioned resolution (by Follow This) requesting Shell to set and publish GHG emission targets that are consistent with the goal of the Paris Climate Agreement (to limit global warming to well below 2°C above pre-industrial levels and to pursue efforts to limit the temperature increase to 1.5°C). The quantitative targets should cover the short, medium, and long term greenhouse gas emissions of the Company’s operations and the use of its energy products (Scope 1, 2 and 3). The Company should report on the strategy and underlying policies for reaching these targets and on the progress made, at least on an annual basis. We voted in favour (against management recommendations) and requested that the company detail where it is not Paris-Aligned in its climate strategy.

BOKU, Inc Approval of the Remuneration Report Our concern centred on the PSP awards granted to Executive Directors during 2020. These were granted in two tranches, with a total value equal to approximately 130% of salary and 120% of salary for the CEO and FD respectively. However, only 50% of the award was subject to the achievement of pre-determined performance targets (adjusted EBITDA). It was proposed that the 2021 grant be made on similar terms. The absence of performance targets determining vesting is a fundamental breach of established best practice, and does not align with a well-structured remuneration package designed to deliver shareholder value.

Burlington Stores, Inc Report on Pay Disparity This was a requisitioned resolution requesting that consideration of salary ranges of all employee classification be considered when setting target CEO compensation. However, it was unclear how a report would provide any meaningful information beyond what is currently provided within its compensation report. We voted against with management recommendations.

Nexity SA Approve Compensation of Julien Carmona, Vice-CEO In response to Covid, the Company had amended the 2020 annual bonus targets. As a result, the bonus paid out at 71% of max, despite failing to meet the previous year's performance. We strongly oppose changes to inflight awards.

Gentherm, Inc Advisory Vote to Ratify Named Executive Officers' Compensation We opposed the amendments made mid-year to the annual bonus in response to Covid. Proxy voting report Quarter 2 2021

Kilroy Realty Corporation Elect Director Edward Brennan Edward Brennan had been on the Board for 17 years. We consider this length of tenure compromises his independence, and accordingly he should not be a member of a committee which should be entirely independent. There are several other fully independent Non-Executives who could be appointed to the committee in his place. As last year, we voted against his re-election.

Elect Director Scott Ingraham Scott Ingraham had been on the Board for 13 years. We consider this length of tenure compromises his independence, and accordingly he should not be a member of a committee which should be entirely independent. There are several other fully independent Non-Executives who could be appointed to the committee in his place. As last year, we voted against his re-election.

Advisory Vote to Ratify Named Executive Officers' Compensation Whilst making improvements to certain aspect of NEO service agreements, the Company had failed to address the severance payment (US$36 million) which could be paid to the CEO. This is deemed to be too excessive and is equal to over 900% of salary and target bonus.

Republic Services, Inc Report on Integrating ESG Metrics into Executive Compensation Program This was a requisitioned resolution requesting that the Board consider incorporating ESG metrics into its compensation programs. We voted against the proposal (in line with management recommendations) since the company currently manages its ESG risks well, has good disclosures and had set measurable targets.

Times China Holdings Approve the Issuance of Equity or Equity-Linked Securities without Premptive Rights Limited The Company was seeking an authority to purchase back up to 20% of its issued share capital on a non pre-emptive basis. A further 10% was sought in relation to the issue of repurchased shares. This significantly exceeded the amount that we normally tolerate for overseas companies as it is too dilutive to our interests. Our concern was exacerbated since a maximum discount (to the prevailing market price) at which shares would be issued has not been disclosed.

Authorise the Reissuance of Repurchased Shares The Company was seeking an authority to purchase back up to 20% of its issued share capital on a non pre-emptive basis. A further 10% was sought in relation to the issue of repurchased shares. This significantly exceeded the amount that we normally tolerate for overseas companies as it is too dilutive to our interests. Our concern was exacerbated since a maximum discount (to the prevailing market price) at which shares would be issued has not been disclosed.

Shandong Weigao Group Approve the Issuance of Equity or Equity-Linked Securities without Preemptive Rights Medical Polymer Company for H Shares Limited As in previous years, the Company was seeking an issuance request to allot up to 20% of the issued share capital on a non pre-emptive basis. This exceeded the 10% limit that we tolerate for overseas companies. Our concern was exacerbated since the Company did not provide a maximum discount to the market price at which shares may be issued. Given the potential dilution, and consistent with previous years, we voted against. Proxy voting report Quarter 2 2021

A-Living Smart City Services Approve the Issuance of Equity or Equity-Linked Securities without Preemptive Rights Co Ltd for Domestic Shares/Unlisted Foreign Shares/H Shares As in previous years, the Company was seeking an authority to allot up to 20% of its H Shares on a non pre-emptive basis. This exceeded the 10% limit that we consider to be acceptable for overseas companies and is potentially too dilutive to our interests. Our concern was exacerbated since there was no stated maximum discount to the prevailing market price that the shares may be issued at.

Perficient, Inc Elect Director Ralph Derrickson The three-person committee included Ralph Derrickson who had served the Board for 16 years. We did not consider him to be independent based on tenure, and should not, therefore, be a member of a committee which should be entirely independent.

Elect Director David Lundeen The three person committee included David Lundeen who had served the Board for 23 years. We did not consider him to be independent based on tenure, and should not, therefore, be a member of a committee which should be entirely independent.

Advisory Vote to Ratify Named Executive Officers' Compensation Grants of long-term incentive awards continue to vest entirely based upon tenure alone with vesting in equal tranches starting on the first anniversary. As a minimum, we expect at least 50% of grants to be subject to challenging performance targets which are measured over three years. As currently structured, significant reward could be realised for factors outside of management control and could result in a pay versus performance disconnect.

Illumina, Inc Advisory Vote to Ratify Named Executive Officers' Compensation The Company had amended both the operation of the annual bonus plan and the EPS targets attached to all outstanding LTI awards. Given the deteriorating financials, a pay versus performance disconnect existed. Proxy voting report Quarter 2 2021

Hong Kong Ferry Holdings Elect Ho Hau Chong as Director Co Ltd Two Non-Executives were standing for re-election this year, and we did not consider either to be independent. Since the both sat on the Audit Committee which should be entirely independent, we voted against their re-election. The Board is in need of refreshment since all Directors have long tenures.

Elect Wu King Cheong as Director Two Non-Executives were standing for re-election this year, and we did not consider either to be independent. Since the both sat on the Audit Committee which should be entirely independent, we voted against their re-election. The Board is in need of refreshment since all Directors have long tenures.

Approve the Issuance of Equity or Equity-Linked Securities without Preemptive Rights Approval was sought to allot up to 20% of the issued share capital on a non pre-emptive basis. This exceeded the 10% limit that we tolerate for overseas companies. The Company had also failed to provide a maximum discount to the market price at which shares may be issued.

