Vote Summary Report Date Range Covered: 07/01/2020 to 09/30/2020

SPMS Stichting Pensioenfonds Medisch Specialisten

All Votes

01/07/2020 to 30/09/2020

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

ABIOMED, Inc.

Meeting Date: 08/12/2020 Country: USA Meeting Type: Annual Ticker: ABMD

Primary ISIN: US0036541003 Primary SEDOL: 2003698

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Dorothy E. Puhy Mgmt For Withhold

1.2 Elect Director Paul G. Thomas Mgmt For For

1.3 Elect Director Christopher D. Van Gorder Mgmt For For

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: Severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.Furthermore, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.Moreover, incentive awards to executives should include robust performance targets that reward strong performance and drive shareholder value over a sufficiently long period of time defined as at least three years.

3 Ratify Deloitte & Touche LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

Acorda Therapeutics, Inc.

Meeting Date: 08/28/2020 Country: USA Meeting Type: Special Ticker: ACOR

Primary ISIN: US00484M1062 Primary SEDOL: 2925844

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Increase Authorized Common Stock Mgmt For For

2 Approve Reverse Stock Split Mgmt For For

3 Adjourn Meeting Mgmt For For

Page 1 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020 adidas AG

Meeting Date: 08/11/2020 Country: Germany Meeting Type: Annual Ticker: ADS

Primary ISIN: DE000A1EWWW0 Primary SEDOL: 4031976

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Receive Financial Statements and Statutory Mgmt Reports for Fiscal 2019 (Non-Voting)

2 Approve Allocation of Income and Omission of Mgmt For For Dividends

3 Approve Discharge of Management Board for Mgmt For For Fiscal 2019

4 Approve Discharge of Supervisory Board for Mgmt For Against Fiscal 2019 Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.

5 Amend Articles Re: Electronic Participation Mgmt For For

6 Elect Christian Klein to the Supervisory Board Mgmt For For

7 Ratify KPMG AG as Auditors for Fiscal 2020 Mgmt For Against

Voter Rationale: Companies that have had the same auditor for a long period of time should consider a plan or tender process for bringing in a new auditing firm, ideally every 10 years.

Advanced Disposal Services, Inc.

Meeting Date: 08/25/2020 Country: USA Meeting Type: Special Ticker: ADSW

Primary ISIN: US00790X1019 Primary SEDOL: BYMM8B8

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Merger Agreement Mgmt For For

2 Advisory Vote on Golden Parachutes Mgmt For Against

Voter Rationale: Severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.Also, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.In addition, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.

3 Adjourn Meeting Mgmt For For

Page 2 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

Advanced Drainage Systems, Inc.

Meeting Date: 07/23/2020 Country: USA Meeting Type: Annual Ticker: WMS

Primary ISIN: US00790R1041 Primary SEDOL: BP7RS59

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director D. Scott Barbour Mgmt For For

1b Elect Director Michael B. Coleman Mgmt For For

1c Elect Director Tanya D. Fratto Mgmt For For

1d Elect Director Carl A. Nelson, Jr. Mgmt For For

1e Elect Director Anesa T. Chaibi Mgmt For For

2 Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation

3 Ratify Deloitte & Touche LLP as Auditors Mgmt For For

4 Declassify the Board of Directors Mgmt For For

Voter Rationale: The decision to declassify the board is laudable. The annual election of directors provides greater board accountability to shareholders and is appreciated.

5 Eliminate Supermajority Vote Requirement to Mgmt For For Amend Certain Provisions of the Certificate of Incorporation Voter Rationale: Board efforts to reduce supermajority provisions are appreciated, as they create artificial barriers for shareholders. Majority voting should be sufficient to change policies.

AeroVironment, Inc.

Meeting Date: 09/25/2020 Country: USA Meeting Type: Annual Ticker: AVAV

Primary ISIN: US0080731088 Primary SEDOL: B1P5YY8

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Catharine Merigold Mgmt For For

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

1.2 Elect Director Wahid Nawabi Mgmt For For

1.3 Elect Director Stephen F. Page Mgmt For For

Page 3 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

AeroVironment, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

2 Ratify Deloitte & Touche LLP as Auditors Mgmt For For

Affimed NV

Meeting Date: 08/04/2020 Country: Netherlands Meeting Type: Annual Ticker: AFMD

Primary ISIN: NL0010872420 Primary SEDOL: BQQF5R2

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

Annual Meeting Agenda Mgmt

1 Open Meeting Mgmt

2 Receive Report of Management Board Mgmt (Non-Voting)

3 Adopt Financial Statements and Statutory Mgmt For For Reports

4 Approve Discharge of Management Board Mgmt For For

5 Approve Discharge of Supervisory Board Mgmt For For

6 Amend Remuneration Policy for Management Mgmt For Against Board Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Also, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.

7 Amend Remuneration Policy for Supervisory Mgmt For Against Board Voter Rationale: Variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.

8a Reelect Adi Hoess to Management Board Mgmt For For

8b Reelect Wolfgang Fischer to Management Board Mgmt For For

8c Elect Angus Smith to Management Board Mgmt For For

8d Elect Arndt Schottelius to Management Board Mgmt For For

Page 4 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

Affimed NV

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

8e Elect Andreas Harstrick to Management Board Mgmt For For

9a Reelect Thomas Hecht to Supervisory Board Mgmt For Against

Voter Rationale: The Company should put in place a policy to increase gender diversity on the board. Our expectation is that female directors should comprise at least 30% of the board.Moreover, he board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

9b Reelect Ferdinand Verdonck to Supervisory Mgmt For For Board

9c Elect Harry Welten to Supervisory Board Mgmt For For

9d Elect Annalisa Jenkins to Supervisory Board Mgmt For For

10 Ratify KPMG N.V. as Auditors Mgmt For For

11 Approve Abolishment of Cumulative Preference Mgmt For For Shares and Amend Articles of Association

12 Authorize Repurchase of Shares Mgmt For For

13 Other Business (Non-Voting) Mgmt

14 Close Meeting Mgmt

AgroFresh Solutions, Inc.

Meeting Date: 08/06/2020 Country: USA Meeting Type: Annual Ticker: AGFS

Primary ISIN: US00856G1094 Primary SEDOL: BZ0G154

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

If the Closing Has Not Occurred Prior to the Mgmt Annual Meeting, Elect Six Directors

1A.1 Elect Director Robert J. Campbell Mgmt For Against

Voter Rationale: Changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval

1A.2 Elect Director Jordi Ferre Mgmt For For

1A.3 Elect Director Denise L. Devine Mgmt For For

1A.4 Elect Director Macauley Whiting, Jr. Mgmt For For

1A.5 Elect Director Nance K. Dicciani Mgmt For For

Page 5 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

AgroFresh Solutions, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1A.6 Elect Director George Lobisser Mgmt For Against

Voter Rationale: Changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval

If the Closing Occurs Prior to the Annual Mgmt Meeting, Elect Eight Directors:

1B.1 Elect Director Robert J. Campbell Mgmt For Against

Voter Rationale: Changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval

1B.2 Elect Director Jordi Ferre Mgmt For For

1B.3 Elect Director Denise L. Devine Mgmt For For

1B.4 Elect Director Macauley Whiting, Jr. Mgmt For For

1B.5 Elect Director Nance K. Dicciani Mgmt For For

1B.6 Elect Director George Lobisser Mgmt For Against

Voter Rationale: Changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval

1B.7 Elect Director Kevin Schwartz Mgmt For For

1B.8 Elect Director Alexander Corbacho Mgmt For For

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.Also, severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.In addition, the remuneration committee should not allow vesting of incentive awards for below median performance as this is considered to be rewarding under performance of peers.Moreover, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

3 Advisory Vote on Say on Pay Frequency Mgmt Three Years One Year

4 Approve Issuance of Shares for a Private Mgmt For For Placement

5 Ratify Deloitte & Touche LLP as Auditors Mgmt For For

6 Adjourn Meeting Mgmt For Against

Voter Rationale: A vote AGAINST this proposal is warranted given that the proposals to elect directors Robert Campbell and George Lobisser does not warrant support.

Ai Holdings Corp.

Meeting Date: 09/25/2020 Country: Japan Meeting Type: Annual Ticker: 3076

Primary ISIN: JP3105090009 Primary SEDOL: B1TK201

Page 6 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

Ai Holdings Corp.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 23

2.1 Elect Director Sasaki, Hideyoshi Mgmt For Against

Voter Rationale: The board lacks sufficient diversity to meet our expectations.

2.2 Elect Director Arakawa, Yasutaka Mgmt For Against

Voter Rationale: The board lacks sufficient diversity to meet our expectations.

2.3 Elect Director Yoshida, Shuji Mgmt For For

2.4 Elect Director Miyama, Yuzo Mgmt For For

2.5 Elect Director Kawamoto, Hirotaka Mgmt For For

3 Appoint Alternate Statutory Auditor Naito, Mgmt For For Tsutomu

Ain Holdings, Inc.

Meeting Date: 07/30/2020 Country: Japan Meeting Type: Annual Ticker: 9627

Primary ISIN: JP3105250009 Primary SEDOL: 6249120

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 55

2.1 Elect Director Otani, Kiichi Mgmt For For

2.2 Elect Director Sakurai, Masahito Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.3 Elect Director Shudo, Shoichi Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.4 Elect Director Mizushima, Toshihide Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.5 Elect Director Oishi, Miya Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

Page 7 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

Ain Holdings, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

2.6 Elect Director Kimei, Rieko Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.7 Elect Director Awaji, Hidehiro Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.8 Elect Director Sakai, Masato Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.9 Elect Director Mori, Ko Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.

2.10 Elect Director Hamada, Yasuyuki Mgmt For For

2.11 Elect Director Endo, Noriko Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.12 Elect Director Ito, Junro Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

3.1 Appoint Statutory Auditor Kawamura, Koichi Mgmt For Against

Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.

3.2 Appoint Statutory Auditor Ibayashi, Akira Mgmt For Against

Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.

3.3 Appoint Statutory Auditor Muramatsu, Osamu Mgmt For Against

Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.

Alibaba Group Holding Limited

Meeting Date: 09/30/2020 Country: Cayman Islands Meeting Type: Annual Ticker: 9988

Primary ISIN: KYG017191142 Primary SEDOL: BK6YZP5

Page 8 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

Alibaba Group Holding Limited

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Amend Articles of Association Mgmt For For

2.1 Elect Maggie Wei Wu as Director Mgmt For For

2.2 Elect Kabir Misra as Director Mgmt For Against

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.

2.3 Elect Walter Teh Ming Kwauk as Director Mgmt For Against

3 Ratify PricewaterhouseCoopers as Auditors Mgmt For Against

Voter Rationale: The company has engaged the same audit firm for more than 20 years. There is value for investors in gaining new perspectives on finances and controls. Companies that have had the same auditor for a long period of time should consider a plan or tender process for bringing in a new auditing firm, ideally every 10 years.

Alibaba Group Holding Limited

Meeting Date: 09/30/2020 Country: Cayman Islands Meeting Type: Annual Ticker: 9988

Primary ISIN: KYG017191142 Primary SEDOL: BK6YZP5

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

Meeting for ADR Holders Mgmt

1 Amend Articles of Association Mgmt For For

2.1 Elect Maggie Wei Wu as Director Mgmt For For

2.2 Elect Kabir Misra as Director Mgmt For Against

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.

