CORPORATE GOVERNANCE – UK

1st April 2016 to 31st March 2017

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

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

Porvair Plc AGM 05/04/16 A, B, C, D, E, F, G, P, R Plc AGM 07/04/16 A, C, D, E, F, G, R, Approve continuation of company as investment trust, Authorise directors to sell treasury shares for cash BP Plc AGM 07/04/16 A, C, D, E, F, G, O, P R – Voted against in line with ISS recommendation. Carnival Plc AGM 07/04/16 A, C, D, E, F, G, R Hunting Plc AGM 07/04/16 A, B, C, D, E, F, G, P, R Rio Tinto Plc AGM 07/04/16 A, C, D, E, F, G, P, R, SP: H Smith & Nephew Plc AGM 08/04/16 A, B, C, D, E, F, G, P R – Voted against in line with ISS recommendation. Plc AGM 12/04/16 A, B, C, D, E, F, G, O, P, R, Approve ratification of technical breach of borrowing limit, Approve increase in company’s borrowing powers Plc AGM 14/04/16 A, B, C, D, E, F, G, P, R Domino’s Pizza Group Plc AGM 14/04/16 A, B, C, D, E, F, G, L, P, Q, R, Approve sub- division Plc AGM 14/04/16 A, B, C, D, E, F, G, O, P, R 1

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

Essentra Plc AGM 14/04/16 A, B, C, D, E, F, G, P, R Meggit Plc AGM 14/04/16 A, B, C, D, E, F, G, O, P, R Relx Plc AGM 14/04/16 A, B, C, D, E, F, G, P, R Unilever Plc AGM 14/04/16 A, C, D, E, F, G, O, P, R HSBC Holdings Plc AGM 18/04/16 A, B, C, D, E, F, G, P, Q, R, Allot repurchased shares Segro Plc AGM 18/04/16 A, B, C, D, E, F, G, O, P, R Senior Plc AGM 18/04/16 A, B, C, D, E, F, G, P, R, Stock option plan Equiniti Group Plc AGM 19/04/16 A, B, C, D, E, F, G, O, P, Q, R Jardine Lloyd Thompson Group AGM 19/04/16 A, B, C, D, E, F, G, P, R C x 2 – Voted against in line with ISS Plc recommendation. Premier Oil Plc OGM 19/04/16 T AMEC Foster Wheeler Plc AGM 21/04/16 A, B, C, D, E, F, G, P, R British American Tobacco Plc AGM 21/04/16 A, B, C, D, E, F, G, L, O, P, Q, R Stock Exchange Group AGM 21/04/16 A, B, C, D, E, F, G, O, P, R Plc ARM Holdings Plc AGM 22/04/16 A, B, C, D, E, F, G, L, P, R Barclays Plc AGM 22/04/16 A, B, C, D, E, F, G, O, P, R Barclays Plc OGM 22/04/16 Approve disposal Blackrock World Mining Trust AGM 22/04/16 A, B, C, D, E, F, G, K, R, Continuation of Plc company as investment trust Cobham Plc AGM 22/04/16 A, B, C, D, E, F, G, L, P, R CRH Plc AGM 22/04/16 A, B, C, D, E, F, G, R, S, Reissue treasury shares Q – Voted against in line with ISS recommendation. Henderson Group Plc AGM 22/04/16 A, B, C, D, E, F, G, R, Purchase contract, Market purchase of CHESS Depository Interests Schroders Plc AGM 22/04/16 A, B, C, D, E, O, P, R C – Voted against in line with ISS recommendation SDL Plc AGM 22/04/16 A, B, C, D, E, F, L, P, Q R – Voted against in line with ISS recommendation Shire Plc AGM 22/04/16 A, C, D, E, F, G, J, K, P R – Voted against in line with ISS recommendation Plc AGM 22/04/16 A, B, C, D, E, F, G, P, R Plc AGM 22/04/16 A, C, D, E, F, G, P, R Weir Group Plc AGM 22/04/16 A, B, C, D, E, F, G, L, P, R L, Q – Voted against in line with ISS recommendation. AstraZeneca Plc AGM 25/04/16 A, B, C, D, E, F, G, O, P, R Pearson Plc AGM 25/04/16 A, B, C, D, E, F, G, R SP: Business strategy review of company – Voted against in line with ISS recommendation. Holdings Plc AGM 25/04/16 A, B, C, D, E, F, G, P, R Aviva Plc AGM 27/04/16 A, B, C, D, E, F, G, P, R BAE Systems Plc AGM 27/04/16 A, B, C, D, E, F, G, O, P, R Ocado Group Plc AGM 27/04/16 A, C, D, E, F, G, O, P, R C x 2 – Voted against in line with ISS recommendation Secure Trust Bank Plc AGM 27/04/16 A, B, C, D, G R – Voted against in line with ISS recommendation GKN Plc AGM 28/04/16 A, B, C, D, E, F, G, O, P, R GlaxoSmithKline Plc AGM 28/04/16 A, C, D, E, F, G, O, P, Exemption from R – Voted in favour, contrary to ISS statement of name of senior statutory auditor recommendation to abstain. Howden Joinery Group Plc AGM 28/04/16 A, B, C, D, E, F, G, L, O, P, Q, R Inmarsat Plc AGM 28/04/16 A, B, C, D, E, F, G, O, P, R