Authorise the Reissuance of Repurchased Shares In addition to the general 20% authority, the Company is also seeking a further authority to reissue shares (up to 10%) which had originally been purchased in the market. Our concern centred on the net effect of purchasing and reissuing shares and the resultant dilutive NAV effect.

STORE CAPITAL Corporation Advisory Vote to Ratify Named Executive Officers' Compensation The Company had made inflight changes to both the annual bonus plan and all outstanding LTI awards. As a result, the 2020 bonus was paid in full, and the 2018 LTI award vested near maximum levels. Had these changes not been made, no variable compensation would have been paid. Given deteriorating financials, there had been a clear disconnect between pay and performance.

HSBC Holdings Plc Find an Equitable Solution to the Unfair, Discriminatory but Legal Practice of Enforcing Clawback on Members of the Post 1974 Midland Section Defined Benefit Scheme This was raised for the third year in a row from former employees of the Midland bank who perceived that they had been treated unfairly by the practice of taking state deduction from pensions paid to the members of the post 1974 Midland Bank DB scheme. Whilst we had sympathy with the perceived unfairness - to remedy this now would also be unfair to retrospective pensioners and to the staff who are now on much less lucrative DC schemes. In addition, this was fairly normal practice at the time and was clearly disclosed. We have therefore voted against, once again.

Tongcheng-Elong Holdings Elect Jiang Hao as Director Limited The Board comprised of an Executive Chairman, Chief Executive, and seven Non- Executives. Of the Non-Executives, three weare shareholder representatives, and one, Jiang Hao, was until 2019 an Executive Director. There were only three independent Directors on a Board of nine. Whilst Hao Jlang did not sit on any of the key board sub- committees, his membership of the Board exacerbated its imbalance.

Approve the Issuance of Equity or Equity-Linked Securities without Preemptive Rights Approval was being sought to allot up to 20% of the issued share capital on a non pre- emptive basis. This exceeded the 10% limit that we tolerate for overseas companies. The Proxy voting report Quarter 2 2021

Company had also failed to provide a maximum discount to the market price at which shares may be issued.

Authorise the Reissuance of Repurchased Shares In addition to the general 20% authority, the Company was also seeking a further authority to reissue shares (up to 10%) which had originally been purchased in the market. Our concern centred on the net effect of purchasing and reissuing shares and the resultant dilutive NAV effect.

Votes abstained

Company Details Tomra Systems ASA Approve the Remuneration Policy and Other Terms of Employment for Executive Management The policy contained an unusual provision providing for uncapped extraordinary bonuses to be paid for the purposes of recruitment or for work over and above day to day duties. It also provided for discretionary payments to be made to long-serving managers upon resignation which may lead to excessive termination payments. Since this was the first time we had raised this as an issue, we abstained.

Alpha FX Group Plc Accept Financial Statements and Statutory Accounts We had concerns regarding significant salary increases that had been awarded to the CEO and the FD, and to the lack of clarity over the growth plans, which were effectively one-year plans. In the absence of submitting their remuneration report to a vote, we abstained on the accounts, being our only avenue to express concern.

Clarkson Plc Approve the Remuneration Report Our concern with the structure had always been the bonus plan, which was an uncapped arrangement and entirely dependent upon PBT. Whilst payments had never been “excessive” when considering the sector in which the company operates, the entry level for the bonus had always been set artificially low. We abstained since we acknowledged the very key role the CEO plays.

Unilever Plc A To approve the Remuneration Report & Policy - Abstain As had been the case for a number of years, we had reservations about the pensions and benefits being rolled into “fixed pay” and thus becoming the denominator for the variable pay calculations. While the amount is not exorbitant, this is still not in line with best practice and makes it difficult for us to ascertain whether the pensions of the executive are aligned with the general workforce. In recognition that they made improvements last year and the amounts are not enormous, we abstained.

To approve the climate transition action plan – For This was from the company itself and sets out a range of targets and actions designed to deliver an emissions reduction pathway consistent with the 1.5-degree ambition of the Paris Agreement. It covers emissions reductions, offsetting and the TCFD reporting. Each with short, medium and long term targets. We believe this was a sensible plan and supported the resolution. It was the company’s intention to submit this for shareholder approval every 3 years. Proxy voting report Quarter 2 2021

CTS Eventim AG & Co. KGaA Elect Philipp Westermeyer to the Supervisory Board The Company had provided no information or stated whether he was considered to be independent. In the absence of sufficinet information and given our ongoing concerns over the proportion of independence on the Board, we abstained on his election.

Cummins, Inc Elect Director William Miller- Abstain Of the seven members of the Audit Committee, two, William Miller and Georgia Nelson had particularly long board tenures, having served 32 years and 17 years respectively. Given our preference for a fully independent committee, and given it was the first time we had voted in a number of years, we abstained.

Elect Director Georgia Nelson – Abstain Of the seven members of the Audit Committee, two, William Miller and Georgia Nelson had particularly long board tenures, having served 32 years and 17 years respectively. Given our preference for a fully independent committee, and given it was the first time we had voted in a number of years, we abstained.

Abolish Professional Services Allowance – For This was a requisitioned resolution requesting that the current benefit providing estate planning be abolished. Whilst the benefit was relatively modest, it was not available to the wider employee population. Compensation for named executive officers is generous and is was considered that they could fund advice themselves. We voted in favour, which was against the board's recommendation.

Nemetschek SE Approve the Remuneration Policy Whilst overall levels of remuneration were not excessive, there were structures within the policy we were concerned at. In particular, the policy provided for the payment of guaranteed bonuses upon appointment.

SiteOne Landscape Supply, Advisory Vote to Ratify Named Executive Officers' Compensation Inc The balance of performance versus tenure awards has been slowly improving but remains below the threshold we consider to be acceptable. To reflect progress, we abstained rather than voted against.

Ultra Electronics Holdings Approve the Remuneration Report Plc We continue to be concerned at the challenge of the annual bonus which continually pays out at high levels, and in particular the practice of setting threshold performance significantly below the previous year's outcome. High bonus payments have not correlated with the shareholder experience. However, the management is relatively new and should not be penalised for poor performance from previous management. We abstained again and engaged with the company. Proxy voting report Quarter 2 2021

ANSYS, Inc Advisory Vote to Ratify Named Executive Officers' Compensation - Abstain Whilst approximately 50% of the LTI award is subject to performance, a significant majority of this was subject to targets measured over one year periods. This was simply an extension of the annual bonus plan and was not aligned with our long-term interests.

Adopt Simple Majority Vote – For This was a shareholder requisitioned resolution that sought approval to remove the requirement for a supermajority vote to amend the Company’s bylaws. Given that the removal enhances shareholder rights, we voted in favour (against management recommendations).

Gamma Communications Re-elect Wu Long Peng as Director Despite having served nine years on the Board, and the company acknowledging that he is not independent on the grounds that he is a shareholder representative, Wul Long Peng became a member of the Audit Committee in late 2020. Given our strong belief that such a vital committee be entirely independent, we abstained on his re-election and wrote to the company encouraging his removal from it.