2.3 Elect Walter Teh Ming Kwauk as Director Mgmt For Against

3 Ratify PricewaterhouseCoopers as Auditors Mgmt For Against

Page 9 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

Allegiant Travel Company

Meeting Date: 08/04/2020 Country: USA Meeting Type: Annual Ticker: ALGT

Primary ISIN: US01748X1028 Primary SEDOL: B15M2C3

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1A Elect Director Maurice J. Gallagher, Jr. Mgmt For For

1B Elect Director Montie Brewer Mgmt For For

1C Elect Director Gary Ellmer Mgmt For For

1D Elect Director Ponder Harrison Mgmt For Against

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.

1E Elect Director Linda A. Marvin Mgmt For Against

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Furthermore, former employees or company founders are not sufficiently independent to serve on key board committees.Moreover, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

1F Elect Director Charles W. Pollard Mgmt For For

1G Elect Director John Redmond Mgmt For For

3 Ratify KPMG LLP as Auditors Mgmt For For

4 Reduce Ownership Threshold for Shareholders SH Against For to Call Special Meeting Voter Rationale: Holders of significant share capital should be entitled to call a special meeting. A total holding requirement of 5% is a suitable threshold to prevent abuse.

Almirall SA

Meeting Date: 07/24/2020 Country: Spain Meeting Type: Annual Ticker: ALM

Primary ISIN: ES0157097017 Primary SEDOL: B1YY662

Page 10 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

Almirall SA

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Standalone Financial Statements Mgmt For For

2 Approve Consolidated Financial Statements Mgmt For For

3 Approve Discharge of Board Mgmt For For

4 Approve Allocation of Income Mgmt For For

5 Approve Dividends Charged to Unrestricted Mgmt For For Reserves

6 Approve Scrip Dividends Mgmt For For

7 Advisory Vote on Remuneration Report Mgmt For Against

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

8 Fix Number of Directors at 12 Mgmt For For

9 Reelect Seth Orlow as Director Mgmt For For

10 Elect Alexandra B. Kimball as Director Mgmt For For

11 Elect Eva-Lotta Coulter as Director Mgmt For For

12 Appoint PricewaterhouseCoopers Auditores as Mgmt For For Auditor of Standalone Financial Statements

13 Appoint PricewaterhouseCoopers Auditores as Mgmt For For Auditor of Consolidated Financial Statements

14.1 Amend Article 42 Re: Board Meetings Mgmt For For

14.2 Amend Article 47 Re: Audit Committee Mgmt For For

14.3 Amend Article 47bis Re: Appointments and Mgmt For For Remuneration Committee

14.4 Add Article 47ter Re: Dermatology Committee Mgmt For For

15 Authorize Board to Ratify and Execute Approved Mgmt For For Resolutions

16 Receive Amendments to Board of Directors Mgmt Regulations

Page 11 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

Alpen Co., Ltd.

Meeting Date: 09/29/2020 Country: Japan Meeting Type: Annual Ticker: 3028

Primary ISIN: JP3126470008 Primary SEDOL: B0ZGMK6

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Amend Articles to Amend Business Lines Mgmt For For

2.1 Elect Director Mizuno, Taizo Mgmt For Against

Voter Rationale: The board lacks sufficient diversity to meet our expectations.

2.2 Elect Director Mizuno, Atsushi Mgmt For Against

Voter Rationale: The board lacks sufficient diversity to meet our expectations.

2.3 Elect Director Murase, Kazuo Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.4 Elect Director Mizumaki, Yasuhiko Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

3 Elect Director and Audit Committee Member Mgmt For Against Suzuki, Takehito Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. alstria office REIT-AG

Meeting Date: 09/29/2020 Country: Germany Meeting Type: Annual Ticker: AOX

Primary ISIN: DE000A0LD2U1 Primary SEDOL: B1VP947

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Receive Financial Statements and Statutory Mgmt Reports for Fiscal 2019 (Non-Voting)

2 Approve Allocation of Income and Dividends of Mgmt For For EUR 0.52 per Share

3 Approve Increase in the Dividend by Partially Mgmt For For Changing the Profit Carried Forward in Accordance with Agenda Item 2 or if Rejected, Approve Investment in Green Projects

Page 12 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020 alstria office REIT-AG

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

4 Approve Discharge of Management Board for Mgmt For For Fiscal 2019

5 Approve Discharge of Supervisory Board for Mgmt For Against Fiscal 2019 Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.

6 Ratify KPMG AG as Auditors for Fiscal 2020 Mgmt For For

7.1 Elect Johannes Conradi to the Supervisory Mgmt For For Board Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

7.2 Elect Marianne Voigt to the Supervisory Board Mgmt For For

8.1 Approve Creation of EUR 35.5 Million Pool of Mgmt For For Capital with Partial Exclusion of Preemptive Rights

8.2 Exclude Preemptive Rights up to 5 Percent of Mgmt For For Share Capital Against Contributions in Cash or Kind for the Capital Pool Proposed under Item 8.1

8.3 Exclude Preemptive Rights up to a Further 5 Mgmt For For Percent of Share Capital Against Contributions in Cash or Kind for the Capital Pool Proposed under Item 8.1

9 Approve Creation of EUR 260,000 Pool of Mgmt For For Conditional Capital without Preemptive Rights

10 Approve Remuneration of Supervisory Board Mgmt For For

11 Approve Issuance of Warrants/Bonds with Mgmt For For Warrants Attached/Convertible Bonds with Partial Exclusion of Preemptive Rights up to Aggregate Nominal Amount of EUR 419 Million; Approve Creation of EUR 16.8 Million Pool of Capital to Guarantee Conversion Rights

12 Approve Issuance of Convertible Profit-Sharing Mgmt For For Certificates without Preemptive Rights up to an Aggregate Nominal Amount of EUR 1 Million to Employees of the Company; Approve Creation of EUR 1 Million Pool of Capital to Guarantee Conversion Rights

13 Authorize Share Repurchase Program and Mgmt For For Reissuance or Cancellation of Repurchased Shares

14 Amend Articles Re: Proof of Entitlement and Mgmt For For General Meeting Participation

Page 13 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

AMC Entertainment Holdings, Inc.

Meeting Date: 07/29/2020 Country: USA Meeting Type: Annual Ticker: AMC

Primary ISIN: US00165C1045 Primary SEDOL: BH4HLL3

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Declassify the Board of Directors Mgmt For For

Voter Rationale: The decision to declassify the board is laudable. The annual election of directors provides greater board accountability to shareholders and is appreciated.

If Proposal 1 is Approved, Elect Ten Directors Mgmt

2a.1 Elect Director Adam M. Aron Mgmt For For

2a.2 Elect Director Howard W. "Hawk" Koch Mgmt For Withhold

Voter Rationale: The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

2a.3 Elect Director Philip Lader Mgmt For For

2a.4 Elect Director Gary F. Locke Mgmt For For

2a.5 Elect Director Kathleen M. Pawlus Mgmt For For

2a.6 Elect Director Anthony J. Saich Mgmt For For

2a.7 Elect Director Adam J. Sussman Mgmt For For

2a.8 Elect Director Lee E. Wittlinger Mgmt For For

2a.9 Elect Director Maojun (John) Zeng Mgmt For For

Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.Furthermore, the compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

2a.10 Elect Director Lin (Lincoln) Zhang Mgmt For For

If Proposal 1 is Not Approved, Elect Three Mgmt Directors

2b.1 Elect Director Gary F. Locke Mgmt For For

2b.2 Elect Director Kathleen M. Pawlus Mgmt For For

2b.3 Elect Director Anthony J. Saich Mgmt For For

3 Ratify Ernst & Young LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

Page 14 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

AMC Entertainment Holdings, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

4 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: While the CEO's annual incentive was entirely determined by a pre-set financial metric, the company set the target goal for adjusted EBITDA below the previous year's actual result without providing a rationale for the goal setting or reducing pay opportunities commensurately. Additionally, significant concerns are raised regarding the removal of the net profit gateway goal for PSUs granted in FY18 and FY19 following the end of the fiscal year. This is particularly concerning as PSUs granted in FY17 were forfeited as a result of the net profit threshold not being achieved. Although the company provided an explanation for this modification, the decision to modify vesting conditions during a performance cycle is generally viewed as a poor practice, particularly in the absence of compelling circumstances for which transparent disclosure is provided.

5 Advisory Vote on Say on Pay Frequency Mgmt One Year One Year

6 Amend Omnibus Stock Plan Mgmt For For

AMERCO

Meeting Date: 08/20/2020 Country: USA Meeting Type: Annual Ticker: UHAL

Primary ISIN: US0235861004 Primary SEDOL: 2028174

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Edward J. (Joe) Shoen Mgmt For For

Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.Also, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

1.2 Elect Director James E. Acridge Mgmt For Withhold

Page 15 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

AMERCO

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.3 Elect Director John P. Brogan Mgmt For Withhold

Voter Rationale: We have concerns about the lack of sufficient disclosure regarding the company's carbon footprint, its carbon emissions reduction targets and its climate change governance system. Going forward, we strongly encourage better transparency of carbon management practices to allow investors to assess their suitability to address potential climate risks to the business in the medium- to long-term. We are holding this director accountable as they serve on the audit committee, which is responsible for risk management oversight. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review. However, we will oppose this nominee because the Company should put in place a policy that aims to increase gender diversity on the board. Our expectation is that there be at least one female director on the board for a company of this size.

1.4 Elect Director James J. Grogan Mgmt For For

1.5 Elect Director Richard J. Herrera Mgmt For For

1.6 Elect Director Karl A. Schmidt Mgmt For Withhold

1.7 Elect Director Roberta R. Shank Mgmt For For

1.8 Elect Director Samuel J. Shoen Mgmt For For

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.In addition, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.Moreover, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders.

3 Advisory Vote on Say on Pay Frequency Mgmt Three Years One Year

4 Ratify BDO USA, LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

5 Ratify and Affirm Decisions and Actions Taken SH For Against by the Board and Executive Officers for Fiscal 2020 Voter Rationale: The board has failed to make a compelling case as to why minority shareholders should surrender their right to benefit from outstanding lawsuits or to take future legal action. Given the unusual nature of discharge proposals in the U.S. market, and recognizing that most U.S. institutions do not generally support proposals limiting future legal options, we do not support this proposal.

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American Software, Inc.

Meeting Date: 08/19/2020 Country: USA Meeting Type: Annual Ticker: AMSWA

Primary ISIN: US0296831094 Primary SEDOL: 2029575

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Lizanne Thomas Mgmt For For

1b Elect Director James B. Miller, Jr. Mgmt For For

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Furthermore, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.Moreover, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review.