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

ITV Plc AGM 28/04/16 A, B, C, D, E, F, G, K, L, O, P, R Reckitt Benckiser Group Plc AGM 28/04/16 A, B, C, D, E, F, G, O, P, Q, R Rolls-Royce Holdings Plc AGM 28/04/16 A, C, D, E, F, G, O, R, Approve payment to shareholders Skyepharma Plc Court 28/04/16 N Meeting Skyepharma Plc OGM 28/04/16 T BBA Aviation Plc AGM 29/04/16 A, B, C, D, E, F, G, P, R Plc AGM 29/04/16 A, B, C, D, E, F, G, O, P R – Voted against in line with ISS recommendation. Morgan Advanced Materials Plc AGM 29/04/16 A, B, C, D, E, F, L, O, P, Q, R RSA Insurance Group Plc AGM 29/04/16 A, B, C, D, E, F, G, K, P, R, S Candover Investments Plc AGM 04/05/16 A, C, D, E, F, G, P, R Plc AGM 04/05/16 A, B, C, D, E, F, G, P, R, S Dunedin Enterprise Investment OGM 04/05/16 Approve change to company’s investment policy Trust Plc Dunedin Enterprise Investment AGM 04/05/16 A, C, D, G, P, R, Auditor remuneration Trust Plc Group Plc AGM 04/05/16 A, B, C, D, E, F, G, K, L, O, P C, Q, R, Approve strategic leadership plan – Voted against in line with ISS recommendation. Approve waiver on tender-bid requirement – Voted in favour, contrary to ISS recommendation to vote against. ISS does not understand the point of tender- bid waivers. This is not about the risk of the director assuming creeping control; it is about not forcing him into a situation where he may be obliged to make a bid. Plc AGM 04/05/16 A, B, C, D, E, F, G, P, R IP Group Plc AGM 04/05/16 A, C, D, E, F, G, O, P, Q, R Plc AGM 04/05/16 A, B, C, D, E, F, G, P, R Lloyds Banking Group Plc AGM 04/05/16 A, B, C, D, E, F, G, K, L, O, P, R Group Plc AGM 04/05/16 A, B, C, D, E, F, G, O, P, R Ophir Energy Plc AGM 04/05/16 A, C, D, E, F, G, L, O, P, Q R – Voted against in line with ISS recommendation. Premier Oil Plc AGM 04/05/16 A, C, D, E, F, G, O, P, R, Increase borrowing limit C x 3 – Abstained in line with ISS recommendation. Directors stepping down at meeting. Group Plc AGM 04/05/16 A, C, D, E, F, G, O, P, R SIG Plc AGM 04/05/16 A, B, C, D, E, F, G, R Spriax-Sarco Engineering Plc AGM 04/05/16 A, B, C, D, E, F, G, R AGM 04/05/16 A, B, C, D, E, F, G, O, P, R William Hill Plc AGM 04/05/16 A, B, C, D, E, F, G, O, P, R Sportech Plc AGM 11/05/16 A, C, D, E, F, G, P, R Auditor remuneration – Voted in favour, contrary to ISS recommendation to vote against. Sportech has been engaged in an enormously complex, multi- year legal-tax case against HMRC; it would not be beneficial to not retain Price-Waterhouse Coopers on a continuing basis to assist with the case. SQS Software Quality Systems AGM 11/05/16 A, B, D, Discharge board members AG

