CORPORATE GOVERNANCE – UK

1st April 2014 to 31st March 2015

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

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

F&C US Smaller Companies Plc OGM 02/04/14 M Porvair Plc AGM 02/04/14 A, B, C, D, E, F, G, L, P R – Voted against in line with ISS recommendation. Smith & Nephew Plc AGM 03/04/14 A, B, C, D, E, F, G, P, Q, R BP Plc AGM 07/04/14 A, C, D, E, F, G, L, P, Q, R R – Voted in favour, contrary to ISS recommendation to abstain. Item to which lack of disclosure relates is deemed to be acceptable in this instance. Plc AGM 09/04/14 A, B, C, D, E, F, G, P, Q, R, Approve potential termination benefits Carnival Plc AGM 10/04/14 A, C, D, E, F, G, L Q, R, Advisory vote to approve compensation of the named executive officers – Voted against in line with ISS recommendation. Dialight Plc AGM 10/04/14 A, B, C, D, E, F, G, L, O, P, Q, R AGM 10/04/14 A, B, C, D, E, F, G, L, P, Q, R Persimmon Plc AGM 10/04/14 A, C, D, E, F, G, P, Q, R, Approve purchase of two properties by Director, Approve return of capital Taylor Wimpey Plc AGM 10/04/14 A, B, C, D, E, F, G, O, P, Q, R 1

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

Drax Group Plc AGM 15/04/14 A, B, C, D, E, F, G, O, P Q – Voted against, contrary to ISS recommendation to abstain. Deemed to be excessive. R – Voted against in line with ISS recommendation. Essentra Plc AGM 15/04/14 A, B, C, D, E, F, G, L, P, Q, R AGM 16/04/14 A, B, C, D, E, F, G, L, P, Q, R AstraZeneca Plc AGM 16/04/14 A, B, C, D, E, F, G, L, O, P Director - Voted in favour, contrary to ISS recommendation to vote against. More information required to assess whether director had extenuating circumstances. Q – Voted against, contrary to ISS recommendation to abstain. Deemed to be excessive. R – Voted against in line with ISS recommendation. Barclays Plc AGM 16/04/14 A, C, D, E, F, G, O, P, Q, R R – Voted in favour, contrary to ISS recommendation to abstain. Decreased bonus pool isn’t ideal, after meeting with chairman of remuneration committee decided on balance to support efforts to rebuild banks profitability. Cobham Plc AGM 16/04/14 A, B, C, D, E, F, G, L, P, Q, R Reed Elsevier Plc AGM 16/04/14 A, B, C, D, E, F, G, P, Q, R Senior Plc AGM 16/04/14 A, B, C, D, E, F, G, L, P, Q, R Spectris Plc AGM 16/04/14 A, B, C, D, E, F, G, L, P, Q, R Jardine Lloyd Thompson Group Plc AGM 17/04/14 A, B, C, D, E, F, G, P, Q, R Director x 2 – Voted against in line with ISS recommendation AGA Rangemaster Group Plc AGM 23/04/14 A, C, D, E, F, P, Q, R ARM Holdings Plc AGM 23/04/14 A, B, C, D, E, F, G, P, Q, R Aviva Plc AGM 23/04/14 A, B, C, D, E, F, G, O, P, Q, R British American Tobacco Plc AGM 23/04/14 A, B, C, D, E, F, G, O, P, Q, R Capital & Counties Properties Plc AGM 23/04/14 A, B, C, D, E, F, G, P Q, R – voted against in line with ISS recommendation. GKN Plc AGM 23/04/14 A, B, C, D, E, F, G, O, P, Q, R Greggs Plc AGM 23/04/14 A, B, C, D, E, F, G, L, P, Q, R Henderson Group Plc AGM 23/04/14 A, B, C, D, E, F, G, K, L, Q R – Voted against in line with ISS recommendation. Rolls-Royce Holdings Plc AGM 23/04/14 A, B, C, E, F, G, L, Q, R RPS Group Plc AGM 23/04/14 A, B, C, D, E, F, G, L, P, Q, R Schroders Plc AGM 23/04/14 A, B, C, D, E, G, P, R Q – Voted in favour, contrary to ISS recommendation to vote against. Company needs flexibility to reward fund managers in line with their performance. SDL Plc AGM 23/04/14 A, C, D, E, F, L, P Director - Voted in favour, contrary to ISS recommendation to abstain. Not in shareholders’ interests to abstain on re-election of founder CEO. Synthomer Plc AGM 23/04/14 A, B, C, D, E, F, G, P, Q, R Plc AGM 23/04/14 A, B, C, D, E, F, G, P, Q, R 2