2 Ratify KPMG LLP as Auditors Mgmt For Against

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.Furthermore, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.Moreover, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

American Superconductor Corporation

Meeting Date: 07/31/2020 Country: USA Meeting Type: Annual Ticker: AMSC

Primary ISIN: US0301112076 Primary SEDOL: BWH64F7

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Vikram S. Budhraja Mgmt For Withhold

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American Superconductor Corporation

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.2 Elect Director Arthur H. House Mgmt For For

1.3 Elect Director Barbara G. Littlefield Mgmt For For

1.4 Elect Director Daniel P. McGahn Mgmt For For

1.5 Elect Director David R. Oliver, Jr. Mgmt For Withhold

2 Ratify RSM US LLP as Auditors Mgmt For For

American Woodmark Corporation

Meeting Date: 08/20/2020 Country: USA Meeting Type: Annual Ticker: AMWD

Primary ISIN: US0305061097 Primary SEDOL: 2030674

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Andrew B. Cogan Mgmt For For

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American Woodmark Corporation

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.2 Elect Director James G. Davis, Jr. Mgmt For Against

1.3 Elect Director S. Cary Dunston *Withdrawn Mgmt Resolution*

1.4 Elect Director Martha M. Hayes Mgmt For Against

1.5 Elect Director Daniel T. Hendrix Mgmt For Against

1.6 Elect Director Carol B. Moerdyk Mgmt For Against

1.7 Elect Director Vance W. Tang Mgmt For For

2 Ratify KPMG LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

3 Amend Non-Employee Director Restricted Stock Mgmt For Against Plan Voter Rationale: Variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.

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American Woodmark Corporation

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

4 Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Furthermore, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders.

America's Car-Mart, Inc.

Meeting Date: 08/26/2020 Country: USA Meeting Type: Annual Ticker: CRMT

Primary ISIN: US03062T1051 Primary SEDOL: 2813961

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Ann G. Bordelon Mgmt For For

1.2 Elect Director Ray C. Dillon Mgmt For For

1.3 Elect Director Daniel J. Englander Mgmt For Against

1.4 Elect Director William H. Henderson Mgmt For Against

1.5 Elect Director Joshua G. Welch Mgmt For For

1.6 Elect Director Jeffrey A. Williams Mgmt For For

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance less than p/greater than Triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time.Furthermore, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.Moreover, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.Also, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders.

Page 20 of 327

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America's Car-Mart, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

3 Ratify Grant Thornton LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

4 Amend Stock Option Plan Mgmt For Against

Anterix Inc.

Meeting Date: 09/02/2020 Country: USA Meeting Type: Annual Ticker: ATEX

Primary ISIN: US03676C1009 Primary SEDOL: BJVNMJ3

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Morgan E. O'Brien Mgmt For For

1b Elect Director Robert H. Schwartz Mgmt For For

1c Elect Director Hamid Akhavan Mgmt For For

1d Elect Director Leslie B. Daniels Mgmt For For

1e Elect Director Gregory A. Haller Mgmt For Against

Voter Rationale: Changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval

1f Elect Director Singleton B. McAllister Mgmt For Against

Voter Rationale: Changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval

1g Elect Director Gregory A. Pratt Mgmt For For

1h Elect Director Paul Saleh Mgmt For Against

Voter Rationale: Changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval

2 Ratify Grant Thornton LLP as Auditors Mgmt For For

Page 21 of 327

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Anterix Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.In addition, incentive awards to executives should include robust performance targets that reward strong performance and drive shareholder value over a sufficiently long period of time defined as at least three years.Moreover, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders.

4 Advisory Vote on Say on Pay Frequency Mgmt One Year One Year

Aon Plc

Meeting Date: 08/26/2020 Country: Ireland Meeting Type: Special Ticker: AON

Primary ISIN: IE00BLP1HW54 Primary SEDOL: BLP1HW5

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve the Issuance of the Aggregate Scheme Mgmt For For Consideration

2 Adjourn Meeting Mgmt For For

Apollo Endosurgery, Inc.

Meeting Date: 08/25/2020 Country: USA Meeting Type: Annual Ticker: APEN

Primary ISIN: US03767D1081 Primary SEDOL: BDG08R7

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Todd Newton Mgmt For For

1.2 Elect Director Rick Anderson Mgmt For For

1.3 Elect Director John Barr Mgmt For For

2 Ratify Moss Adams LLP as Auditors Mgmt For For

Page 22 of 327

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Apollo Endosurgery, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.In addition, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholdersMoreover, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

Aravive, Inc.

Meeting Date: 09/14/2020 Country: USA Meeting Type: Annual Ticker: ARAV

Primary ISIN: US03890D1081 Primary SEDOL: BGSGXX5

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Gail McIntyre Mgmt For For

1.2 Elect Director Eric Zhang Mgmt For Withhold

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Moreover, directors who represent major shareholders are not sufficiently independent to serve on key committees as their interests may not be well aligned with the wider group of shareholders.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

2 Ratify BDO USA, LLP as Auditors Mgmt For For

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Moreover, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholdersMoreover, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

4 Advisory Vote on Say on Pay Frequency Mgmt One Year One Year

Arlo Technologies, Inc.

Meeting Date: 07/01/2020 Country: USA Meeting Type: Annual Ticker: ARLO

Primary ISIN: US04206A1016 Primary SEDOL: BYWPZY9

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Arlo Technologies, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Prashant (Sean) Aggarwal Mgmt For Withhold

Voter Rationale: Changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval

1.2 Elect Director Amy Rothstein Mgmt For Withhold

Voter Rationale: Changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval

1.3 Elect Director Grady K. Summers Mgmt For For

2 Ratify PricewaterhouseCoopers LLP as Auditors Mgmt For For

Aryzta AG

Meeting Date: 09/16/2020 Country: Switzerland Meeting Type: Special Ticker: ARYN

Primary ISIN: CH0043238366 Primary SEDOL: B39VJC9

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

Shareholder Proposals Submitted by Cobas Mgmt Asset Management, SGIIC, S.A. AND VERAISON

1.1.1 Dismiss Gary McGann as Director and Board SH Chairman Voter Rationale: The dissident has made a compelling case that board changes are warranted given the company’s poor TSR, weak operating performance, and shareholder frustration under the leadership of the current chairman and the current CEO. The election of dissident nominees Urs Jordi and Heiner Kamps as directors and the election of management nominee Andreas Schmid as chair to a reconstituted 11-member board will likely add relevant experience and refresh the board dynamics. Accordingly, shareholders are advised to: * Vote FOR the removal of Gary McGann (current board chair), Dan Flinter (governance and nomination committee chair), and Rolf Watter (compensation committee chair) from the board (Items 1.1.1-1.1.2 and 1.1.4);* * Vote AGAINST the removal of Annette Flynn (audit committee chair) from the board (Item 1.1.3); * Vote AGAINST the removal of Kevin Toland (CEO) from the board (Item 1.1.5); * Vote FOR the election of management nominee Andreas Schmid as director (Item 1.2.1); * Vote FOR the election of dissident nominees Urs Jordi and Heiner Kamps as directors (Items 1.2.2 and 1.2.4); * Vote AGAINST the election of dissident nominee Armin Bieri as director (Items 1.2.3); * Vote FOR the election of Andreas Schmid as board chair (Item 1.3.1); * Vote AGAINST the election of Urs Jordi as board chair (Item 1.3.2); * Vote FOR the election of Jim Leighton, Tim Lodge, and Heiner Kamps as members of the compensation committee (Items 2.1-2.2 and 2.5); * Vote AGAINST the election of Andreas Schmid and Armin Bieri as members of the compensation committee (Items 2.3-2.4). *The company has indicated that, due to the resignations of these directors with effect from the conclusion of the EGM, these proposals have become obsolete and will not be voted on

Page 24 of 327

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Aryzta AG

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1.2 Dismiss Dan Flinter as Member of the Board of SH Directors Voter Rationale: The dissident has made a compelling case that board changes are warranted given the company’s poor TSR, weak operating performance, and shareholder frustration under the leadership of the current chairman and the current CEO. The election of dissident nominees Urs Jordi and Heiner Kamps as directors and the election of management nominee Andreas Schmid as chair to a reconstituted 11-member board will likely add relevant experience and refresh the board dynamics. Accordingly, shareholders are advised to: * Vote FOR the removal of Gary McGann (current board chair), Dan Flinter (governance and nomination committee chair), and Rolf Watter (compensation committee chair) from the board (Items 1.1.1-1.1.2 and 1.1.4);* * Vote AGAINST the removal of Annette Flynn (audit committee chair) from the board (Item 1.1.3); * Vote AGAINST the removal of Kevin Toland (CEO) from the board (Item 1.1.5); * Vote FOR the election of management nominee Andreas Schmid as director (Item 1.2.1); * Vote FOR the election of dissident nominees Urs Jordi and Heiner Kamps as directors (Items 1.2.2 and 1.2.4); * Vote AGAINST the election of dissident nominee Armin Bieri as director (Items 1.2.3); * Vote FOR the election of Andreas Schmid as board chair (Item 1.3.1); * Vote AGAINST the election of Urs Jordi as board chair (Item 1.3.2); * Vote FOR the election of Jim Leighton, Tim Lodge, and Heiner Kamps as members of the compensation committee (Items 2.1-2.2 and 2.5); * Vote AGAINST the election of Andreas Schmid and Armin Bieri as members of the compensation committee (Items 2.3-2.4). *The company has indicated that, due to the resignations of these directors with effect from the conclusion of the EGM, these proposals have become obsolete and will not be voted on

1.1.3 Dismiss Annette Flynn as Member of the Board SH Against Against of Directors

1.1.4 Dismiss Rolf Watter as Member of the Board of SH Directors Voter Rationale: The dissident has made a compelling case that board changes are warranted given the company’s poor TSR, weak operating performance, and shareholder frustration under the leadership of the current chairman and the current CEO. The election of dissident nominees Urs Jordi and Heiner Kamps as directors and the election of management nominee Andreas Schmid as chair to a reconstituted 11-member board will likely add relevant experience and refresh the board dynamics. Accordingly, shareholders are advised to: * Vote FOR the removal of Gary McGann (current board chair), Dan Flinter (governance and nomination committee chair), and Rolf Watter (compensation committee chair) from the board (Items 1.1.1-1.1.2 and 1.1.4);* * Vote AGAINST the removal of Annette Flynn (audit committee chair) from the board (Item 1.1.3); * Vote AGAINST the removal of Kevin Toland (CEO) from the board (Item 1.1.5); * Vote FOR the election of management nominee Andreas Schmid as director (Item 1.2.1); * Vote FOR the election of dissident nominees Urs Jordi and Heiner Kamps as directors (Items 1.2.2 and 1.2.4); * Vote AGAINST the election of dissident nominee Armin Bieri as director (Items 1.2.3); * Vote FOR the election of Andreas Schmid as board chair (Item 1.3.1); * Vote AGAINST the election of Urs Jordi as board chair (Item 1.3.2); * Vote FOR the election of Jim Leighton, Tim Lodge, and Heiner Kamps as members of the compensation committee (Items 2.1-2.2 and 2.5); * Vote AGAINST the election of Andreas Schmid and Armin Bieri as members of the compensation committee (Items 2.3-2.4). *The company has indicated that, due to the resignations of these directors with effect from the conclusion of the EGM, these proposals have become obsolete and will not be voted on

1.1.5 Dismiss Kevin Toland as Member of the Board of SH Against Against Directors

If After the Votes on Agenda Items 1.1 and 1.2 Mgmt the Max No. of 12 Directors Permitted is Exceeded, the Candidates with the Highest Number of Votes Received under Item 1.2 will be Deemed Elected as Directors