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

Standard Life Plc AGM 11/05/16 A, B, C, D, E, F, G, L, O, P, Approve company’s R – Voted against in line with ISS recommendation. capital redemption reserve, Fix variable remuneration ratio Plc AGM 12/05/16 A, C, D, E, F, G, O, P, R Circassia Pharmaceuticals Plc AGM 12/05/16 A, C, D, E, F, P C x 2, R – Voted against in line with ISS recommendation. Exova Group Plc AGM 12/05/16 A, B, C, D, E, F, G, O, P R – Voted against in line with ISS recommendation. Glencore Plc AGM 12/05/16 A, C, D, E, F, G, H, R Informa Plc AGM 12/05/16 A, B, C, D, E, F, G, O, P, R AGM 12/05/16 A, B, C, D, E, F, G, P, R Next Plc AGM 12/05/16 A, B, C, D, E, F, G, P, R Prudential Plc AGM 12/05/16 A, C, D, E, F, G, O, P, R Plc AGM 12/05/16 A, B, C, D, E, F, G, O, P, R Riverstone Energy Ltd AGM 12/05/16 A, C, D, F, L Skyepharma Plc AGM 12/05/16 A, C, D, E, F, G, P, R UBM Plc AGM 12/05/16 A, B, C, D, E, F, G, P, R Plc AGM 16/05/16 A, C, D, E, F, G, P R – Voted against in line with ISS recommendation. Plc AGM 16/05/16 A, B, C, D, E, F, G, P, R Stock Spirits Group Plc AGM 16/05/16 A, B, C, D, E, F, G, P, R SP: Review M&A strategy – Voted against in line with ISS recommendation. SP: C x 2 – Voted against, contrary to ISS recommendation to vote in favour. These are shareholder resolutions, with 9.7% holder, Western Gate, seeking to appoint two directors to the board. BAPIML believe that Western Gate has a conflict of interest which should rule out any board appointments. Additionally, BAPIML does not believe that a 9.7% shareholding merits the right to make board appointments. Royal Dutch Shell Plc AGM 18/05/16 A, C, D, E, F, G, R H – Voted against in line with ISS recommendation. Allied Minds Plc AGM 19/05/16 A, C, D, E, F, G, P Q, R – Voted against in line with ISS recommendation. Plc AGM 19/05/16 A, B, C, D, E, F, G, L, P, Q, R C – Voted in favour, contrary to ISS recommendation to abstain. Fundsmith Emerging Equities AGM 19/05/16 A, C, D, E, F, G, P, R F - Voted in favour, contrary to ISS Trust Plc recommendation to vote against. ISS still does not understand the concept of equity issue by closed end funds. AGM 19/05/16 A, B, C, D, E, F, G, P R – Voted against in line with ISS recommendation. Shire Plc OGM 19/05/16 E, F, G, Approve matters related to cash and share offer Plc AGM 19/05/16 A, B, C, D, E, F, G, K, P, R Hansteen Holdings Plc AGM 31/05/16 A, C, D, E, F, G, P, R WPP Plc AGM 02/06/16 A, B, C, D, E, F, G, H, R AA Public Ltd Co AGM 03/06/16 A, B, C, D, E, F, G, L, O, P, R BlackRock Smaller Companies AGM 03/06/16 A, B, C, D, E, F, G, K, R Trust Plc 4