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

Ultra Electronics Holdings Plc AGM 23/04/14 A, B, C, D, E, F, G, P, Q, R Plc AGM 23/04/14 A, B, C, D, E, F, G, K, L, P, Q, R Wolfson Microelectronics Plc AGM 23/04/14 A, C, D, E, F, G, P L, Q – Voted against in line with ISS recommendation. Salamander Energy Plc AGM 28/04/14 A, C, D, E, F, G, O, P, Q R – Voted against, contrary to ISS recommendation to abstain. Deemed to be excessive. BBA Aviation Plc AGM 30/04/14 A, B, C, D, E, F, G, L, P, Q, R CRH Plc AGM 30/04/14 A, B, C, D, E, F, G, L, Q, R, Repurchase/reissuance of treasury shares GlaxoSmithKline Plc AGM 30/04/14 A, C, D, E, F, G, H, O, P, Q, R, Approve exemption of the names of the senior statutory auditor in published copies of auditor’s reports Ladbrokes Plc AGM 30/04/14 A, B, C, D, E, F, G, O, P, Q, R Meggit Plc AGM 30/04/14 A, B, C, D, E, F, G, L, O, P, Q, R Ocado Group Plc AGM 30/04/14 A, C, D, E, F, G, O, P, Q Director x 2, L, R – Voted against in line with ISS recommendation. Reckitt Benckiser Group Plc AGM 30/04/14 A, B, C, D, E, F, G, O, P, Q R – Voted in favour, contrary to ISS recommendation to abstain. Company has made improvements to the report since 2013 and has promised to make further improvements in 2014 on bonus disclosure. The chair of the remuneration committee is also set to change. Howden Joinery Group Plc AGM 01/05/14 A, B, C, D, E, F, G, K, O, P, Q, R IMI Plc AGM 01/05/14 A, B, C, D, E, F, G, O, P, Q, R Man Group Plc AGM 01/05/14 A, B, C, D, E, F, G, L, P, Q, R R – Voted in favour, contrary to ISS recommendation to abstain. Whilst not ideal, evidence that policy is moving in the right direction warrants a vote in favour on this occasion. Morgan Advanced Materials Plc AGM 01/05/14 A, B, C, D, E, F, G, L, O, Q, R RSA Insurance Group Plc AGM 01/05/14 A, B, C, D, E, F, G, K, L, O, P, Q, R, Share consolidation Standard Chartered Plc AGM 01/05/14 A, B, C, D, E, F, G, P, Q, Approve R – Voted against in line with ISS disapplication of shareholding recommendation. qualifications in relation to Dr Kurt Campbell William Hill Plc AGM 01/05/14 A, B, C, D, E, F, G, L, P, Q, R Candover Investments Plc AGM 06/05/14 A, C, D, E, F, G, P, Q, R Plc AGM 06/05/14 A, B, C, D, E, F, G, O, P, Q, R BG Group Plc AGM 07/05/14 A, B, C, D, E, F, G, O, P, Q R – Voted against in line with ISS recommendation. Esure Group Plc AGM 07/05/14 A, B, C, D, E, F, G, O, Q, R, Approve waiver on tender-bid requirement IP Group Plc AGM 07/05/14 A, C, D, E, F, G, L, O, P, Q, R Melrose Industries Plc AGM 07/05/14 A, B, C, D, E, F, G, P, Q R – Voted against in line with ISS recommendation.