Management Proposal Mgmt

1.2.1 Elect Andreas G. Schmid as Director Mgmt For For

Shareholder Proposals Submitted by Cobas Mgmt Asset Management, SGIIC, S.A. AND VERAISON

1.2.2 Elect Urs Jordi as Director SH Against For

1.2.3 Elect Armin Bieri as Director SH Against Against

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Aryzta AG

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.2.4 Elect Heiner Kamps as Director SH Against For

Elect Board Chairman Whereby the Candidate Mgmt with the Higher Number of Votes under Agenda Item 1.3 will be Deemed Elected as Chair of the Board of Directors

Management Proposal Mgmt

1.3.1 Elect Andreas G. Schmid as Board Chairman Mgmt For For

Shareholder Proposal Submitted by Cobas Asset Mgmt Management, SGIIC, S.A. AND VERAISON

1.3.2 Elect Urs Jordi as Board Chairman SH Against Against

If After the Votes on Agenda Item 2, the Max Mgmt No. of 4 Members of the Compensation Committee Permitted is Exceeded, the Three Candidates with the Highest Number of Votes Received under Item 2 will be Deemed Elected as Members of the Compensation Committee

Management Proposals Mgmt

2.1 Appoint Jim Leighton as Member of the Mgmt For For Compensation Committee

2.2 Appoint Tim Lodge as Member of the Mgmt For For Compensation Committee

2.3 Appoint Andreas G. Schmid as Member of the Mgmt For Against Compensation Committee

Shareholder Proposals Submitted by Cobas Mgmt Asset Management, SGIIC, S.A. AND VERAISON

2.4 Appoint Armin Bieri as Member of the SH Against Against Compensation Committee

2.5 Appoint Heiner Kamps as Member of the SH Against For Compensation Committee

Management Proposal Mgmt

3 Transact Other Business (Voting) Mgmt For Against

Asahi Intecc Co., Ltd.

Meeting Date: 09/29/2020 Country: Japan Meeting Type: Annual Ticker: 7747

Primary ISIN: JP3110650003 Primary SEDOL: B019MQ5

Page 26 of 327

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Asahi Intecc Co., Ltd.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 8.81

2.1 Elect Director Miyata, Masahiko Mgmt For For

2.2 Elect Director Miyata, Kenji Mgmt For For

2.3 Elect Director Kato, Tadakazu Mgmt For For

2.4 Elect Director Terai, Yoshinori Mgmt For For

2.5 Elect Director Matsumoto, Munechika Mgmt For For

2.6 Elect Director Ito, Mizuho Mgmt For For

2.7 Elect Director Nishiuchi, Makoto Mgmt For For

2.8 Elect Director Ito, Kiyomichi Mgmt For For

2.9 Elect Director Shibazaki, Akinori Mgmt For For

2.10 Elect Director Sato, Masami Mgmt For For

3.1 Elect Director and Audit Committee Member Mgmt For For Ota, Hiroshi

3.2 Elect Director and Audit Committee Member Mgmt For For Tomida, Ryuji

3.3 Elect Director and Audit Committee Member Mgmt For For Hanano, Yasunari

4 Elect Alternate Director and Audit Committee Mgmt For For Member Fukaya, Ryoko

ASKUL Corp.

Meeting Date: 08/13/2020 Country: Japan Meeting Type: Annual Ticker: 2678

Primary ISIN: JP3119920001 Primary SEDOL: 6294498

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 19

2 Amend Articles to Amend Provisions on Number Mgmt For For of Directors

3.1 Elect Director Yoshioka, Akira Mgmt For For

Page 27 of 327

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ASKUL Corp.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

3.2 Elect Director Yoshida, Hitoshi Mgmt For For

3.3 Elect Director Koshimizu, Hironori Mgmt For For

3.4 Elect Director Kimura, Miyoko Mgmt For For

3.5 Elect Director Tamai, Tsuguhiro Mgmt For For

3.6 Elect Director Ozawa, Takao Mgmt For For

3.7 Elect Director Ichige, Yumiko Mgmt For For

3.8 Elect Director Goto, Genri Mgmt For For

3.9 Elect Director Taka, Iwao Mgmt For For

3.10 Elect Director Tsukahara, Kazuo Mgmt For For

3.11 Elect Director Imaizumi, Tadahisa Mgmt For For

4 Appoint Statutory Auditor Asaeda, Yoshitaka Mgmt For For

Assura Plc

Meeting Date: 07/07/2020 Country: United Kingdom Meeting Type: Annual Ticker: AGR

Primary ISIN: GB00BVGBWW93 Primary SEDOL: BVGBWW9

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Accept Financial Statements and Statutory Mgmt For For Reports

2 Approve Share Incentive Plan Mgmt For For

3 Approve Remuneration Report Mgmt For Against

Voter Rationale: Annual bonus schemes should include an element of deferral when forming a significant element of the package.

4 Reappoint Deloitte LLP as Auditors Mgmt For For

5 Authorise the Audit Committee to Fix Mgmt For For Remuneration of Auditors

6 Re-elect Ed Smith as Director Mgmt For For

7 Re-elect Louise Fowler as Director Mgmt For For

8 Re-elect Jonathan Murphy as Director Mgmt For For

9 Re-elect Jenefer Greenwood as Director Mgmt For For

Voter Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.

Page 28 of 327

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Assura Plc

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

10 Re-elect Jayne Cottam as Director Mgmt For For

11 Re-elect Jonathan Davies as Director Mgmt For For

12 Authorise Issue of Equity Mgmt For For

13 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights

14 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights in Connection with an Acquisition or Other Capital Investment

15 Authorise Market Purchase of Ordinary Shares Mgmt For For

16 Authorise the Company to Call General Meeting Mgmt For For with Two Weeks' Notice

Asta Funding, Inc.

Meeting Date: 09/25/2020 Country: USA Meeting Type: Special Ticker: ASFI

Primary ISIN: US0462201098 Primary SEDOL: 2052634

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Merger Agreement Mgmt For For

2 Adjourn Meeting Mgmt For For

ASX Limited

Meeting Date: 09/30/2020 Country: Australia Meeting Type: Annual Ticker: ASX

Primary ISIN: AU000000ASX7 Primary SEDOL: 6129222

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

3a Elect Damian Roche as Director Mgmt For For

3b Elect Rob Woods as Director Mgmt For For

Page 29 of 327

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ASX Limited

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

4 Approve Remuneration Report Mgmt For For

Voter Rationale: The remuneration report does not articulate how executives performed against historic performance targets. The board should articulate how bonus payments reflect prior year performance, as well as outlining forward-looking targets that underpin long-term incentive plans.

5 Approve Grant of Performance Rights to Mgmt For For Dominic Stevens

ATN International, Inc.

Meeting Date: 09/15/2020 Country: USA Meeting Type: Annual Ticker: ATNI

Primary ISIN: US00215F1075 Primary SEDOL: BDC84D3

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Bernard J. Bulkin Mgmt For For

1b Elect Director James S. Eisenstein Mgmt For For

1c Elect Director Richard J. Ganong Mgmt For For

1d Elect Director John C. Kennedy Mgmt For For

1e Elect Director Pamela F. Lenehan Mgmt For For

1f Elect Director Liane J. Pelletier Mgmt For For

1g Elect Director Michael T. Prior Mgmt For For

1h Elect Director Charles J. Roesslein Mgmt For For

Page 30 of 327

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ATN International, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

3 Ratify PricewaterhouseCoopers LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

AusNet Services Ltd.

Meeting Date: 07/16/2020 Country: Australia Meeting Type: Annual Ticker: AST

Primary ISIN: AU000000AST5 Primary SEDOL: BPXR7J0

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

2a Elect Ralph Craven as Director Mgmt For Against

Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

2b Elect Sally Farrier as Director Mgmt For For

2c Elect Nora Scheinkestel as Director Mgmt For For

Voter Rationale: In the context of increasingly complex international accounting standards, the audit committee benefits from members who have a good and recent understanding of the accounting rules and of the audit process.

3 Approve Remuneration Report Mgmt For For

4 Approve Renewal of Proportional Takeover Mgmt For For Provision

5 Approve Grant of Performance Rights and Mgmt For For Deferred Rights to Tony Narvaez Voter Rationale: The remuneration report does not articulate how executives performed against historic performance targets. The board should articulate how bonus payments reflect prior year performance, as well as outlining forward-looking targets that underpin long-term incentive plans.

6 Approve the Issuance of Up to 10 Percent of the Mgmt For For Company's Issued Capital

7 Approve Issuance of Shares Under the Dividend Mgmt For For Reinvestment Plan

8 Approve Issuance of Shares Under the Mgmt For For Employee Incentive Scheme

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Auto Trader Group Plc

Meeting Date: 09/16/2020 Country: United Kingdom Meeting Type: Annual Ticker: AUTO

Primary ISIN: GB00BVYVFW23 Primary SEDOL: BVYVFW2

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Accept Financial Statements and Statutory Mgmt For For Reports

2 Approve Remuneration Report Mgmt For For

3 Re-elect Ed Williams as Director Mgmt For For

Voter Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.

4 Re-elect Nathan Coe as Director Mgmt For For

5 Re-elect David Keens as Director Mgmt For For

6 Re-elect Jill Easterbrook as Director Mgmt For For

7 Re-elect Jeni Mundy as Director Mgmt For For

8 Re-elect Catherine Faiers as Director Mgmt For For

9 Elect Jamie Warner as Director Mgmt For For

10 Elect Sigga Sigurdardottir as Director Mgmt For For

11 Reappoint KPMG LLP as Auditors Mgmt For For

12 Authorise Board to Fix Remuneration of Auditors Mgmt For For

13 Authorise Issue of Equity Mgmt For For

14 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights

15 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights in Connection with an Acquisition or Specified Capital Investment

16 Authorise Market Purchase of Ordinary Shares Mgmt For For

17 Authorise the Company to Call General Meeting Mgmt For For with Two Weeks' Notice

18 Adopt New Articles of Association Mgmt For For

Avenue Supermarts Limited

Meeting Date: 09/01/2020 Country: India Meeting Type: Annual Ticker: 540376

Primary ISIN: INE192R01011 Primary SEDOL: BYW1G33

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Avenue Supermarts Limited

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Accept Financial Statements and Statutory Mgmt For For Reports

2 Reelect Ramakant Baheti as Director Mgmt For For

Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

3 Reelect Chandrashekhar Bhave as Director Mgmt For For

4 Approve Reappointment and Remuneration of Mgmt For For Ignatius Navil Noronha as Managing Director and Designated as Chief Executive Officer

5 Approve Reappointment and Remuneration of Mgmt For Against Elvin Machado as Whole-time Director Voter Rationale: Executive compensation should be commensurate with a director's role and responsibilities.

AZZ Inc.