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

Shawbrook Group Plc AGM 03/06/16 A, C, D, E, F, G, P, Q R – Voted against in line with ISS recommendation. SOCO International Plc AGM 03/06/16 A, B, C, D, E, F, G, P, R Strathdon Investments Ltd OGM 03/06/16 Approve purchase contracts WM Morrison Supermarkets Plc AGM 03/06/16 A, B, C, D, E, F, G, P, R ICG Enterprise Trust Plc AGM 08/06/16 A, B, C, D, E, F, G, P, R Kingfisher Plc AGM 09/06/16 A, B, C, D, E, F, G, O, P, Q, R Walker Greenbank Plc AGM 09/06/16 A, B, C, D, E, F, G Saga Plc AGM 14/06/16 A, B, C, D, E, F, G, O, P, R Tarsus Group Plc AGM 14/06/16 A, B, C, D, E, F, G, R, Share repurchase C, Q, Executive retention plan – Voted against in line with ISS recommendation. Whitbread Plc AGM 14/06/16 A, B, C, D, E, F, G, P, R 3i Group Plc AGM 21/06/16 A, B, C, D, E, F, G, O, P, R Scottish Mortgage Investment AGM 21/06/16 A, B, C, D, E, F, G, R, Authorise directors to sell Trust Plc treasury shares for cash at a discount net asset value, Adopt proposed revised investment objective and policy. Juno International Participations AGM 24/06/16 Liquidator’s remuneration – Abstained. Historical Ltd Private Equity fund that closed in 2004. Not enough disclosure on why meeting has occurred. Group Court 28/06/16 N Plc Meeting London Stock Exchange Group OGM 28/06/16 K, T Plc BT Group Plc AGM 05/07/16 A, B, C, D, E, F, G, O, P, R N Brown Group Plc AGM 06/07/16 A, C, D, E, F, P, Q, R The Biotech Growth Trust Plc AGM 06/07/16 A, C, D, E, F, G, P, R RPC Group Plc AGM 07/07/16 A, B, C, D, E, F, G, L, P, Q R – Voted in favour, contrary to ISS recommendation to vote against. The company has doubled in size, therefore CEO role now more complex and multiplier will only come into effect once targets have been met. The meeting of these targets will be beneficial to shareholders. BTG Plc AGM 08/07/16 A, C, D, E, F, L, O, P, Q, R Londonmetric Property Plc AGM 08/07/16 A, B, C, D, E, F, G, P, R Plc AGM 08/07/16 A, B, C, D, E, F, G, K, P, R British Land Co Plc AGM 12/07/16 A, B, C, D, E, F, G, L, O, P, Q, R Intermediate Capital Group Plc AGM 12/07/16 A, B, C, D, E, F, G, P, R, S, Approve share consolidation Johnson Matthey Plc AGM 12/07/16 A, B, C, D, E, F, G, O, P, R Plc AGM 12/07/16 A, B, C, D, E, F, G, K, O, P R –Voted against in line with ISS recommendation. SABMiller Plc AGM 12/07/16 A, B, C, D, E, F, G, P R – Voted against, contrary to ISS recommendation to abstain. Severn Trent Plc AGM 12/07/16 A, B, C, D, E, F, G, K, O, P, R Tate & Lyle Plc AGM 12/07/16 A, B, C, D, E, F, G, O, P, R Group Plc AGM 13/07/16 A, B, C, D, E, F, G, O, P R – Voted against in line with ISS recommendation. Land Securities Group Plc AGM 13/07/16 A, B, C, D, E, F, G, O, R Experian Plc AGM 14/07/16 A, C, D, E, F, G, R