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

National Express Group Plc AGM 07/05/14 A, B, C, D, E, F, G, O, P Q – Voted against, contrary to ISS recommendation to abstain. Deemed to be excessive. R, SP: H – Voted against in line with ISS recommendation. Next Plc AGM 07/05/14 A, B, C, D, E, F, G, P, Q, R Plc AGM 07/05/14 A, C, D, E, F, G, L, O, Q, R Sportech Plc AGM 07/05/14 A, C, E, F, G, P, Q, R D – Voted in favour, contrary to ISS recommendation to vote against. Not in shareholders’ best interests to block auditor appointment. Standard Life Plc AGM 07/05/14 A, B, C, D, E, F, G, L, O, P, Q, R Unilever Plc AGM 07/05/14 A, C, D, E, F, G, O, P, Q, R Balfour Beatty Plc AGM 08/05/14 A, B, C, D, E, F, G, O, P, Q, R Chime Communications Plc AGM 08/05/14 A, B, C, D, E, F, G, P, Q, R Dunedin Enterprise Investment Trust Plc AGM 08/05/14 A, B, C, D, E, F, G, P, Q, R, Approve tender offer ITV Plc AGM 08/05/14 A, B, C, D, E, F, G, L, O, P, Q R – Voted in favour, contrary to ISS recommendation to vote against. Whilst not ideal, companies’ long-term good performance warrants a vote in favour on this occasion. Plc AGM 08/05/14 A, B, C, D, E, F, G, P, Q, R Lloyds Banking Group Plc AGM 08/05/14 A, B, C, D, E, F, G, K, P, Approve related R – Voted against in line with ISS party transaction recommendation. LMS Capital Plc AGM 08/05/14 A, C, D, P, R Q – Voted against in line with ISS recommendation. Marshalls Plc AGM 08/05/14 A, B, C, D, E, F, G, L, P, Q, R Plc AGM 08/05/14 A, B, C, D, E, F, G, P, Q, R Prudential Plc AGM 08/05/14 A, B, C, D, E, F, G, O, Q, R Rathbone Brothers Plc AGM 08/05/14 A, B, C, D, E, F, G, O, P, Approve variable R – Voted against in line with ISS remuneration cap recommendation. Q – Voted in favour, contrary to ISS recommendation to abstain. Remuneration committee requires flexibility to offer attractive compensation packages. Riverstone Energy Ltd AGM 08/05/14 A, C, D, F Vesuvius Plc AGM 08/05/14 A, B, C, D, E, F, G, O, P, Q, R Alent Plc AGM 12/05/14 A, B, C, D, E, F, G, O, P, Q, R Brammer Plc AGM 12/05/14 A, B, C, D, E, F, G, P, Q, R Director – Voted against in line with ISS recommendation. Derwent Plc AGM 12/05/14 A, B, C, D, E, F, G, L, P, Q, R Inchcape Plc AGM 12/05/14 A, B, C, D, E, F, G, L, P, Q, R Kentz Corporation Ltd AGM 12/05/14 A, B, C, D, F, G, K, Repurchase/reissuance Q, R – voted against in line with ISS of treasury shares recommendation. RPC Group Plc OGM 12/05/14 T

4

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

SIG Plc AGM 12/05/14 A, B, C, D, E, F, G, L, Q, R Amlin Plc AGM 14/05/14 A, B, C, D, E, F, G, O, P, Q, R

CSR Plc AGM 14/05/14 A, B, C, D, E, F, G, O, P, Q, R

Glencore Xstrata Plc AGM 14/05/14 A, B, C, D, E, F, G, K, M, Q, R Hochschild Mining Plc AGM 14/05/14 A, C, D, E, F, G, L, P, Q R – Voted against in line with ISS recommendation. Legal & General Group Plc AGM 14/05/14 A, B, C, D, E, F, G, L, O, P, Q, R Plc AGM 14/05/14 A, C, D, E, F, G, O, P R – Voted against in line with ISS recommendation. Partnership Assurance Group Plc AGM 14/05/14 A, B, C, D, E, F, G, O, P, Q, R Regus Plc AGM 14/05/14 A, B, C, D, E, F, G, K, Q, R Approve waiver on tender-bid requirement x 2 - Voted against in line with ISS recommendation.