Meeting Date: 07/08/2020 Country: USA Meeting Type: Annual Ticker: AZZ

Primary ISIN: US0024741045 Primary SEDOL: 2067672

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Daniel E. Berce Mgmt For Withhold

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.Furthermore, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.Moreover, executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

1.2 Elect Director Paul Eisman Mgmt For For

1.3 Elect Director Daniel R. Feehan Mgmt For Withhold

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.Furthermore, directors with long board tenures should not serve on committees that require absolute independence.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.Moreover, executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

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AZZ Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.4 Elect Director Thomas E. Ferguson Mgmt For For

1.5 Elect Director Kevern R. Joyce Mgmt For Withhold

1.6 Elect Director Venita McCellon-Allen Mgmt For For

1.7 Elect Director Ed McGough Mgmt For For

1.8 Elect Director Steven R. Purvis Mgmt For For

3 Ratify Grant Thornton LLP as Auditor Mgmt For For

B&M European Value Retail SA

Meeting Date: 09/18/2020 Country: Luxembourg Meeting Type: Annual Ticker: BME

Primary ISIN: LU1072616219 Primary SEDOL: BMTRW10

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Receive Board Reports on the Consolidated and Mgmt For For Unconsolidated Financial Statements and Annual Accounts

2 Receive Consolidated and Unconsolidated Mgmt For For Financial Statements and Annual Accounts, and Auditors' Reports Thereon

3 Approve Consolidated Financial Statements and Mgmt For For Statutory Reports

4 Approve Unconsolidated Financial Statements Mgmt For For and Annual Accounts

5 Approve Allocation of Income Mgmt For For

6 Approve Dividends Mgmt For For

7 Approve Remuneration Report Mgmt For For

8 Approve Discharge of Directors Mgmt For For

Page 34 of 327

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B&M European Value Retail SA

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

9 Re-elect Peter Bamford as Director Mgmt For Against

Voter Rationale: Females represent less than 30 percent.

10 Re-elect Simon Arora as Director Mgmt For For

11 Re-elect Paul McDonald as Director Mgmt For For

12 Re-elect Ron McMillan as Director Mgmt For For

13 Re-elect Tiffany Hall as Director Mgmt For For

14 Re-elect Carolyn Bradley as Director Mgmt For For

15 Re-elect Gilles Petit as Director Mgmt For For

16 Approve Discharge of Auditors Mgmt For For

17 Reappoint KPMG Luxembourg as Auditors Mgmt For For

18 Authorise Board to Fix Remuneration of Auditors Mgmt For For

19 Authorise Market Purchase of Ordinary Shares Mgmt For For

20 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights

21 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights in Connection with an Acquisition or Other Capital Investment

Bankwell Financial Group, Inc.

Meeting Date: 08/12/2020 Country: USA Meeting Type: Annual Ticker: BWFG

Primary ISIN: US06654A1034 Primary SEDOL: BCRXSS9

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director George P. Bauer Mgmt For For

1.2 Elect Director Gail E.D. Brathwaite Mgmt For Withhold

Voter Rationale: Former employees or company founders are not sufficiently independent to serve on key board committees.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.Also, for widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.

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Bankwell Financial Group, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.3 Elect Director Richard E. Castiglioni Mgmt For Withhold

Voter Rationale: Directors with significant business ties to the company are not sufficiently independent to serve on key committees.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.Also, for widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.

1.4 Elect Director Eric J. Dale Mgmt For For

1.5 Elect Director Blake S. Drexler Mgmt For Withhold

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.

1.6 Elect Director James M. Garnett, Jr. Mgmt For For

1.7 Elect Director Christopher R. Gruseke Mgmt For For

1.8 Elect Director Daniel S. Jones Mgmt For Withhold

1.9 Elect Director Todd Lampert Mgmt For Withhold

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence.Directors with significant business ties to the company are not sufficiently independent to serve on key committees.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.Also, for widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.

1.10 Elect Director Victor S. Liss Mgmt For For

1.11 Elect Director Carl M. Porto Mgmt For Withhold

Voter Rationale: Directors with significant business ties to the company are not sufficiently independent to serve on key committees.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.Also, for widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.

1.12 Elect Director Lawrence B. Seidman Mgmt For For

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.In addition, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.Also, severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Lastly, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

3 Advisory Vote on Say on Pay Frequency Mgmt One Year One Year

4 Ratify RSM US LLP as Auditor Mgmt For For

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BBX Capital Corporation

Meeting Date: 09/25/2020 Country: USA Meeting Type: Special Ticker: BBX

Primary ISIN: US05491N3026 Primary SEDOL: BN4CPJ6

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Spin-Off Agreement Mgmt For For

2 Change Company Name to Bluegreen Vacations Mgmt For For Holding Corporation

Bed Bath & Beyond Inc.

Meeting Date: 07/14/2020 Country: USA Meeting Type: Annual Ticker: BBBY

Primary ISIN: US0758961009 Primary SEDOL: 2085878

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Harriet Edelman Mgmt For For

1b Elect Director Mark J. Tritton Mgmt For For

1c Elect Director John E. Fleming Mgmt For For

1d Elect Director Sue E. Gove Mgmt For For

1e Elect Director Jeffrey A. Kirwan Mgmt For For

1f Elect Director Johnathan B. (JB) Osborne Mgmt For For

1g Elect Director Harsha Ramalingam Mgmt For For

1h Elect Director Virginia P. Ruesterholz Mgmt For For

1i Elect Director Joshua E. Schechter Mgmt For For

1j Elect Director Andrea Weiss Mgmt For For

1k Elect Director Mary A. Winston Mgmt For For

1l Elect Director Ann Yerger Mgmt For For

2 Ratify KPMG LLP as Auditors Mgmt For Against

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Bed Bath & Beyond Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.In addition, the remuneration committee should not allow vesting of incentive awards for below median performance as this is considered to be rewarding under performance of peers.modifiMoreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.Furthermore, incentive awards to executives should include robust performance targets that reward strong performance and drive shareholder value over a sufficiently long period of time defined as at least three years.

BeNEXT Group Inc.

Meeting Date: 09/30/2020 Country: Japan Meeting Type: Annual Ticker: 2154

Primary ISIN: JP3635580008 Primary SEDOL: B1XC021

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Accounting Transfers Mgmt For For

2.1 Elect Director Nishida, Yutaka Mgmt For For

2.2 Elect Director Murai, Noriyuki Mgmt For For

2.3 Elect Director Sato, Hiroshi Mgmt For For

2.4 Elect Director Miyano, Takashi Mgmt For For

2.5 Elect Director Zamma, Rieko Mgmt For For

2.6 Elect Director Shimizu, Arata Mgmt For For

Bharti Airtel Limited

Meeting Date: 07/31/2020 Country: India Meeting Type: Court Ticker: 532454

Primary ISIN: INE397D01024 Primary SEDOL: 6442327

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

Court-Ordered Meeting for Shareholders Mgmt

1 Approve Composite Scheme of Arrangement Mgmt For For

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Bharti Airtel Limited

Meeting Date: 08/18/2020 Country: India Meeting Type: Annual Ticker: 532454

Primary ISIN: INE397D01024 Primary SEDOL: 6442327

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Accept Financial Statements and Statutory Mgmt For For Reports

2 Approve Final Dividend Mgmt For For

3 Reelect Gopal Vittal as Director Mgmt For For

4 Reelect Shishir Priyadarshi as Director Mgmt For For

5 Approve Remuneration of Cost Auditors Mgmt For For

BioDelivery Sciences International, Inc.

Meeting Date: 07/23/2020 Country: USA Meeting Type: Annual Ticker: BDSI

Primary ISIN: US09060J1060 Primary SEDOL: 2820165

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Ratification of Declassification and Adoption of Mgmt For For Majority Voting for Director Elections Voter Rationale: The decision to declassify the board is laudable. The annual election of directors provides greater board accountability to shareholders and is appreciated.In addition, the company's decision to introduce majority voting to elect directors is a good improvement. However, boards should adopt a truly binding standard so that shareholders make the ultimate decision about who will represent their interests.

If Proposal 1 is Approved, Elect Directors 2aa to Mgmt 2ag

2aa Elect Director Peter S. Greenleaf Mgmt For Against

2ab Elect Director Todd C. Davis Mgmt For For

2ac Elect Director Mark A. Sirgo Mgmt For For

2ad Elect Director Kevin Kotler Mgmt For For

2ae Elect Director William Mark Watson Mgmt For For

2af Elect Director Vanila Singh Mgmt For For

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BioDelivery Sciences International, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

2ag Elect Director Jeffrey Bailey Mgmt For For

If Proposal 1 is Not Approved, Elect Directors Mgmt 2ba to 2bg

2ba Elect Director Peter S. Greenleaf Mgmt For Against

2bb Elect Director Todd C. Davis Mgmt For For

2bc Elect Director Mark A. Sirgo Mgmt For For

2bd Elect Director Kevin Kotler Mgmt For For

2be Elect Director William Mark Watson Mgmt For For

2bf Elect Director Vanila Singh Mgmt For For

2bg Elect Director Jeffrey Bailey Mgmt For For

3 Ratify Ernst & Young LLP as Auditors Mgmt For For

4 Increase Authorized Common Stock Mgmt For For

BioLife Solutions, Inc.

Meeting Date: 07/09/2020 Country: USA Meeting Type: Annual Ticker: BLFS

Primary ISIN: US09062W2044 Primary SEDOL: BJH08B2

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Michael Rice Mgmt For For

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BioLife Solutions, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.2 Elect Director Raymond W. Cohen Mgmt For Withhold

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Furthermore, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.Moreover, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.Also, executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.In addition, we voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.

1.3 Elect Director Thomas Girschweiler Mgmt For Withhold

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.

1.4 Elect Director Andrew Hinson Mgmt For Withhold

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Furthermore, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.Moreover, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.Also, the Company should put in place a policy that aims to increase gender diversity on the board. Our expectation is that there be at least one female director on the board for a company of this size.In addition, we voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.

1.5 Elect Director Joseph Schick Mgmt For Withhold

Voter Rationale: We voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Moreover, incentive awards to executives should include robust performance targets that reward strong performance and drive shareholder value over a sufficiently long period of time defined as at least three years.Also, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholdersLastly, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

3 Advisory Vote on Say on Pay Frequency Mgmt Three Years One Year

Voter Rationale: A vote for the adoption of an ANNUAL say-on-pay frequency is warranted.

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BioLife Solutions, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

4 Amend Omnibus Stock Plan Mgmt For Against

Voter Rationale: This plan could lead to excessive dilution.Furthermore, incentive awards to executives should include robust performance targets that reward strong performance and drive shareholder value over a sufficiently long period of time defined as at least three years.Also, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders.

BJ's Restaurants, Inc.

Meeting Date: 09/02/2020 Country: USA Meeting Type: Annual Ticker: BJRI

Primary ISIN: US09180C1062 Primary SEDOL: 2200552

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Peter 'Pete' A. Bassi Mgmt For Withhold

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Furthermore, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.Moreover, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.In addition,this director is not sufficiently independent to serve as the independent lead director.

1.2 Elect Director Larry D. Bouts Mgmt For Withhold

1.3 Elect Director James 'Jim' A. Dal Pozzo Mgmt For Withhold

1.4 Elect Director Gerald 'Jerry' W. Deitchle Mgmt For Withhold

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BJ's Restaurants, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.5 Elect Director Noah A. Elbogen Mgmt For For

1.6 Elect Director Lea Anne S. Ottinger Mgmt For For

1.7 Elect Director Keith E. Pascal Mgmt For Withhold

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Furthermore, directors with significant business ties to the company are not sufficiently independent to serve on key committees.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness

1.8 Elect Director Janet M. Sherlock Mgmt For For

1.9 Elect Director Gregory A. Trojan Mgmt For For

1.10 Elect Director Patrick D. Walsh Mgmt For For

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.Furthermore, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

3 Ratify Ernst & Young LLP as Auditor Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

Bluerock Residential Growth REIT, Inc.