Keywords Studios Plc Approve the Remuneration Report Our concern centred on the salary increases that had been awarded to Executive Directors following a benchmarking exercise. Whilst salary levels were relatively modest, given their magnitiude we would have expected the increase to be phased over a number of years subject to the market capitalisation being maintained.

Votes against & abstentions

Company Details Marten Transport, Ltd Elect Director Thomas Winkel - Abstain Despite continuous efforts, the composition of the Audit Committee remains unchanged. The four person Audit Committee includes Thomas Winkel, the Lead Director, who had served the Board for 27 years and whose tenure had overlapped with that of the CEO, Randolph Marten. Whilst he was considered to be a financial expert, there were two others on the Committee with similar skills. In the absence of being provided an opportunity to vote against his election, we abstained.

Other Business - Against Since no other business had been proposed at this time, we vote against.

Symrise AG Elect Bernd Hirsch to the Supervisory Board - Against Our concern centred on Bernd Hirsch, who chaired the audit committee. He was previously Finance Director of the Company between 2009 and 2015, whereupon he was appointed a Non-Executive. His independence had therefore been compromised. Given our preference that such a key committee be comprised entirely of independent Directors, and having abstained on his election last time he stood in 2018, we voted against.

Amend Articles Re: Online Participation; Absentee Vote; Virtual General Meeting - Against Proxy voting report Quarter 2 2021

It was proposed that the Articles be amended so that shareholder meetings are held as virtual only events until June 2024. There was no commitment that the company would return to a physical or hybrid format should more normal circumstances arise before 2024. Whilst there are benefits to being able to attend meetings by electronic means, virtual-only meetings may hinder exchanges between management and shareholders.

Approve the Remuneration Policy – Abstain This was the first time we have had the opportunity to approve the remuneration policy. Our major concern revolved around the operation of the LTIP. Vesting was entirely dependent upon relative TSR. However, the vesting schedule has been calibrated so that threshold is set at the 75th percentile (below median). This does not encourage outstanding performance, and instead, rewards underperformance. As with the annual bonus, the LTIP delivers rewards entirely in cash, thereby there is little alignment with the interest of shareholders - there are no shareholding guidelines. Since it was our first time voting on remuneration, we abstained

Allied Properties Real Elect Trustee James Griffiths – Abstain Estate Investment Trust The four person Audit Committee included James Griffiths who has served 14 years on the Board. Whilst we have no objection to his continued board membership, we do not consider his membership of the audit committee to be appropriate. In the absence of being provided an opportunity to vote against his re-election, we abstained.

Advisory Vote on Executive Compnesation Approach – Against Our concern centred on the structure of LTI awards. Awards are structured as share options (50%) and upon restricted units (50%), which subsequently vest in equal tranches over the following four years in the case of options, and three years for restricted shares. Whilst the company states that all vesting is dependent upon performance targets being attained, this is based upon past, not future performance. The plan is effectively an extension of the annual bonus plan, and does not align with our interests as long term investors.

Cubesmart Elect Director John Fain - Abstain As Chairman of the Compensation Committee, John Fain had been aware of our concerns for a number of years but had failed to address them.

Advisory Vote to Ratify Named Executive Officers' Compensation – Against Our primary concern centred on the balance of performance related LTIP awards versus awards that vest subject to tenure alone. To ensure that there is an appropriate link between pay and performance, we expect at least 50% of awards to be subject to challenging, fully disclosed targets. Despite raising the issue with the Company a number of times, the balance continues to be a problem. Less than 30% of the award granted during 2020 was subject to performance. Having such a modest amount linked to performance could result in significant reward for poor performance in future. We therefore voted against.

Nucor Corporation Elect Director Christopher Kearney - Abstain The six-person Audit Committee includes two Directors who have served the Board for 13 years. We therefore consider that their independence has been compromised. Given that neither is considered to be a financial expert, we questioned the appropriateness of their continued membership.

Elect Director John Walker - Abstain Proxy voting report Quarter 2 2021

The six-person Audit Committee includes two Directors who have served the Board for 13 years. We therefore consider that their independence has been compromised. Given that neither is considered to be a financial expert, we questioned the appropriateness of their continued membership.

Advisory Vote to Ratify Named Executive Officers' Compensation – Against We have voted against compensation for two years on the basis of severance agreements with NEOs, and subsequent compensation paid for amending their terms. Despite receiving a significant protest vote last year, the company has failed to address the issue.

State Street Corporation Elect Director Richard Sergel - Abstain The four person Audit Committee included Richard Sergel who had been a Board member for 22 years. Accordingly, we questioned the appropriateness of his continued membership of a committee which should be entirely independent. Since it was our first time voting, we abstained.

Report on Racial Equity Audit - Against This was a requisitioned resolution pursuant to which a proposal had been submitted urging the Company to oversee a racial equity audit which analyses any negative State Street impacts on non-white stakeholders and communities of colour. We voted against the proposal (in line with management recommendations) since the Company had stated that it currently provides information on its various efforts aimed at driving progress on the issue of racial inequality in its workforce and surrounding communities.

Sun Communities, Inc Elect Director Stephanie Bergeron - Abstain Stephanie Bergeron has been a Board member for 14 years, so technically her independence had been compromised. We abstained rather than voted against her re- election, since the other two committee members are relatively new Board appointments, so benefit from her company experience.

Elect Director Clunet Lewis – Against Since Clunet Lewis has been on the Board for 27 years which has overlapped entirely with Gary Shiffman (Chairman and Chief Executive), we do not consider him to be independent and as such should not be a member of the Audit Committee. Having raised this with the company previously, we voted against his re-election.

Bandwidth, Inc Elect Director Brian Bailey - Abstained We abstained (we were not provided with an opportunity to vote against) on the re- election of Brian Bailey since the Board had failed to address governance concerns we expressed last year. Namely, we were concerned that the Board is classified, and a supermajority (rather than a simple majority) is requred to amend the By-Laws.

Elect Director Lukas Roush - Abstained We abstained (we were not provided with an opportunity to vote against) on the re- election of Lukas Roush since the Board had failed to address governance concerns we expressed last year. Namely, we were concerned that the Board is classified, and a supermajority (rather than a simple majority) is requred to amend the By-Laws.

Advisory Vote to Ratify Named Executive Officers' Compensation - Against Our concern centred on the LTI awards which vest entirely upon continued employment only. To ensure that there is an appropriate link between pay and performance, we expect Proxy voting report Quarter 2 2021

at least 50% of awards to be subject to pre-determined challenging targets measured over a period of at least three years. Having abstained last year, we voted against this time.

Host Hotels & Resorts, Inc Elect Director John Morse - Against The composition of the Audit Committee continues to cause concern. Despite continually expressing our concerns, the membership remains unchanged. The five-person committee continued to include John Morse who had been a Board member for 18 years. On tenure grounds we questioned his independence and his ongoing membership. Since there was sufficient financial expertise elsewhere, and a good mix of experience and recent appointments, we voted against his re-election.