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

TalkTalk Telecom Group Plc AGM 14/07/16 A, B, C, D, E, F, G, P, R C x 2 – Voted against in line with ISS recommendation. C – Voted in favour, contrary to ISS recommendation to abstain. Montanaro UK Smaller AGM 18/07/16 A, B, C, D, E, F, G, P, R, Issue shares held in Companies Investment Trust Plc treasury at a discount to net asset value National Grid Plc AGM 18/07/16 A, B, C, D, E, F, G, O, P, R United Utilities Group Plc AGM 18/07/16 A, B, C, D, E, F, G, O, P, R Montanaro European Smaller AGM 19/07/16 A, B, C, D, E, F, G, R Companies Trust Plc Vodafone Group Plc AGM 25/07/16 A, B, C, D, E, F, G, O, P, R WS Atkins Plc AGM 27/07/16 A, B, C, D, E, F, G, H, L, O, P, Q, R, S Auditor remuneration – Voted in favour, contrary to ISS recommendation to abstain. Hayward Tyler Group Plc AGM 29/07/16 A, B, D, F C – Voted against in line with ISS recommendation. C – Voted against, contrary to ISS recommendation to abstain. Bioscience Investment Trust AGM 01/08/16 Receive account of liquidator’s acts and dealings relating to winding up Vedanta Resources Plc AGM 01/08/16 A, B, C, D, E, F, G, L, P, R C x 2 – Voted against in line with ISS recommendation. ARM Holdings Plc OGM 23/08/16 T ARM Holdings Plc Court 23/08/16 N Meeting Group Plc AGM 23/08/16 A, B, C, D, E, F, G, O, P, R Sophos Group Plc AGM 23/08/16 A, B, C, D, E, F, G, L, O, P Q, R – Voted against in line with ISS recommendation. Consort Medical Plc AGM 24/08/16 A, B, C, D, E, F, G, P, R Imagination Technologies Group AGM 24/08/16 A, C, D, E, F, G, K, L, P, Q, R Plc Matchtech Group Plc AGM 24/08/16 Approve name change Vedanta Resources Plc OGM 24/08/16 Approve merger BCA Marketplace Plc AGM 26/08/16 A, B, C, D, E, F, G, P, R Q – Voted against in line with ISS recommendation. C – Voted in favour, contrary to ISS recommendation to abstain. Plc AGM 26/08/16 A, C, D, E, F, G, L, P, R C – Voted in favour, contrary to ISS recommendation to vote against. BAPIML believes that whilst ISS may be correct, technically, in considering Mr Condella non-independent, in effect he is independent of the newly merged corporate entity. Plc AGM 02/09/16 A, B, C, D, E, F, G, L, O, P, Q, R Plc AGM 06/09/16 A, B, C, D, E, F, G, P, R Diageo Plc AGM 13/09/16 A, B, C, D, E, F, G, O, R NCC Group Plc AGM 13/09/16 A, B, C, D, E, F, G, L, P, R International Plc AGM 14/09/16 A, B, C, D, E, F, G, P, Q, R SABMiller Plc OGM 14/09/16 T – Voted against, contrary to ISS recommendation to vote in favour. BAPIML believes the structure of the transaction treats minority investors unfairly. 6

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

SABMiller Plc Court 14/09/16 N – Voted against, contrary to ISS recommendation to vote in favour. BAPIML believes the structure of the transaction treats minority investors unfairly. Henderson Smaller Companies AGM 19/09/16 A, B, C, D, E, F, G, R, Authorise continuation of Investment Trust Plc company as investment trust Infrastructure India Plc AGM 19/09/16 A, C, D, R C – Voted in favour, contrary to ISS recommendation to vote against. Not in shareholders’ interest to vote against, ISS stance has misunderstood director’s position. Informa Plc OGM 04/10/16 T BHP Billiton Plc AGM 11/10/16 A, C, D, E, F, G, L, R JP Morgan Mid Cap Investment AGM 20/10/16 A, B, C, D, E, F, G, R Trust Plc Walker Greenbank Plc OGM 20/10/16 E, F Esure Group Plc OGM 25/10/16 Approve demerger Approve restructuring award plan – Voted against in line with ISS recommendation. Ricardo Plc AGM 28/10/16 A, B, C, D, E, F, G, L, P, R AGM 01/11/16 A, B, C, D, E, F, G, L, O, P, R J D Wetherspoon Plc OGM 01/11/16 Approve waiver on tender-bid requirement – Voted in favour, contrary to ISS recommendation to vote against. It is not in shareholders’ interests to block the waiver. Plc AGM 08/11/16 A, B, C, D, E, F, G, P, R AGM 08/11/16 A, B, C, D, E, F, G, K, P, Q, R Jupiter US Smaller Companies AGM 08/11/16 A, C, D, E, F, G, P, R Plc Smiths Group Plc AGM 08/11/16 A, B, C, D, E, F, G, O, P, R J D Wetherspoon Plc AGM 09/11/16 A, B, C, D, E, F, G, P, R, Approve long-term C x 2 – Voted against in line with ISS service payment recommendation. Approve revised deferred bonus scheme payments – Voted in favour, contrary to ISS recommendation to vote against. BAPIML agree with management’s assertion that removing exceptional gains and losses on property disposals from the scheme is a positive move, as their inclusion might otherwise influence management’s decision making with regard to the timely disposal of properties. Plc AGM 14/11/16 A, B, C, D, E, F, G, P, R Kier Group Plc AGM 14/11/16 A, B, C, D, E, F, G, P, R Plc AGM 14/11/16 A, C, D, E, F, G, P, R Aberdeen Asian Smaller AGM 23/11/16 A, B, C, D, E, F, G, P, R, Amend company’s Companies Investment Trust investment objective and policy Wolseley Plc AGM 23/11/16 A, C, D, E, F, G, O, R Gattaca Plc AGM 29/11/16 A, B, C, D, E, F, G, L, R C – Voted against in line with ISS recommendation. JRP Group Plc OGM 29/11/16 E, F, G, O Plc AGM 01/12/16 A, B, C, D, E, F, G, L, P, R, Approve sale of property Riverstone Energy EGM 01/12/16 Amend company’s investment policy 7