Meeting Date: 09/08/2020 Country: USA Meeting Type: Annual Ticker: BRG

Primary ISIN: US09627J1025 Primary SEDOL: BKWBZX8

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Amend Omnibus Stock Plan Mgmt For Against

2.1 Elect Director R. Ramin Kamfar Mgmt For For

Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders.In addition, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.

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Bluerock Residential Growth REIT, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

2.2 Elect Director I. Bobby Majumder Mgmt For Withhold

Voter Rationale: Changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval.In addition, the lack of a robust anti-pledging policy is concerning and raises questions about audit committee effectiveness in carrying out its risk oversight function. We encourage the committee to adopt a policy ideally prohibiting or severely restricting the pledging of company shares by executives.

2.3 Elect Director Romano Tio Mgmt For Withhold

2.4 Elect Director Elizabeth Harrison Mgmt For Withhold

Voter Rationale: Changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval

2.5 Elect Director Kamal Jafarnia Mgmt For Withhold

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance as this is considered to be rewarding under performance of peers.In addition, severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

4 Advisory Vote on Say on Pay Frequency Mgmt Three Years One Year

5 Ratify Grant Thornton LLP as Auditors Mgmt For For

Boot Barn Holdings, Inc.

Meeting Date: 08/26/2020 Country: USA Meeting Type: Annual Ticker: BOOT

Primary ISIN: US0994061002 Primary SEDOL: BRS6600

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Peter Starrett Mgmt For Withhold

Voter Rationale: Former employees or company founders are not sufficiently independent to serve on key board committees.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

1.2 Elect Director Greg Bettinelli Mgmt For For

1.3 Elect Director James G. Conroy Mgmt For For

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Boot Barn Holdings, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.4 Elect Director Lisa G. Laube Mgmt For For

1.5 Elect Director Anne MacDonald Mgmt For For

1.6 Elect Director Brenda I. Morris Mgmt For For

1.7 Elect Director Brad Weston Mgmt For For

2 Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation Voter Rationale: Severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.In addition, cmpanies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.Moreover, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

3 Approve Omnibus Stock Plan Mgmt For For

Voter Rationale: The company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

4 Ratify Deloitte & Touche LLP as Auditors Mgmt For For

Booz Allen Hamilton Holding Corporation

Meeting Date: 07/29/2020 Country: USA Meeting Type: Annual Ticker: BAH

Primary ISIN: US0995021062 Primary SEDOL: B5367T7

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Ralph W. Shrader Mgmt For For

1b Elect Director Joan Lordi C. Amble Mgmt For For

1c Elect Director Michele A. Flournoy Mgmt For For

2 Ratify Ernst & Young LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

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Booz Allen Hamilton Holding Corporation

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

4 Amend Certificate of Incorporation Mgmt For For

Bouygues SA

Meeting Date: 09/04/2020 Country: France Meeting Type: Special Ticker: EN

Primary ISIN: FR0000120503 Primary SEDOL: 4002121

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

Ordinary Business Mgmt

1 Approve Dividends of EUR 1.70 per Share Mgmt For For

2 Approve Remuneration Policy of Corporate Mgmt For Against Officers Voter Rationale: Any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations.

3 Authorize Filing of Required Documents/Other Mgmt For For Formalities

BPER Banca SpA

Meeting Date: 07/06/2020 Country: Italy Meeting Type: Special Ticker: BPE

Primary ISIN: IT0000066123 Primary SEDOL: 4116099

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

Ordinary Business Mgmt

Shareholder Proposal Submitted by Institutional Mgmt Investors (Assogestioni)

1 Elect Silvia Elisabetta Candini as Director SH None For

Extraordinary Business Mgmt

Management Proposal Mgmt

1 Approve Merger by Incorporation of Cassa di Mgmt For For Risparmio di Saluzzo SpA and Cassa di Risparmio di Bra SpA into BPER Banca SpA

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CA Immobilien Anlagen AG

Meeting Date: 08/25/2020 Country: Austria Meeting Type: Annual Ticker: CAI

Primary ISIN: AT0000641352 Primary SEDOL: 5681046

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Receive Financial Statements and Statutory Mgmt Reports for Fiscal 2019 (Non-Voting)

2 Approve Allocation of Income and Dividends of Mgmt For For EUR 1.00 per Share

3 Approve Discharge of Management Board for Mgmt For For Fiscal 2019

5 Approve Remuneration of Supervisory Board Mgmt For For Members

6 Ratify Ernst & Young as Auditors for Fiscal 2020 Mgmt For For

7.1 Approve Decrease in Size of Supervisory Board Mgmt For For

7.2 Elect Michael Stanton as Supervisory Board Mgmt For For Member

8 Approve Remuneration Policy Mgmt For For

Voter Rationale: In the future, we will expect all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.

CAI International, Inc.

Meeting Date: 07/02/2020 Country: USA Meeting Type: Annual Ticker: CAI

Primary ISIN: US12477X1063 Primary SEDOL: B1VZ4J7

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Timothy B. Page Mgmt For For

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CAI International, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.2 Elect Director Gary M. Sawka Mgmt For Withhold

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence.Former employees or company founders are not sufficiently independent to serve on key board committees.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.Also, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

2 Ratify KPMG LLP as Auditors Mgmt For Against

3 Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.Also, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.In addition, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

CalAmp Corp.

Meeting Date: 07/29/2020 Country: USA Meeting Type: Annual Ticker: CAMP

Primary ISIN: US1281261099 Primary SEDOL: 2164700

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director A. J. "Bert" Moyer Mgmt For For

1b Elect Director Jeffery R. Gardner Mgmt For For

1c Elect Director Scott Arnold Mgmt For For

1d Elect Director Jason Cohenour Mgmt For For

1e Elect Director Amal Johnson Mgmt For For

1f Elect Director Roxanne Oulman Mgmt For For

1g Elect Director Jorge Titinger Mgmt For For

1h Elect Director Larry Wolfe Mgmt For For

Page 48 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

CalAmp Corp.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

2 Ratify Deloitte & Touche LLP as Auditors Mgmt For For

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.In addition, the remuneration committee should not allow vesting of incentive awards for below median performance as this is considered to be rewarding under performance of peers.Moreover, incentive awards to executives should include robust performance targets that reward strong performance and drive shareholder value over a sufficiently long period of time defined as at least three years.Furthermore, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

4 Amend Omnibus Stock Plan Mgmt For Against

Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.Moreover, incentive awards to executives should include robust performance targets that reward strong performance and drive shareholder value over a sufficiently long period of time defined as at least three years.

Capitaland Commercial Trust

Meeting Date: 09/29/2020 Country: Singapore Meeting Type: Special Ticker: C61U

Primary ISIN: SG1P32918333 Primary SEDOL: B011YD2

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Trust Deed Amendments Mgmt For For

Capitaland Commercial Trust

Meeting Date: 09/29/2020 Country: Singapore Meeting Type: Court Ticker: C61U

Primary ISIN: SG1P32918333 Primary SEDOL: B011YD2

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

Court-Ordered Meeting Mgmt

1 Approve Proposed Trust Scheme Mgmt For For

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Capitaland Mall Trust

Meeting Date: 09/29/2020 Country: Singapore Meeting Type: Special Ticker: C38U

Primary ISIN: SG1M51904654 Primary SEDOL: 6420129

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Trust Deed Amendments Mgmt For For

2 Approve Proposed Merger of Capitaland Mall Mgmt For For Trust and Capitaland Commercial Trust

3 Approve Issuance of Consideration Units of Mgmt For For Capitaland Mall Trust to the Holders of Units in Capitaland Commercial Trust

Capri Holdings Limited

Meeting Date: 09/23/2020 Country: Virgin Isl (UK) Meeting Type: Annual Ticker: CPRI

Primary ISIN: VGG1890L1076 Primary SEDOL: BJ1N1M9

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director John D. Idol Mgmt For For

1b Elect Director Robin Freestone Mgmt For For

1c Elect Director Ann Korologos Mgmt For For

2 Ratify Ernst & Young LLP as Auditors Mgmt For For

4 Amend Omnibus Stock Plan Mgmt For Against

Voter Rationale: Incentive awards to executives should include robust performance targets that reward strong performance and drive shareholder value over a sufficiently long period of time defined as at least three years.On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.

Page 50 of 327

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Carl Zeiss Meditec AG

Meeting Date: 08/06/2020 Country: Germany Meeting Type: Annual Ticker: AFX

Primary ISIN: DE0005313704 Primary SEDOL: 5922961

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Receive Financial Statements and Statutory Mgmt Reports for Fiscal 2018/19 (Non-Voting)

2 Approve Allocation of Income and Dividends of Mgmt For For EUR 0.65 per Share

3 Approve Discharge of Management Board for Mgmt For For Fiscal 2018/19

4 Approve Discharge of Supervisory Board for Mgmt For Against Fiscal 2018/19 Voter Rationale: The company should reduce director terms and, ideally, introduce annual re-elections, in order to facilitate a more dynamic board refreshment process.

5 Ratify Ernst & Young GmbH as Auditors for Mgmt For For Fiscal 2019/20

6 Elect Tania von der Goltz to the Supervisory Mgmt For For Board

7.1 Elect Karl Lamprecht to the Supervisory Board Mgmt For Against

Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent.

7.2 Elect Isabel De Paoli to the Supervisory Board Mgmt For Against

8 Authorize Share Repurchase Program and Mgmt For For Reissuance or Cancellation of Repurchased Shares

9 Authorize Use of Financial Derivatives when Mgmt For Against Repurchasing Shares Voter Rationale: Any request to use financial derivatives when repurchasing shares should be fully explained and justified by the company.

10 Amend Articles Re: Participation Right Mgmt For For

Catalyst Pharmaceuticals, Inc.

Meeting Date: 08/20/2020 Country: USA Meeting Type: Annual Ticker: CPRX

Primary ISIN: US14888U1016 Primary SEDOL: B1G7Q03

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Catalyst Pharmaceuticals, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Patrick J. McEnany Mgmt For For

1.2 Elect Director Philip H. Coelho Mgmt For Against

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Furthermore, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.Moreover, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.In addition, executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.Finally, the Company should put in place a policy that aims to increase gender diversity on the board. Our expectation is that there be at least one female director on the board for a company of this size.

1.3 Elect Director Charles B. O'Keeffe Mgmt For Against

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Furthermore, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.Moreover, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.Also, this director is not sufficiently independent to serve as the independent lead director.

1.4 Elect Director David S. Tierney Mgmt For Against

1.5 Elect Director Donald A. Denkhaus Mgmt For For

1.6 Elect Director Richard J. Daly Mgmt For Against

2 Increase Authorized Common Stock Mgmt For For

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SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

Catalyst Pharmaceuticals, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

3 Amend Omnibus Stock Plan Mgmt For Against

Voter Rationale: The plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job.Furthermore, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.

4 Ratify Extension of the Shareholder Rights Plan Mgmt For Against

Voter Rationale: Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.