Elect Director Gordon Smith – Abstain We have voted against the re-election of John Morse for a number of years. As Chair of the Governance Committee, Gordon Smith has been aware of our concerns yet failed to address them.

Advisory Vote to Ratify Named Executive Officers' Compensation – Against Despite financial targets not being met, the individual element of the annual bonus paid in full. Furthermore, the committee exercised discretion and enhanced the bonus to reflect leadership during the covid crisis. We fundamentally oppose such discretionary payments particularly considering the financial performance during the year.

China Longyuan Power Approve the Financial Budget Plan - Abstain Group Corporation Limited Approval was sought for the Financial Budget Plan. However, no information had been provided and we were unable to make a considered vote. We abstained, rather than voted against, since this was first time we had raised the issue.

Approve the Issuance of Equity or Equity-Linked Securities without Preemptive Rights - Against Approval was being sought to allot up to 20% of the issued share capital on a non pre- emptive basis. This exceeded the 10% limit that we tolerate for overseas companies. The Company had also failed to provide a maximum discount to the market price at which shares may be issued.

Proxy voting report Quarter 2 2021

June Votes against

Company Details China Oilfield Services Approve Provision of Guarantees for Other Parties Limited Approval was being sought for the Company to provide guarantees for its subsidiaries. The provision of such guarantees can be beneficial since the subsidiary may be able to secure more favourable terms from lenders, thereby reducing the borrowing cost. However, the provision of such guarantees also increases the risks as the company is held fully liable for owed debts. It is important that the company does not take disproportionate financial risk relative to its ownership stake. Of the subsidiaries, the Company has been unspecific as to whether the majority were wholly owned subsidiaries. We were unable, therefore, to determine whether the proposed guarantee to these subsidiaries was proportionate to its ownership interest. Given the possibility that the Company was taking additional risk at the expense of potential benefits, we voted against the proposal.

Approve the Issuance of Equity or Equity-Linked Securities without Preemptive Rights for H Shares The Company was seeking an authority to purchase back up to 20% of its issued share capital on a non pre-emptive basis. This exceeded the amount that we normally tolerate for overseas companies as it is too dilutive to our interests. In addition, the Company had not disclosed the maximum discount to the prevailing market price that newly issued shares could be placed.

Gartner, Inc Elect Director Richard Bressler The three members of the Audit Committee have served the Board for between 13 and 18 years. We therefore questioned their independence on grounds of tenure. Given our strong preference for a fully independent committee, and having abstained on their re- elections last time, we voted against.

Elect Director Karen Dykstra The three members of the Audit Committee have served the Board for between 13 and 18 years. We therefore questioned their independence on grounds of tenure. Given our strong preference for a fully independent committee, and having abstained on their re- elections last time, we voted against.

Elect Director James Smith The three members of the Audit Committee have served the Board for between 13 and 18 years. We therefore questioned their independence on grounds of tenure. Given our strong preference for a fully independent committee, and having abstained on their re- elections last time, we voted against.

Advisory Vote to Ratify Named Executive Officers' Compensation The Company continues to operate a Long-Term plan under which performance is measured over a one year period. This does not align with our interests as long-term investors. Of further concern this year was the discretion exercised by the compensation committee in allowing the 2020 award to vest at a greater extent. They had allowed this in response to the unprecedented affect of covid.

Informa Plc Re-elect Stephen Davidson as Director Proxy voting report Quarter 2 2021

As Chairman of the Remuneration Committee, Stephen Davidson, has done little to understand and address the concerns of shareholders, and does not seem to have considered the shareholder experience of the past year.

Approve the Remuneration Report We have had concerns for many years with remuneration. In 2020, in response to covid, they amended both the performance targets attached to the annual bonus plan and the to the 2018 LTIP award. Given that dividends have been cancelled, a placing was undertaken to shore up the balance sheet, and financial performance has deteriorated significantly, a pay versus performance disconnect exists.

Ringcentral, Inc Advisory Vote to Ratify Named Executive Officers' Compensation We have had concerns for many years with remuneration. In 2020, in response to covid, they amended both the performance targets attached to the annual bonus plan and the to the 2018 LTIP award. Given that dividends have been cancelled, a placing was undertaken to shore up the balance sheet, and financial performance has deteriorated significantly, a pay versus performance disconnect exists.

Veracyte, Inc Advisory Vote to Ratify Named Executive Officers' Compensation Whilst the 2021 LTI grant to the newly appointed CEO has a modest proportion of it linked to the achievement of performance targets, it is significantly below the minimum 50% we expect. Furthermore, performance is measured over one and two-year periods, and therefore does not align with our long-term interests.

Watsco, Inc Approve the Omnibus Stock Plan We voted against the Omnibus Stock Plan since it reinstated the automatic vesting change of control provision. Having such a provision in place could lead to inappropriate decisions being made

Advisory Vote to Ratify Named Executive Officers' Compensation The company had reverted to granting awards which vest entirely upon tenure only. This can lead to significant reward in periods of poor performance. Whilst they do not vest until 2028, there are several caveats that could trigger early vesting. Vested awards are delivered in the form of Class B Shares which perpetuates the dual class structure, and is of further concern.

EPAM Systems, Inc Advisory Vote to Ratify Named Executive Officers' Compensation Vesting of LTI awards continued to be subject to tenure only and vest in equal tranches on the first four anniversaries following grant. To ensure that there is an appropriate link between pay and performance, we expect at least 50% of grants to be subject to challenging, fully disclosed targets which are measured over a period of at least three years. Whilst the Company continues to be an excellent performer, there are no concerns regarding the alignment of pay and performance. However, as structured, there is a risk of significant reward in periods of perceived poor performance.

China Resources Land Elect Chen Rong as Director Limited Chen Rong was a shareholder representative of CRH and sat on the Audit Committee.

Elect Wang Yan as Director Wang Yan was a shareholder representative of CRH and sat on the Audit Committee.

Elect Wan Kam To, Peter as Director Peter Wan chaired the Audit Committee and had been a board member for 12 years. Given this length of tenure, we did not consider him to be independent and as such should not be a member of a committee that should be entirely independent. Of further concern Proxy voting report Quarter 2 2021

was his external directorships. He was a Director at six other listed companies – whilst this is a reduction from a couple of years ago, it does, nevertheless, continue to pose questions of commitment and primary loyalty.

Approve the Issuance of Equity or Equity-Linked Securities without Preemptive Rights The Company was seeking approval to allot up to 20% of the issued share capital on a non pre-emptive basis. This exceeded the 10% limit that we tolerate for overseas companies. Our concern was exacerbated since the Company was seeking a further authority to reissue shares (up to 10%) which had originally been purchased in the market. The Company had failed to provide a maximum discount to the market price at which shares may be issued. Our concern centred on the net effect of purchasing and reissuing shares and the resultant dilutive NAV effect.