Skyepharma Plc AGM 14/05/14 A, C, D, E, F, G, L, P, Q, R

Spirax-Sarco Engineering Plc AGM 14/05/14 A, B, C, D, E, F, G, P, Q, R The Mercantile Investment Trust Plc AGM 14/05/14 A, B, C, D, E, F, G, Q, R UBM Plc AGM 14/05/14 A, B, C, D, E, F, G, K, L, P, Q, R LMS Capital Plc OGM 16/05/14 Approve tender offer, Approve related party transaction New Britain Palm Oil Ltd AGM 16/05/14 A, C, D, G

HSBC Holdings Plc AGM 19/05/14 A, C, D, E, F, G, P, Q, R, Approve variable

remuneration cap

Informa Plc AGM 19/05/14 A, C, D, E, F, G, Q, R

Informa Plc OGM 19/05/14 J, L, N, P Informa Plc Court 19/05/14 N Meeting SQS Software Quality Systems AG AGM 19/05/14 A, B, C, D, K, Elect supervisory board J – Voted in favour, contrary to ISS member recommendation to vote against. It would not be in shareholders’ interests to block such an issue of equity at this stage in the company’s development. Ocean Wilsons Holdings Ltd AGM 21/05/14 A, C, D, Ratify board actions Travis Perkins Plc AGM 21/05/14 A, B, C, D, E, F, L, P, Q, R Blackrock Smaller Companies Trust Plc AGM 03/06/14 A, B, C, D, E, F, G, K, Q, R

Graphite Enterprise Trust Plc AGM 03/06/14 A, B, C, D, E, F, G, P, Q, R, S

Hansteen Holdings Plc AGM 03/06/14 A, C, D, E, F, G, P, Q, R

Kingfisher Plc AGM 05/06/14 A, B, C, D, E, F, G, K, L, O, P, Q, R

SOCO International Plc AGM 05/06/14 A, C, D, E, F, G, P, R Director – Voted against in line with ISS recommendation. Q – Voted in favour, contrary to ISS recommendation to abstain. Tarsus Group Plc AGM 17/06/14 A, B, C, D, E, F, G, R, Repurchase Director, Q – Voted against in line with ISS /reissuance of treasury shares recommendation. Cobham Plc OGM 18/06/14 T

5

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

Montanaro European Smaller Companies AGM 18/06/14 A, B, C, D, E, F, G, Q, R Director – Voted in favour, contrary to ISS Trust Plc recommendation to abstain. Management contract changed in 2005, so the trust became an entirely new vehicle, therefore the length of board tenure is shorter than it appears. WPP Plc AGM 18/06/14 A, B, C, D, E, F, G, H, Q, R, S Booker Group Plc AGM 26/06/14 A, B, C, D, E, F, G, P, Q, R. Approve return of capital The Biotech Growth Trust Plc AGM 26/06/14 A, C, D, E, F, G, K, P, Q, R, S Marks and Spencer Group Plc AGM 27/06/14 A, B, C, D, E, F, G, O, P, Q, R BT Group Plc AGM 03/07/14 A, B, C, D, E, F, G, O, P, Q, R Burberry Group Plc AGM 03/07/14 A, B, C, D, E, F, G, L, O, P, Q R – Voted against in line with ISS recommendation. RPC Group Plc AGM 03/07/14 A, B, C, D, E, F, G ,P, Q, R Secure Trust Bank Plc OGM 03/07/14 G Walker Greenbank Plc AGM 03/07/14 A, B, C, D, E, F, G Workspace Group Plc AGM 03/07/14 A, B, C, D, E, F, G ,P, Q, R BTG Plc AGM 04/07/14 A, C, D, E, F, O, P, Q, R 3i Group Plc AGM 08/07/14 A, B, C, D, E, F, G, O, P, Q, R, Adopt revised investment policy Dixons Retail Plc Court 08/07/14 N Meeting Dixons Retail Plc OGM 08/07/14 Approve matters relating to merger Group Plc AGM 08/07/14 A, B, C, D, E, F, G, L, O, P, Q Director – Abstained in line with ISS recommendation. Director stepping down from board at AGM – the resolution will not be put to the meeting. R – Voted in favour, contrary to ISS recommendation to abstain. The company gives sufficient disclosure of bonuses, the EPS targets are considered adequate and the explanation for the CEO pay has been taken into account but will be monitored. Londonmetric Property Plc AGM 08/07/14 A, B, C, D, E, F, G, P, Q, R, S, Approve transfer of company’s category listing Montanaro European Smaller Companies AGM 11/07/14 A, D, K Trust Plc (UK Smaller Companies) Intermediate Capital Group Plc AGM 15/07/14 A, B, C, D, E, F, G, L, P, Q R – Voted in favour, contrary to ISS recommendation to abstain. Concerns with disclosure of performance objectives for executive directors. This is noted but BAPIML is satisfied that size of the incentive pool is driven by company performance. TalkTalk Telecom Group Plc AGM 15/07/14 A, B, C, D, E, F, G, P, Q, R Director – Voted against in line with ISS recommendation.