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

Euromoney Institutional Investor OGM 19/12/16 Approve related party transaction, Approve the Plc buyback agreement Debenhams Plc AGM 04/01/17 A, B, C, D, E, F, G, P, R Domino’s Pizza Group Plc OGM 04/01/17 B Euromoney Institutional Investor AGM 17/01/17 A, B, C, D, E, F, G, P C x 4, R – Voted against in line with ISS Plc recommendation. Marston’s Plc AGM 17/01/17 A, B, C, D, E, F, G, K, L, P, Q, R McCarthy & Stone Plc AGM 17/01/17 A, B, C, D, E, F, G, O, P, Q, R Aberdeen Asset Management Plc AGM 25/01/17 A, B, C, D, E, F, G, O, P, Q, R Schroder UK Mid Cap Fund Plc AGM 25/01/17 A, B, C, D, E, F, G, Q, R Imperial Brands Plc AGM 26/01/17 A, B, C, D, E, F, G, K, O, P, R Q – Voted against in line with ISS recommendation. This item was removed from ballot by management after discussion with shareholders. However, Broadridge did not have enough time before vote deadline to revise ballot. Compass Group Plc AGM 27/01/17 A, B, C, D, E, F, G, O, P, R, Approve increase in C – Voted against in line with ISS recommendation. limit on aggregate remuneration of non- executive directors Enterprise Inns Plc AGM 02/02/17 A, C, D, E, F, G, P, R Paragon Group of Companies AGM 02/02/17 A, B, C, D, E, F, G, L, P, Q, R, Remove the ratio Plc to the fixed and variable components of remuneration AGM 03/02/17 A, B, C, D, E, F, G, P, R Thomas Cook Group Plc AGM 03/02/17 A, B, C, D, E, F, L, O, P, Q, R L – Voted in favour, contrary to ISS recommendation to vote against. Whilst BAPIML understand ISS’s concerns about the plan, we believe that the safeguards around not duplicating payments from the PSP, retesting and clawback mitigate these, and that the maximum award of 225% is not unusual or significantly out of line with market practice. Plc OGM 21/02/17 G, Approve change of company’s investment G, Approve related party transaction with Elliot – mandate Voted in favour, contrary to ISS recommendation to vote against - Whilst understanding the ISS view on the apparent preferential treatment of one major shareholder (Elliot), BAPIML nevertheless believes that it is in shareholders’ best interests to facilitate the withdrawal of Elliot from the share register. Also, given that remaining shareholders are able to tender shares through the on-going buyback programme, on pretty much the same terms as Elliot are being offered, they are not, at present, being disadvantaged relative to Elliot. Sage Group Plc AGM 22/02/17 A, B, C, D, E, F, G, P, R Dunelm Group Plc OGM 01/03/17 Approve matters relating to distribution SSP Group Plc AGM 07/03/17 A, B, C, D, E, F, G, O, P, R Holdings Plc AGM 15/03/17 A, B, C, D, E, F, G, P, Q R – Voted against in line with ISS recommendation.

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

Carnival Plc AGM 30/03/17 A, C, D, E, F, G, Q, R, Advisory vote to ratify named executive officers’ compensation, Advisory vote on say on pay frequency Smith & Nephew Plc AGM 30/03/17 A, B, C, D, E, F, G, P, Q, R Tullow Oil Plc OGM 30/03/17 E, F

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