Authorise the Reissuance of Repurchased Shares The Company was seeking approval to allot up to 20% of the issued share capital on a non pre-emptive basis. This exceeded the 10% limit that we tolerate for overseas companies. Our concern was exacerbated since the Company was seeking a further authority to reissue shares (up to 10%) which had originally been purchased in the market. The Company had failed to provide a maximum discount to the market price at which shares may be issued. Our concern centred on the net effect of purchasing and reissuing shares and the resultant dilutive NAV effect

Wm Morrison Approve the Remuneration Report Supermarkets Plc The Company had excluded the costs of covid when calculating PBT under the annual bonus and EPS within the LTIP. As a result, payment under these was made in full, when they would otherwise have lapsed. No other companies had taken this approach and there was a clear pay versus performance disconnect.

Longfor Group Holdings Approve the Issuance of Equity or Equity-Linked Securities without Preemptive Rights Limited Approval was sought to allot up to 20% of the issued share capital on a non pre-emptive basis. This exceeded the 10% limit that we tolerate for overseas companies. Our concern was exacerbated since the Company did not provide a maximum discount to the market price at which shares may be issued.

Authorise the Reissuance of Repurchased Shares The Company was seeking a further authority to reissue shares (representing 10% of the issued share capital) which had originally been purchased in the market. The Company had failed to provide a maximum discount to the market price at which shares may be issued. Our concern centred on the net effect of purchasing and reissuing shares and the resultant dilutive NAV effect.

Klepierre SA Reelect David Simon as Supervisory Board Member Our concern with the board structure centred on the disproportionate representation that Simon Property Group has. As a significant shareholder, we have no objections to the appointment of shareholder representatives. However, appointments should be proportionate to the shareholding they represent. In this case, Simon Property Group is a 21% shareholder in Klepierre, yet has 33% representation on the Board. Of further concern is the role that David Simon has – he is Chairman of Klepierre and Chief Executive of Simon Property Group. There is therefore a risk that he chairs the company for his own interests. Consistent with previous voting, we voted against his re-election.

Whitbread Plc Approve the Remuneration Report Proxy voting report Quarter 2 2021

We voted against the remuneration report since the Company was proposing to pay a bonus despite receiving government support during the year, suspending dividends and raising £1 billion through a deeply discounted rights issue

Coca-Cola HBC Approve the Remuneration Report (UK and Swiss Purposes) Contrary to best practice, the company had amended performance targets attached to the 2018 LTIP award in response to covid. There was a disconnect between pay and performance.

Benefit One, Inc Elect Director and Audit Committee Member Takuo Umekita The Board operated with an Audit Committee. However, similar to a number of other Japanese companies, one of the members of the committee was an insider (executive director). For such an important committee, we consider it vital that it comprised entirely of outside directors. Since it was our first time voting, we abstained on the election of Takuo Umekita.

Giant Manufacturing Elect Tho, Tzu Chien, with shareholder No 98, as Non-Independent Director Co Ltd We have been concerned regarding the lack of independence on the Board for a number of years. The appointment of a further non-independent Director simply exacerbated our concerns.

Nifco, Inc Elect Director and Audit Committee Member Honda Junji The Company had historically operated a two tier board with statutory auditors. However, in line with many other Japanese companies, shareholder approval was being sought to amend the Articles to adopt a board structure with Audit Committee. We had no concerns with this change. However, the proposed Audit Committee comprised of two independent outsiders (non-executives), and one insider (executive). The presence of executives on Audit Committees is a fundamental breach of established best practice.

STAAR Surgical Company Advisory Vote to Ratify Named Executive Officers' Compensation The Company had previously granted LTI awards which vest subject to continued employment only. Upon review this year, we noted that a proportion (30%) of the 2020 grant was made subject to performance (essentially premium priced options). Whilst this was an improvement, it remained below our minimum 50% requirement. Furthermore, performance was measured over a single one year period, so was not long-term and did not align with our interests. Whilst the company had been an excellent performer, we encourage performance targets to be applied to ensure that there is strong pay versus performance alignment in all market conditions. As in previous years, we voted against.

UDG Healthcare Plc Approve the Recommended Cash Acquisition of UDG Healthcare Plc by Nenelite Limited and related resolutions We voted against the acquisition since we did not consider it to represent fair value.

Altarea SCA Reelect Dominique Rongier as Supervisory Board Member Dominique Rongler had been on the Board for 12 years and therefore, based on tenure, his independence was questioned. He also chaired the Audit Committee, which we consider should be entirely independent. It was particularly concerning that, given his chairmanship of such a key committee, he was not considered to be a financial expert.

Reelect Philippe Josse as Supervisory Board Member Proxy voting report Quarter 2 2021

The Board as a whole lacks sufficient independence. We voted against the appointment of Phillipe Josse since as a shareholder representative, his election further exacerbated our concerns.

Authorise the Repurchase of up to 10% of the Issued Share Capital As in previous years, the Company was seeking an authority to purchase back up to 10% of the issued share capital. However, due to changes in French legislation in 2014, the authorisation may be used during a takeover period. The authority could therefore be used to block a potential takeover. Consistent with our previous voting, we voted against.

Share Issuances on a Non Preemptive Basis The Company was proposing a number of issuance requests, all of which, as above, may be used during takeover situations. Furthermore, the proposed non preemptive issue requests all significantly exceeded amounts we tolerate for overseas companies.

Use of Shares in Share Plans Approval is sought for the grant shares under various share plans in 2021. However, given the absence of any information regarding performance targets and vesting schedules, we were unable to make a considered vote. In addition, the minimum vesting period was one year. Since the plan did not align with our long term interests, we voted against.

Exact Sciences Corporation Advisory Vote to Ratify Named Executive Officers Compensation The Company reverted to its previous policy of granting LTI awards which vest subject entirely to tenure. Having such a structure risks significant reward in periods of poor performance. There was also a significant increase in the value of the 2020 LTI award with no explanation offered.

Grand City Properties SA Approve the Remuneration Report The Company provides limited disclosure of performance targets (if any), vesting periods and maximum amounts. On the basis that we were unable to make an informed voting decision based on sufficient disclosure, and having abstained last year, we voted against.

Authorise the Issuance of Equity or Equity-Linked Securities without Preemptive Rights and Amend Article 5.2 of the Articles of Association Approval was sought to renew the authorised share capital for a further five year period, and to thereby allow for the unissued share capital to be allotted on a non-preemptive basis. The amount being renewed was EUR 40 million, which equated to 133% of the issued share capital. This far exceeded the 10% limit we tolerate for overseas companies.

Votes abstained

Company Details SolarEdge Elect Director Nadav Zafrir Technologies, Inc We had a number of governance concerns. Firstly, the Board was classified under which directors stand for re-election once every three years, and, secondly, a supermajority (rather than a simple majority) is required to amend the by-laws. We abstained on the members of the Governance Committee standing for re-election since it is their responsibility to ensure that the company adheres to the highest governance standards. Proxy voting report Quarter 2 2021

Elect Director Avery More We had a number of governance concerns. Firstly, the Board was classified under which directors stand for re-election once every three years, and, secondly, a supermajority (rather than a simple majority) is required to amend the by-laws. We abstained on the members of the Governance Committee standing for re-election since it is their responsibility to ensure that the company adheres to the highest governance standards.