6

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

Advanced Computer Software Group Plc AGM 16/07/14 A, B, C, D, E, F, G, J R – Voted against in line with ISS recommendation. Director – Voted in favour, contrary to ISS recommendation to abstain. Chairman considered non-independent but his links to the CEO are of considerable value to this relatively immature business. Johnson Matthey Plc AGM 16/07/14 A, B, C, D, E, F, G, O, P, Q, R SABMiller Plc AGM 17/07/14 A, B, C, D, E, F, G, L, P, R Q – Voted in favour, contrary to ISS recommendation to abstain. Concern over threshold vesting levels for, and maximum levels of ESOP awards for CEO and other Executive Directors. Concerns are noted however other key elements of the remuneration policy are in line with UK market practice. Montanaro UK Smaller Companies AGM 22/07/14 A, B, C, D, E, F, G, P, Q, R Investment Trust Plc AGM 22/07/14 A, B, C, D, E, F, G, L, P, Q, R Vodafone Group Plc AGM 22/07/14 A, B, C, D, E, F, G, L, O, P, Q, R WS Atkins Plc AGM 22/07/14 A, B, C, D, E, F, G, H, O, P, Q, R

Hayward Tyler Group Plc AGM 23/07/14 A, B, C, D, F Director – Voted in favour, contrary to ISS

recommendation to abstain.

L – Voted in favour, contrary to ISS

recommendation to vote against. Company is

small, growing and has had significant

restructuring. At this stage of development it is not

in shareholders’ interests to vote against either

resolution.

Vedanta Resources Plc AGM 23/07/14 A, B, C, D, E, F, G, L, P, Q R – Voted against in line with ISS

recommendation.

Investec Plc AGM 29/07/14 A, B, C, D, E, G, H, L, O, R, Authorise Director x 5, Q – Voted against in line with ISS

board to ratify and execute approved recommendation.

resolutions, Approve financial assistance to Director – Abstained in line with ISS

subsidiaries and directors recommendation. Director stepping down at

AGM – Resolution will not be put to the meeting.

Majestic Wine Plc AGM 29/07/14 A, B, C, D, E, F, G, Q, R

Infrastructure India Plc EGM 04/08/14 F, J F – Voted in favour, contrary to ISS recommendation to vote against. In light of company's need for funding, it would not be in shareholder's interests to vote against. Ashtead Group Plc AGM 27/08/14 A, B, C, D, E, F, G, P, Q L - Voted in favour, contrary to ISS recommendation to abstain. BAPIML does not oppose the increase in maximum award potential under the Performance Share Plan as the company has indicated they will be communicating with shareholders regarding the performance targets. R - Voted against in line with ISS recommendation.