5 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.Furthermore, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.Moreover, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

6 Ratify Grant Thornton LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

7 Other Business Mgmt For Against

Voter Rationale: Any Other Business should not be a voting item.

Cavco Industries, Inc.

Meeting Date: 07/28/2020 Country: USA Meeting Type: Annual Ticker: CVCO

Primary ISIN: US1495681074 Primary SEDOL: 2787022

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Susan L. Blount Mgmt For For

1.2 Elect Director William C. Boor Mgmt For For

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.In addition, severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.

3 Ratify RSM US LLP as Auditors Mgmt For For

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Centre Testing International Group Co., Ltd.

Meeting Date: 09/07/2020 Country: China Meeting Type: Special Ticker: 300012

Primary ISIN: CNE100000GV8 Primary SEDOL: B4VM756

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Elect Cheng Haijin as Independent Director Mgmt For For

2 Approve Change in Use of Raised Funds Mgmt For For

3 Approve Amendments to Articles of Association Mgmt For For

Centrica Plc

Meeting Date: 08/20/2020 Country: United Kingdom Meeting Type: Special Ticker: CNA

Primary ISIN: GB00B033F229 Primary SEDOL: B033F22

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Sale of Direct Energy Group to NRG Mgmt For For Energy, Inc.

China Pacific Insurance (Group) Co., Ltd.

Meeting Date: 08/21/2020 Country: China Meeting Type: Special Ticker: 2601

Primary ISIN: CNE1000009Q7 Primary SEDOL: B2Q5H56

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

EGM BALLOT FOR HOLDERS OF H SHARES Mgmt

1 Amend Articles of Association Mgmt For For

2 Approve Establishment of CPIC Fintech Co., Ltd. Mgmt For For

ELECT DIRECTORS Mgmt

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China Pacific Insurance (Group) Co., Ltd.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

3.1 Elect Chen Ran as Director Mgmt For For

3.2 Elect John Robert Dacey as Director Mgmt For For

3.3 Elect Liang Hong as Director Mgmt For For

Chuy's Holdings, Inc.

Meeting Date: 07/30/2020 Country: USA Meeting Type: Annual Ticker: CHUY

Primary ISIN: US1716041017 Primary SEDOL: B88WMY1

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Steve Hislop Mgmt For For

1.2 Elect Director Jon Howie Mgmt For For

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.Moreover, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

3 Approve Omnibus Stock Plan Mgmt For Against

Voter Rationale: Incentive plan features that allow for loans to exercise options are inconsistent with good practice and should be eliminated.On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.In addition, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

4 Ratify RSM US LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

Cincinnati Bell Inc.

Meeting Date: 09/24/2020 Country: USA Meeting Type: Annual Ticker: CBB

Primary ISIN: US1718715022 Primary SEDOL: BD5CWW7

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Cincinnati Bell Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Meredith J. Ching Mgmt For Against

1b Elect Director Walter A. Dods, Jr. Mgmt For For

1c Elect Director John W. Eck Mgmt For For

1d Elect Director Leigh R. Fox Mgmt For For

1e Elect Director Jakki L. Haussler Mgmt For For

1f Elect Director Craig F. Maier Mgmt For For

1g Elect Director Russel P. Mayer Mgmt For For

1h Elect Director Theodore H. Torbeck Mgmt For For

1i Elect Director Lynn A. Wentworth Mgmt For For

1j Elect Director Martin J. Yudkovitz Mgmt For For

3 Ratify Deloitte & Touche LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

Cirrus Logic, Inc.

Meeting Date: 07/31/2020 Country: USA Meeting Type: Annual Ticker: CRUS

Primary ISIN: US1727551004 Primary SEDOL: 2197308

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director John C. Carter Mgmt For For

1.2 Elect Director Alexander M. Davern Mgmt For For

Page 56 of 327

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Cirrus Logic, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.3 Elect Director Timothy R. Dehne Mgmt For For

1.4 Elect Director Deirdre R. Hanford Mgmt For For

1.5 Elect Director Catherine P. Lego Mgmt For For

1.6 Elect Director Jason P. Rhode Mgmt For For

1.7 Elect Director Alan R. Schuele Mgmt For For

1.8 Elect Director David J. Tupman Mgmt For For

2 Ratify Ernst & Young LLP as Auditors Mgmt For Against

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.Also, the remuneration committee should not allow vesting of incentive awards for below median performance as this is considered to be rewarding under performance of peers.

4 Amend Omnibus Stock Plan Mgmt For Against

Coda Octopus Group, Inc.

Meeting Date: 09/08/2020 Country: USA Meeting Type: Annual Ticker: CODA

Primary ISIN: US19188U2069 Primary SEDOL: BDTYXN7

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Annmarie Gayle Mgmt For For

1.2 Elect Director Michael Hamilton Mgmt For For

Page 57 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

Coda Octopus Group, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.3 Elect Director G. Tyler Runnels Mgmt For For

1.4 Elect Director Mary Losty Mgmt For For

1.5 Elect Director Joseph Charles Plumb Mgmt For For

2 Ratify Frazier & Deeter, LLC as Auditors Mgmt For For

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.In addition, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.Moreover, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

Columbus McKinnon Corporation

Meeting Date: 07/20/2020 Country: USA Meeting Type: Annual Ticker: CMCO

Primary ISIN: US1993331057 Primary SEDOL: 2211071

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Richard H. Fleming Mgmt For For

1.2 Elect Director David J. Wilson Mgmt For For

1.3 Elect Director Nicholas T. Pinchuk Mgmt For For

1.4 Elect Director Liam G. McCarthy Mgmt For For

1.5 Elect Director R. Scott Trumbull Mgmt For For

1.6 Elect Director Heath A. Mitts Mgmt For For

1.7 Elect Director Kathryn V. Roedel Mgmt For For

1.8 Elect Director Aziz S. Aghili Mgmt For For

Page 58 of 327

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Columbus McKinnon Corporation

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.9 Elect Director Jeanne Beliveau-Dunn Mgmt For For

2 Ratify Ernst & Young LLP as Auditors Mgmt For Against

Commvault Systems, Inc.

Meeting Date: 08/27/2020 Country: USA Meeting Type: Annual Ticker: CVLT

Primary ISIN: US2041661024 Primary SEDOL: B142B38

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director R. Todd Bradley Mgmt For For

1.2 Elect Director Charles "Chuck" E. Moran Mgmt For For

1.3 Elect Director Allison Pickens Mgmt For For

1.4 Elect Director Arlen Shenkman Mgmt For For

2 Declassify the Board of Directors Mgmt For For

Voter Rationale: The decision to declassify the board is laudable. The annual election of directors provides greater board accountability to shareholders and is appreciated.

3 Ratify Ernst & Young LLP as Auditors Mgmt For Against

4 Amend Omnibus Stock Plan Mgmt For Against

Voter Rationale: This plan could lead to excessive dilution.Furthermore, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job.Moreover, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

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Commvault Systems, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

5 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance as this is considered to be rewarding under performance of peers.Moreover, incentive awards to executives should include robust performance targets that reward strong performance and drive shareholder value over a sufficiently long period of time defined as at least three years.In addition, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

Computer Task Group, Incorporated

Meeting Date: 09/17/2020 Country: USA Meeting Type: Annual Ticker: CTG

Primary ISIN: US2054771025 Primary SEDOL: 2215114

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director James R. Helvey, III Mgmt For For

1.2 Elect Director Owen J. Sullivan Mgmt For For

3 Ratify Grant Thornton LLP as Auditors Mgmt For For

4 Approve Omnibus Stock Plan Mgmt For For

Voter Rationale: This plan could lead to excessive dilution.

comScore, Inc.

Meeting Date: 07/09/2020 Country: USA Meeting Type: Annual Ticker: SCOR

Primary ISIN: US20564W1053 Primary SEDOL: B1YWRF2

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SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020 comScore, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Jacques Kerrest Mgmt For For

1.2 Elect Director Kathleen Love Mgmt For For

3 Ratify Deloitte & Touche LLP as Auditors Mgmt For For

4 Amend Omnibus Stock Plan Mgmt For Against

Voter Rationale: This plan could lead to excessive dilution.In addition, incentive plans that allow for loans to exercise options are inconsistent with good practice and should be eliminated..Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Conagra Brands, Inc.

Meeting Date: 09/23/2020 Country: USA Meeting Type: Annual Ticker: CAG

Primary ISIN: US2058871029 Primary SEDOL: 2215460

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Anil Arora Mgmt For For

1b Elect Director Thomas "Tony" K. Brown Mgmt For For

Voter Rationale: The board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote.

1c Elect Director Sean M. Connolly Mgmt For For

1d Elect Director Joie A. Gregor Mgmt For Against

1e Elect Director Rajive Johri Mgmt For For

Page 61 of 327

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Conagra Brands, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1f Elect Director Richard H. Lenny Mgmt For For

1g Elect Director Melissa Lora Mgmt For For

1h Elect Director Ruth Ann Marshall Mgmt For Against

1i Elect Director Craig P. Omtvedt Mgmt For For

1j Elect Director Scott Ostfeld Mgmt For For

2 Ratify KPMG LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

Constellation Brands, Inc.

Meeting Date: 07/21/2020 Country: USA Meeting Type: Annual Ticker: STZ

Primary ISIN: US21036P1084 Primary SEDOL: 2170473

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Christy Clark Mgmt For For

1.2 Elect Director Jennifer M. Daniels Mgmt For Withhold

Voter Rationale: The lack of a robust anti-pledging policy is concerning and raises questions about audit committee effectiveness in carrying out its risk oversight function. We encourage the committee to adopt a policy ideally prohibiting or severely restricting the pledging of company shares by executives. A significant increase in pledging of the company's common stock by the company's chairman and vice chairman raises concerns regarding the Corporate Governance Committee's ability to effectively oversee the risk associated with this activity.

1.3 Elect Director Jerry Fowden Mgmt For For

1.4 Elect Director Ernesto M. Hernandez Mgmt For For

1.5 Elect Director Susan Somersille Johnson Mgmt For For

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Constellation Brands, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.6 Elect Director James A. Locke, III Mgmt For Withhold

Voter Rationale: This director is not sufficiently independent to serve as the independent lead director.

1.7 Elect Director Jose Manuel Madero Garza Mgmt For For

1.8 Elect Director Daniel J. McCarthy Mgmt For Withhold

1.9 Elect Director William A. Newlands Mgmt For For

Voter Rationale: Executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.Also, we oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders

1.10 Elect Director Richard Sands Mgmt For For

1.11 Elect Director Robert Sands Mgmt For For

1.12 Elect Director Judy A. Schmeling Mgmt For Withhold

2 Ratify KPMG LLP as Auditor Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.Also, the remuneration committee should not allow vesting of incentive awards for below median performance as this is considered to be rewarding under performance of peers.In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

Continental AG

Meeting Date: 07/14/2020 Country: Germany Meeting Type: Annual Ticker: CON

Primary ISIN: DE0005439004 Primary SEDOL: 4598589

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Continental AG

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Receive Financial Statements and Statutory Mgmt Reports for Fiscal 2019 (Non-Voting)

2 Approve Allocation of Income and Dividends of Mgmt For For EUR 3.00 per Share

3.1 Approve Discharge of Management Board Mgmt For For Member Elmar Degenhart for Fiscal 2019

3.2 Approve Discharge of Management Board Mgmt For For Member Hans-Juergen Duensing for Fiscal 2019

3.3 Approve Discharge of Management Board Mgmt For For Member Frank Jourdan for Fiscal 2019

3.4 Approve Discharge of Management Board Mgmt For For Member Christian Koetz for Fiscal 2019

3.5 Approve Discharge of Management Board Mgmt For For Member Helmut Matschi for Fiscal 2019

3.6 Approve Discharge of Management Board Mgmt For For Member Ariane Reinhart for Fiscal 2019

3.7 Approve Discharge of Management Board Mgmt For For Member Wolfgang Schaefer for Fiscal 2019

3.8 Approve Discharge of Management Board Mgmt For For Member Nikolai Setzer for Fiscal 2019

4.1 Approve Discharge of Supervisory Board Mgmt For Against Member Wolfgang Reitzle for Fiscal 2019 Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.