Advisory Vote to Ratify Named Executive Officers' Compensation Upon review, and despite having previously expressed concern the 2020 LTI award vests subject to tenure only. As a minimum, we expect at least 50% of an award to be linked to challenging performance targets measured over a three year period. However, the Company has provided an assurance that the 2021 grant will be subject to performance. We abstained this year with a view to voting in favour next year should the 2021 grant be correctly structured.

S4 Capital Plc To approve Remuneration Report The remuneration is not ideally structured, however, in recognition that the company has been managed exceptionally well throughout the COVID situation, we have abstained rather than voted against

To re-elect Sir Martin Sorrell He retains the joint role of CEO/Chair - however, in investing in this company we are investing in his expertise and therefore we abstained and will continue trying to influence through engagement.

SciPlay Corporation Elect Director Gerald Cohen The Company operates a dual class capital structure – Class A Shares are entitled to one vote per share, whilst Class B Shares are entitled to 10 votes per share. The majority shareholder, Scientific Games owns all of the Class B Shares, which when taken with Class A Shares, accounts for 97.9% of the voting power. Given our strong preference for a one share one vote capital structure, we abstained on all members of the Governance Committee. The dual class structure adversely impacts shareholders rights and as members of the committee they are responsible for ensuring the Company adheres to the highest standards of governance.

Elect Director Michael Marchetti The Company operates a dual class capital structure – Class A Shares are entitled to one vote per share, whilst Class B Shares are entitled to 10 votes per share. The majority shareholder, Scientific Games owns all of the Class B Shares, which when taken with Class A Shares, accounts for 97.9% of the voting power. Given our strong preference for a one share one vote capital structure, we abstained on all members of the Governance Committee. The dual class structure adversely impacts shareholders rights and as members of the committee they are responsible for ensuring the Company adheres to the highest standards of governance.

Ergomed Plc Accept Financial Statements and Statutory Reports Whilst not being required to legally, the Company had failed to provide shareholders with the opportunity to approve remuneration via a vote on the remuneration report. Since we had identified concerns, and with no alternative avenue, we abstained on the annual report and accounts. Proxy voting report Quarter 2 2021

Trian Investors 1 Ltd Approve Changes to the Company's Investment Policy We abstained since we considered the board should have consulted shareholders in an attempt to find a consensus before proposing such significant changes.

Mitsubishi Materials Elect Director Alira Takeuchi Corporation Our main concern centred on the composition of the audit committee. It comprised of five directors, two of whom were inside Directors (Executives). The presence of executives is a fundamental breach of accepted best practice. Since it was our first time voting, we abstained on their elections.

Elect Director Yoshikazu Yasui Our main concern centred on the composition of the audit committee. It comprised of five directors, two of whom were inside Directors (Executives). The presence of executives is a fundamental breach of accepted best practice. Since it was our first time voting, we abstained on their elections.

The Kroger Co Elect Director Ronald Sargent – Abstain The four person committee included the Lead Director, Ronald Sargent, who had served the Board for 15 years, and whose tenure had entirely overlapped with Rodney McMullen, who is Chairman and Chief Executive. Since it was our first time voting, we abstained.

Assess the Environmental Impact of Non-Recycling Packaging – For This was a shareholder requisitioned resolution seeking approval for the company to issue a report by the year end on plastic packaging, estimating the amount of plastics released to the environment by the use of plastic packaging, from the manufacture of plastic source materials, through disposal or recycling, and describing any company strategies or goals to reduce the use of plastic packaging to reduce these impacts. Whilst the Company had committed to phasing out single-use plastic bags from its stores by 2025, and had recently set a goal to make 100% of its own brand packaging recycling, reusable, or compostable by 2030, the company did not, however, disclose metrics for baselines or progress towards its sustainable packaging goals. It has also not set quantitative or time- bound targets for reducing it overall use of plastic. It also lagged a number of its peers that had signed up to the Ellen MacArthur Foundation. We voted in favour, which was against management recommendations.

Votes against & abstentions

Company Details Acciona SA Reelect Jose Manuel Entrecanales Domecq as Director – Abstain We abstained on the re-election of Jose Manuel Entrecanales Domecq since he combined the roles of Chairman and Chief Executive, and there were no plans to split the roles. He was a member of the controlling family, as was the vice-chairman.

Advisory Vote on Remuneration Report – Against Overall levels of remuneration (both fixed and variable) were extremely generous and were not aligned with company performance. Proxy voting report Quarter 2 2021

Universal Display Elect Director Elizabeth Gemmill – Against Corporation The four person Audit Committee included Elizabeth Gemmill who have served the Board for 24 years. She was not considered to be a financial expert and we questioned the appropriateness of her continued membership.

Elect Director Keith Hartley – Abstain Despite having served the Board for 20 years, we abstained, rather than voted against the re-election of Keith Hartley. He was the only member of the Audit Committee who was deemed to be a financial expert.

Elect Director Lawrence Lacerte – Against The four person Audit Committee included Lawrence Lacerte who had served the Board for 21 years. He was not considered to be a financial expert and we questioned the appropriateness of his continued membership.

Advisory Vote to Ratify Named Executive Officers' Compensation – Against The Company had amended performance targets attached to the annual bonus plan in response to covid. Consistent with our approach taken with all companies that had taken this course of action, we voted against.

Inmobiliarea Colonial Authorise Increase in Capital up to 50% via Issuance of Equity or Equity-Linked SOCIMI SA Securities, excluding Preemptive Rights of up to 20% – Against Shareholder approval was being sought allowing the company to allot shares or convertible debt securities for an amount representing 20% of the issued share capital on a non pre-emptive basis. Furthermore, a maximum discount to the market price at which shares may be issued had not been disclosed. Since the proposed non pre-emptive authority request significantly exceeded the amount we tolerate for overseas companies, we voted against.

Authorise Issuance of Convertible Bonds, Debentures, Warrants, and other Debt Securities up to EUR 500 Million with exclusion of Preemptive Rights up to 20% of Capital – Against Shareholder approval was being sought allowing the company to allot shares or convertible debt securities for an amount representing 20% of the issued share capital on a non pre-emptive basis. Furthermore, a maximum discount to the market price at which shares may be issued had not been disclosed. Since the proposed non pre-emptive authority request significantly exceeded the amount we tolerate for overseas companies, we voted against.

Approve the Remuneration Policy – Abstain Whilst there had been some significant improvements to the structure of remuneration, the proposed policy continued to include the provision to pay extraordinary bonuses (albeit at a reduced rate).