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

Consort Medical Plc AGM 27/08/14 A, B, C, D, E, F, G, P, Q, R Man Group Plc OGM 27/08/14 T London Stock Exchange Group Plc OGM 02/09/14 T Lonmin Plc OGM 02/09/14 E, F Pets at Home Group Plc AGM 02/09/14 A, C, D, E, F, G, O, P, Q, R Diageo Plc AGM 10/09/14 A, B, C, D, E, F, G, L, O, Q, R NCC Group Plc AGM 10/09/14 A, B, C, D, E, F, G, L, P, Q, R Director – Voted against, contrary to ISS recommendation to abstain. Chairman served for 15 years so classed as non-independent. Compromises majority independence of nomination and remuneration committees. Imagination Technologies Group Plc AGM 15/09/14 A, C, D, E, F, G, P, Q, R SOCO International Plc OGM 16/09/14 K Alent Plc OGM 19/09/14 G, Approve share consolidation Micro Focus International Plc AGM 19/09/14 A, B, C, D, E, F, G, L, P, Q R – Voted in favour, contrary to ISS recommendation to vote against. KL has done an excellent job, since stepping into the CEO role, of reinvigorating the Microfocus business and improving shareholder returns. As a result, the business has grown considerably and his remuneration is now out of line. It is in shareholders’ interests to ensure KL is retained. Standard Life UK Smaller Companies AGM 30/09/14 A, B, C, D, E, F, G, P, Q, R, Approve tender Trust Plc offer Consort Medical Plc OGM 09/10/14 F, G, T BHP Billiton Plc AGM 14/10/14 A, C, D, E, F, G, L, Q, R, Potential SP: C – Voted against in line with ISS termination benefits recommendation. Balfour Beatty Plc OGM 20/10/14 Approve related party transaction Micro Focus International Plc OGM 20/10/14 E, F, K, T, Approve waiver on tender-bid Q – Voted against in line with ISS requirement, Share issuance, Approve recommendation. return of capital Ricardo Plc AGM 20/10/14 A, B, C, D, E, F, G, K, L, P, Q, R Tui Travel Court 22/10/14 N – Voted in favour, contrary to ISS Meeting recommendation to vote against. BAPIML’s view is that the benefits to this merger do outweigh the less desirable aspects. Tui Travel OGM 22/10/14 N – Voted in favour, contrary to ISS recommendation to vote against. BAPIML’s view is that the benefits to this merger do outweigh the less desirable aspects. Infrastructure India Plc AGM 30/10/14 A, C, D, S C – Voted in favour, contrary to ISS recommendation to abstain. BAPIML views the situation as sub-optimal, but Mr Tribone, through his links to the main shareholder and funding partner, is crucial to the continuation of the fund.