Advisory Vote on Remuneration Report – Against Whilst improvements had been made to the forward looking policy, remuneration paid in respect of the previous year continued to reflect the short term structure. Performance targets had not been disclosed so we are unable to ascertain their relative challenge. However, significant bonuses had been paid in a year in which all financials were down. There was a clear pay versus performance disconnect. Proxy voting report Quarter 2 2021

April companies voted Acciona SA Spain Special Alfen NV Netherlands Annual A-Living Smart City Services Co., Ltd. China Special American Campus Communities, Inc. USA Annual Amplifon SpA Italy Annual Ascendas Real Estate Investment Trust Singapore Annual ASML Holding NV Netherlands Annual Atlas Copco AB Sweden Annual Avery Dennison Corporation USA Annual Basic-Fit NV Netherlands Annual BBGI SICAV SA Luxembourg Annual British American Tobacco plc United Kingdom Annual China Longyuan Power Group Corporation Limited China Special CLS Holdings Plc United Kingdom Annual Covivio SA France Annual/Special Dexus Australia Special Diversified Gas & Oil Plc United Kingdom Annual DNB ASA Norway Annual Duke Realty Corporation USA Annual Eiffage SA France Annual/Special Epiroc AB Sweden Annual Eurofins Scientific SE Luxembourg Annual/Special FDM Group (Holdings) Plc United Kingdom Annual Fuller, Smith & Turner Plc United Kingdom Special Glencore Plc Jersey Annual Grafton Group Plc Ireland Annual Greencoat Renewables Plc Ireland Annual Greencoat UK Wind Plc United Kingdom Annual Hexagon AB Sweden Annual Hikma Pharmaceuticals Plc United Kingdom Annual ING Groep NV Netherlands Annual Intesa Sanpaolo SpA Italy Annual/Special Kerry Group Plc Ireland Annual Kingspan Group Plc Ireland Annual Koninklijke Ahold Delhaize NV Netherlands Annual Lancashire Holdings Ltd. Bermuda Annual London Stock Exchange Group Plc United Kingdom Annual MRV Engenharia e Participacoes SA Brazil Annual MRV Engenharia e Participacoes SA Brazil Special MTU Aero Engines AG Germany Annual National Grid Plc United Kingdom Special Octopus Renewables Infrastructure Trust Plc United Kingdom Annual Piaggio & C SpA Italy Annual PT Summarecon Agung Tbk Indonesia Special RELX Plc United Kingdom Annual Rio Tinto Plc United Kingdom Annual Proxy voting report Quarter 2 2021

Royal Unibrew A/S Denmark Annual Santos Limited Australia Annual Schneider Electric SE France Annual/Special Schroders Plc United Kingdom Annual SEGRO Plc United Kingdom Annual Serco Group Plc United Kingdom Annual Sika AG Switzerland Annual SThree Plc United Kingdom Annual Sunstone Hotel Investors, Inc. USA Annual SVB Financial Group USA Annual Synthomer Plc United Kingdom Annual Taylor Wimpey Plc United Kingdom Annual Telenet Group Holding NV Belgium Annual Teleperformance SE France Annual/Special The Weir Group Plc United Kingdom Annual Umicore Belgium Annual/Special UOL Group Limited Singapore Annual V.S. Industry Berhad Malaysia Special Wihlborgs Fastigheter AB Sweden Annual Zur Rose Group AG Switzerland Annual Zurich Insurance Group AG Switzerland Annual

May companies voted 4imprint Group Plc United Kingdom Annual adidas AG Germany Annual Albemarle Corporation USA Annual A-Living Smart City Services Co., Ltd. China Annual Allianz SE Germany Annual Allied Properties Real Estate Investment Trust Canada Annual/Special Alpha FX Group Plc United Kingdom Annual alstria office REIT-AG Germany Annual Americold Realty Trust USA Annual Anglo American Plc United Kingdom Annual Anglo American Plc United Kingdom Court Anglo American Plc United Kingdom Special ANSYS, Inc. USA Annual ANTA Sports Products Limited Cayman Islands Annual Arkema SA France Annual/Special Ascential Plc United Kingdom Annual AstraZeneca Plc United Kingdom Annual AstraZeneca Plc United Kingdom Special Atlantica Sustainable Infrastructure plc United Kingdom Annual AvalonBay Communities, Inc. USA Annual Avast Plc United Kingdom Annual Aviva Plc United Kingdom Annual Badger Daylighting Ltd. Canada Annual/Special Proxy voting report Quarter 2 2021

BAE Systems Plc United Kingdom Annual Balfour Beatty Plc United Kingdom Annual Bandwidth Inc. USA Annual Barclays Plc United Kingdom Annual BELLSYSTEM24 Holdings, Inc. Japan Annual Berkeley Lights, Inc. USA Annual BMO Private Equity Trust Plc United Kingdom Annual Bodycote Plc United Kingdom Annual BOKU, Inc. USA Annual BP Plc United Kingdom Annual Burlington Stores, Inc. USA Annual Cairn Energy Plc United Kingdom Annual China International Capital Corporation Limited China Annual China Longyuan Power Group Corporation Limited China Annual CK Asset Holdings Limited Cayman Islands Annual CK Asset Holdings Limited Cayman Islands Special Clarkson Plc United Kingdom Annual Conduit Holdings Ltd. Bermuda Annual CTS Eventim AG & Co. KGaA Germany Annual CubeSmart USA Annual Cummins Inc. USA Annual Derwent London Plc United Kingdom Annual Direct Line Insurance Group Plc United Kingdom Annual Essential Utilities, Inc. USA Annual Essentra Plc United Kingdom Annual Everbridge, Inc. USA Annual First Industrial Realty Trust, Inc. USA Annual First Republic Bank USA Annual Forterra Plc United Kingdom Annual Gamma Communications Plc United Kingdom Annual Gentherm Incorporated USA Annual Genuit Group plc United Kingdom Annual GlaxoSmithKline Plc United Kingdom Annual Greggs Plc United Kingdom Annual Hill & Smith Holdings Plc United Kingdom Annual Hilton Food Group Plc United Kingdom Annual Hiscox Ltd. Bermuda Annual Hong Kong Ferry Holdings Company Limited Hong Kong Annual Host Hotels & Resorts, Inc. USA Annual Howden Joinery Group Plc United Kingdom Annual HSBC Holdings Plc United Kingdom Annual Illumina, Inc. USA Annual IMI Plc United Kingdom Annual Impax Environmental Markets Plc United Kingdom Annual Insulet Corporation USA Annual International Public Partnerships Ltd. Guernsey Annual John Laing Group Plc United Kingdom Annual Johnson Service Group Plc United Kingdom Annual Proxy voting report Quarter 2 2021

JTC Plc Jersey Annual Just Eat Takeaway.com NV Netherlands Annual Just Group Plc United Kingdom Annual Keywords Studios Plc United Kingdom Annual Killam Apartment Real Estate Investment Canada Annual Kilroy Realty Corporation USA Annual LEG Immobilien AG Germany Annual Legal & General Group Plc United Kingdom Annual Lloyds Banking Group Plc United Kingdom Annual Lonza Group AG Switzerland Annual M&G Plc United Kingdom Annual Marshalls Plc United Kingdom Annual Marten Transport, Ltd. USA Annual Martin Marietta Materials, Inc. USA Annual Melexis NV Belgium Annual MIPS AB Sweden Annual Mondi Plc United Kingdom Annual Moneysupermarket.com Group Plc United Kingdom Annual Morgan Advanced Materials Plc United Kingdom Annual Mortgage Advice Bureau (Holdings) Plc United Kingdom Annual Nemetschek SE Germany Annual Nexity SA France Annual/Special Nucor Corporation USA Annual Palomar Holdings, Inc. USA Annual Perficient, Inc. USA Annual Phoenix Group Holdings Plc United Kingdom Annual Planet Fitness, Inc. USA Annual Prudential Plc United Kingdom Annual Quilter Plc United Kingdom Annual Reach Plc United Kingdom Annual Reckitt Benckiser Group Plc United Kingdom Annual Rentokil Initial Plc United Kingdom Annual Republic Services, Inc. USA Annual Rio Tinto Limited Australia Annual Robert Walters Plc United Kingdom Annual Royal Dutch Shell Plc United Kingdom Annual Sanne Group Plc Jersey Annual Secure Income REIT Plc United Kingdom Annual Secure Trust Bank Plc United Kingdom Annual Shandong Weigao Group Medical Polymer Company Limited China Annual SiteOne Landscape Supply, Inc. USA Annual Spectris Plc United Kingdom Annual Spire Healthcare Group Plc United Kingdom Annual St. James's Place Plc United Kingdom Annual Standard Chartered Plc United Kingdom Annual Standard Life Aberdeen Plc United Kingdom Annual State Street Corporation USA Annual STMicroelectronics NV Netherlands Annual Proxy voting report Quarter 2 2021

STORE Capital Corporation USA Annual Strix Group Plc Isle of Man Annual Sun Communities, Inc. USA Annual Symrise AG Germany Annual Techtronic Industries Co., Ltd. Hong Kong Annual Teradyne, Inc. USA Annual Terminix Global Holdings, Inc. USA Annual The Renewables Infrastructure Group Ltd. Guernsey Annual The UNITE Group Plc United Kingdom Annual Times China Holdings Limited Cayman Islands Annual Tomra Systems ASA Norway Annual Tongcheng-Elong Holdings Limited Cayman Islands Annual Ultra Electronics Holdings Plc United Kingdom Annual Unilever Plc United Kingdom Annual Vectura Group Plc United Kingdom Annual Vistry Group Plc United Kingdom Annual Xylem Inc. USA Annual

June companies voted Acciona SA Spain Annual Advanced Medical Solutions Group Plc United Kingdom Annual Altarea SCA France Annual/Special Ascendas Real Estate Investment Trust Singapore Extraordinary Shareholders Benefit One Inc. Japan Annual China Longyuan Power Group Corporation Limited China Extraordinary Shareholders China Oilfield Services Limited China Annual China Oilfield Services Limited China Special China Resources Land Limited Cayman Islands Annual Chroma Ate, Inc. Taiwan Annual Coca-Cola HBC AG Switzerland Annual Delta Electronics, Inc. Taiwan Annual Deutsche Wohnen SE Germany Annual Digital Arts Inc. Japan Annual Digital Realty Trust, Inc. USA Annual DISCO Corp. Japan Annual EPAM Systems, Inc. USA Annual Equity Commonwealth USA Annual Ergomed Plc United Kingdom Annual Exact Sciences Corporation USA Annual Foresight Solar Fund Ltd. Jersey Annual Garmin Ltd. Switzerland Annual Gartner, Inc. USA Annual Giant Manufacturing Co., Ltd. Taiwan Annual Grand City Properties SA Luxembourg Annual Grand City Properties SA Luxembourg Extraordinary Shareholders Iberdrola SA Spain Annual ICON plc Ireland Special Proxy voting report Quarter 2 2021

Informa Plc United Kingdom Annual Inmobiliaria Colonial SOCIMI SA Spain Annual Inmobiliaria Colonial SOCIMI SA Spain Extraordinary Shareholders JAFCO Group Co., Ltd. Japan Annual KATITAS Co., Ltd. Japan Annual Klepierre SA France Annual/Special Koito Manufacturing Co., Ltd. Japan Annual Komatsu Ltd. Japan Annual Longfor Group Holdings Limited Cayman Islands Annual MarketAxess Holdings Inc. USA Annual Mitsubishi Materials Corp. Japan Annual Nifco, Inc. Japan Annual Nomad Foods Limited Virgin Isl (UK) Annual Octopus Renewables Infrastructure Trust Plc United Kingdom Special Omega Healthcare Investors, Inc. USA Annual Pennon Group Plc United Kingdom Special Quilter Plc United Kingdom Special RingCentral, Inc. USA Annual S4 Capital Plc United Kingdom Annual Sabra Health Care REIT, Inc. USA Annual SBI Holdings, Inc. Japan Annual SciPlay Corporation USA Annual Scottish Mortgage Investment Trust Plc United Kingdom Annual Simplo Technology Co., Ltd. Taiwan Annual SolarEdge Technologies, Inc. USA Annual STAAR Surgical Company USA Annual Sumo Group Plc United Kingdom Annual Takeda Pharmaceutical Co., Ltd. Japan Annual Team17 Group PLC United Kingdom Annual Tesco Plc United Kingdom Annual The Kroger Co. USA Annual The Pebble Group Plc United Kingdom Annual TIS, Inc. (Japan) Japan Annual Trian Investors 1 Ltd. Guernsey Annual Universal Display Corporation USA Annual Veracyte, Inc. USA Annual Watsco, Inc. USA Annual Whitbread Plc United Kingdom Annual Wm Morrison Supermarkets Plc United Kingdom Annual ZOZO, Inc. Japan Annual

Proxy voting report Quarter 2 2021

Contacts

Please contact us if you require additional information or have any comments or questions.

Miranda Beacham Senior Responsible Investment Manager

+44 (0) 131 549 3460

[email protected]

This document is accurate at the time of writing and is subject to change without notification.

Aegon Asset Management UK plc (Company No. SC113505) is registered in Scotland at 3 Lochside Crescent, Edinburgh EH12 9SA and is authorised and regulated by the Financial Conduct Authority. It is the authorised corporate director of Aegon Asset Management UK ICVC (“AAMUK ICVC”), registered in Scotland, registered no. SC1000009 at 3 Lochside Crescent, Edinburgh EH12 9SA), Aegon Asset Management UK Investment Portfolios ICVC (“AAMUKIP ICVC”), registered in England, registered no. IC000988 at The Leadenhall Building, 122 Leadenhall Street, London, EC3V 4AB), and authorised fund manager for Aegon Asset Management UK Unit Trust, an authorised unit trust. AAMUK ICVC and AAMUKIP ICVC are investment companies with variable capital.