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

Dunelm Group Plc AGM 04/11/14 A, B, C, D, E, F, G, K, L, P, Q, R Approve tender-bid requirement – Voted in favour, contrary to ISS recommendation to vote against. Lack of research by ISS. The Adderley family founded the business, floated it, and have sold further tranches of stock. The flotation has been a resounding success. Hays Plc AGM 04/11/14 A, B, C, D, E, F, G, O, P, Q, R J D Weatherspoon Plc AGM 04/11/14 A, B, C, D, E, F, G, P, Q, R Kier Group Plc AGM 04/11/14 A, B, C, D, E, F, G, P, Q, R Genus Plc AGM 10/11/14 A, B, C, D, E, F, G, L, P, Q, R Jupiter US Smaller Companies Plc AGM 10/11/14 A, C, D, E, F, G, K, P, Q, R, Approve C – Voted against in line with ISS continuation of company as investment recommendation. trust Matchtech Group Plc AGM 10/11/14 A, B, C, D, E, F, G Amlin Plc OGM 12/11/14 L, Q Close Brothers Group Plc AGM 12/11/14 A, B, C, D, E, F, G, L, P, Q, R Pantheon International Participations Plc AGM 12/11/14 A, C, D, E, F, G, P, Q, R Smiths Group Plc AGM 12/11/14 A, B, C, D, E, F, G, L, O, P, Q, R UBM Plc OGM 17/11/14 E, F, T Wolseley Plc AGM 17/11/14 A, B, C, D, E, F, G, O, Q, R Aberdeen Asian Smaller Companies AGM 19/11/14 A, B, C, D, E, F, G, K, P, Q, R Investments Trust CSR Plc OGM 19/11/14 N CSR Plc Court 19/11/14 N Meeting Altus Resource Capital Ltd AGM 25/11/14 A, D, G, Approve continuation of company as investment trust Debenhams Plc AGM 25/11/14 A, B, C, D, E, F, G, P, Q, R Reckitt Benckiser Group Plc OGM 25/11/14 Approve demerger Bellway Plc AGM 03/12/14 A, B, C, D, E, F, G, L, P, Q, R GlaxoSmithKline Plc OGM 04/12/14 Approve related party transaction RPC Group Plc OGM 09/12/14 E, T Hochschild Mining Plc EGM 17/12/14 L x 2 – Voted against in line with ISS recommendation. Fenner Plc AGM 05/01/15 A, B, C, D, E, F, G, L, P, Q, R Marston’s Plc AGM 13/01/15 A, B, C, D, E, F, G, P, R Euromoney Institutional Investor Plc AGM 21/01/15 A, B, C, D, E, F, G, P, R C – Voted in favour, contrary to ISS recommendation to vote against. The structure of executive chairman plus an MD has worked well for the business and there appears to be no benefit to shareholders in blocking Richard Ensor’s re- election. C x 4, Q – Voted against in line with ISS recommendation. Imperial Tobacco Group Plc AGM 21/01/15 A, B, C, D, E, F, G, O, P, Q, R Imperial Tobacco Group Plc OGM 21/01/15 T Lonmin Plc AGM 21/01/15 A, C, D, E, G, I, L, P, Q, R Schroder UK Mid Cap Fund Plc AGM 21/01/15 A, B, C, D, E, F, G, R 9

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

Aberdeen Asset Management Plc AGM 27/01/15 A, B, C, D, E, F, G, O, P, R Compass Group Plc AGM 27/01/15 A, B, C, D, E, F, G, L, O, P, Q, R Tui AG AGM 27/01/15 A, B, D, G, Approve discharge of board members, Elect supervisory board member, Approve affiliation agreements Ophir Energy Plc OGM 02/02/15 T Shaftesbury Plc AGM 02/02/15 A, B, C, D, E, F, G, P, R Paragon Group of Companies Plc AGM 05/02/15 A, B, C, D, E, F, G, K, P, R, Approve Auditor remuneration – Voted in favour, variable remuneration cap contrary to ISS recommendation to abstain. Paragon has justified the need for non-audit services. Melrose Industries Plc OGM 10/02/15 Approve return of capital Thomas Cook Group Plc AGM 10/02/15 A, C, D, E, F, O, P, R Aberforth Smaller Companies Trust Plc AGM 19/02/15 A, B, C, D, G, R Dunelm Group Plc OGM 19/02/15 Approve return of capital

Crest Nicholson Holdings Plc AGM 10/03/15 A, B, C, D, E, F, G, P, R

CRH Plc EGM 10/03/15 T

Domino Printing Sciences Plc AGM 10/03/15 A, B, C, D, E, F, G, I, P, Q, R

Aviva Plc OGM 19/03/15 G, T IP Group Plc OGM 20/03/15 E, F, Approve capital raising The Biotech Growth Trust Plc OGM 24/03/15 Approve change of investment policy Serco Group Plc OGM 24/03/15 E Allianz Technology Trust Plc AGM 31/03/15 A, C, D, E, G, K, R, Sell treasury shares for F – Voted against in line with ISS cash recommendation. Porvair Plc AGM 31/03/15 A, B, C, D, E, F, G, P, R, Approve employee Q – Voted against in line with ISS benefit trust recommendation. Carnival Plc AGM 31/03/15 A, C, D, E, F, G, R, Approve compensation of named executive officers

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