4.2 Approve Discharge of Supervisory Board Mgmt For For Member Hasan Allak for Fiscal 2019

4.3 Approve Discharge of Supervisory Board Mgmt For For Member Christiane Benner for Fiscal 2019

4.4 Approve Discharge of Supervisory Board Mgmt For For Member Gunter Dunkel for Fiscal 2019

4.5 Approve Discharge of Supervisory Board Mgmt For For Member Francesco Grioli for Fiscal 2019

4.6 Approve Discharge of Supervisory Board Mgmt For For Member Peter Gutzmer for Fiscal 2019

4.7 Approve Discharge of Supervisory Board Mgmt For For Member Michael Iglhaut for Fiscal 2019

4.8 Approve Discharge of Supervisory Board Mgmt For For Member Satish Khatu for Fiscal 2019

4.9 Approve Discharge of Supervisory Board Mgmt For For Member Isabel Knauf for Fiscal 2019

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Continental AG

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

4.10 Approve Discharge of Supervisory Board Mgmt For For Member Klaus Mangold for Fiscal 2019

4.11 Approve Discharge of Supervisory Board Mgmt For For Member Sabine Neuss for Fiscal 2019

4.12 Approve Discharge of Supervisory Board Mgmt For For Member Rolf Nonnenmacher for Fiscal 2019

4.13 Approve Discharge of Supervisory Board Mgmt For For Member Dirk Nordmann for Fiscal 2019

4.14 Approve Discharge of Supervisory Board Mgmt For For Member Lorenz Pfau for Fiscal 2019

4.15 Approve Discharge of Supervisory Board Mgmt For For Member Klaus Rosenfeld for Fiscal 2019

4.16 Approve Discharge of Supervisory Board Mgmt For For Member Georg Schaeffler for Fiscal 2019

4.17 Approve Discharge of Supervisory Board Mgmt For For Member Maria-Elisabeth Schaeffler-Thumann for Fiscal 2019

4.18 Approve Discharge of Supervisory Board Mgmt For For Member Joerg Schoenfelder for Fiscal 2019

4.19 Approve Discharge of Supervisory Board Mgmt For For Member Stefan Scholz for Fiscal 2019

4.20 Approve Discharge of Supervisory Board Mgmt For For Member Gudrun Valten for Fiscal 2019

4.21 Approve Discharge of Supervisory Board Mgmt For For Member Kirsten Voerkel for Fiscal 2019

4.22 Approve Discharge of Supervisory Board Mgmt For For Member Elke Volkmann for Fiscal 2019

4.23 Approve Discharge of Supervisory Board Mgmt For For Member Erwin Woerle for Fiscal 2019

4.24 Approve Discharge of Supervisory Board Mgmt For For Member Siegfried Wolf for Fiscal 2019

5 Ratify KPMG AG as Auditors for Fiscal 2020 Mgmt For For

6 Approve Remuneration Policy Mgmt For Against

Voter Rationale: Remuneration committee should not allow vesting of incentive awards for below median performance. Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.

7 Approve Remuneration of Supervisory Board Mgmt For For

CorVel Corporation

Meeting Date: 07/31/2020 Country: USA Meeting Type: Annual Ticker: CRVL

Primary ISIN: US2210061097 Primary SEDOL: 2347277

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CorVel Corporation

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director V. Gordon Clemons Mgmt For For

1.2 Elect Director Steven J. Hamerslag Mgmt For Withhold

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.Also, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.In addition, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.Moreover, the corporate governance committee has permitted a poison pill. The best defense against a take-over is strong management and a successful strategy. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and last for a limited time.

1.3 Elect Director Alan R. Hoops Mgmt For Withhold

1.4 Elect Director R. Judd Jessup Mgmt For Withhold

1.5 Elect Director Jean H. Macino Mgmt For For

1.6 Elect Director Jeffrey J. Michael Mgmt For Withhold

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.Also, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.In addition, directors with long board tenures should not serve on committees that require absolute independence.Directors who represent major shareholders are not sufficiently independent to serve on key committees as their interests may not be well aligned with the wider group of shareholders..For controlled companies, the board shouldThe compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.Moreover, the corporate governance committee has permitted a poison pill. The best defense against a take-over is strong management and a successful strategy. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and last for a limited time.

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CorVel Corporation

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

2 Ratify Haskell & White LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

3 Adopt the Jurisdiction of Incorporation as the Mgmt For Against Exclusive Forum for Certain Disputes Voter Rationale: Measures that restrict investors' access to courts are not preferred practice and should be avoided.

4 Amend Bylaws to Allow Participation in Mgmt For For Stockholder Meetings by Means of Remote Communication, Including by Means of Virtual Meeting Technology

5 Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation Voter Rationale: Incentive awards to executives should include robust performance targets that reward strong performance and drive shareholder value over a sufficiently long period of time defined as at least three years.Also, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholdersIn addition, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

6 Amend Omnibus Stock Plan Mgmt For Against

Voter Rationale: Incentive plans that allow for loans to exercise options are inconsistent with good practice and should be eliminated.Moreover, incentive awards to executives should include robust performance targets that reward strong performance and drive shareholder value over a sufficiently long period of time defined as at least three years.Also, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

Cosel Co., Ltd.

Meeting Date: 08/12/2020 Country: Japan Meeting Type: Annual Ticker: 6905

Primary ISIN: JP3283700007 Primary SEDOL: 6199742

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Tanikawa, Masato Mgmt For Against

Voter Rationale: The board lacks sufficient diversity to meet our expectations.

1.2 Elect Director Saito, Morio Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.3 Elect Director Konishi, Yukichi Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

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Cosel Co., Ltd.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.4 Elect Director Kiyosawa, Satoshi Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.5 Elect Director Yasuda, Isao Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.6 Elect Director Mano, Tatsuya Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.7 Elect Director Uchida, Yasuro Mgmt For For

1.8 Elect Director Misuta, Akio Mgmt For For

COSMOS Pharmaceutical Corp.

Meeting Date: 08/21/2020 Country: Japan Meeting Type: Annual Ticker: 3349

Primary ISIN: JP3298400007 Primary SEDOL: B036QP1

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 60

2.1 Elect Director Uno, Masateru Mgmt For Against

Voter Rationale: The board lacks sufficient diversity to meet our expectations.

2.2 Elect Director Yokoyama, Hideaki Mgmt For Against

Voter Rationale: The board lacks sufficient diversity to meet our expectations.

2.3 Elect Director Iwashita, Masahiro Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.4 Elect Director Takemori, Motoi Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.5 Elect Director Shibata, Futoshi Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

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COSMOS Pharmaceutical Corp.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

2.6 Elect Director Uno, Yukitaka Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

Covenant Transportation Group, Inc.

Meeting Date: 07/01/2020 Country: USA Meeting Type: Annual Ticker: CVTI

Primary ISIN: US22284P1057 Primary SEDOL: 2200853

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director David R. Parker Mgmt For For

1.2 Elect Director Robert E. Bosworth Mgmt For For

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Furthermore, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.Moreover, this director is not sufficiently independent to serve as the independent lead director.Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review.

1.3 Elect Director D. Michael Kramer Mgmt For For

1.4 Elect Director Bradley A. Moline Mgmt For For

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Furthermore, directors with long board tenures should not serve on committees that require absolute independence.Moreover, former employees or company founders are not sufficiently independent to serve on key board committees.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

1.5 Elect Director Rachel Parker-Hatchett Mgmt For For

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review.

1.6 Elect Director Herbert J. Schmidt Mgmt For For

1.7 Elect Director W. Miller Welborn Mgmt For For

Page 69 of 327

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Covenant Transportation Group, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: Severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.Moreover, incentive awards to executives should include robust performance targets that reward strong performance and drive shareholder value over a sufficiently long period of time defined as at least three yearsAlso, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

3 Ratify Grant Thornton LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

4 Change Company Name to Covenant Logistics Mgmt For For Group, Inc.

5 Amend Omnibus Stock Plan Mgmt For Against

Covestro AG

Meeting Date: 07/30/2020 Country: Germany Meeting Type: Annual Ticker: 1COV

Primary ISIN: DE0006062144 Primary SEDOL: BYTBWY9

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Receive Financial Statements and Statutory Mgmt Reports for Fiscal 2019 (Non-Voting)

2 Approve Allocation of Income and Dividends of Mgmt For For EUR 1.20 per Share

3 Approve Discharge of Management Board for Mgmt For For Fiscal 2019

5 Ratify KPMG AG as Auditors for Fiscal 2020 Mgmt For For

6.1 Elect Christine Bortenlaenger to the Supervisory Mgmt For For Board

6.2 Elect Rolf Nonnenmacher to the Supervisory Mgmt For For Board

6.3 Elect Richard Pott to the Supervisory Board Mgmt For For

Page 70 of 327

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Covestro AG

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

6.4 Elect Regine Stachelhaus to the Supervisory Mgmt For For Board

6.5 Elect Patrick Thomas to the Supervisory Board Mgmt For For

6.6 Elect Ferdinando Falco Beccalli to the Mgmt For For Supervisory Board

7 Approve Creation of EUR 73.2 Million Pool of Mgmt For For Capital with Partial Exclusion of Preemptive Rights

8 Approve Issuance of Warrants/Bonds with Mgmt For For Warrants Attached/Convertible Bonds with Partial Exclusion of Preemptive Rights up to Aggregate Nominal Amount of EUR 2 Billion; Approve Creation of EUR 18.3 Million Pool of Capital to Guarantee Conversion Rights

9 Amend Articles Re: Fiscal Year, Announcements, Mgmt For For Transmission of Information, Place of Jurisdiction; AGM Convocation; Proof of Entitlement

10 Amend Articles Re: Passing Supervisory Board Mgmt For For Resolutions by Electronic Means of Communication

CRA International, Inc.

Meeting Date: 07/08/2020 Country: USA Meeting Type: Annual Ticker: CRAI

Primary ISIN: US12618T1051 Primary SEDOL: 2240622

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Richard D. Booth Mgmt For For

1.2 Elect Director William F. Concannon Mgmt For For

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.Furthermore, this director is not sufficiently independent to serve as the independent lead director.Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review.Moreover, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

1.3 Elect Director Christine R. Detrick Mgmt For For

Page 71 of 327

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CRA International, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

3 Ratify Grant Thornton LLP as Auditors Mgmt For For

Create SD Holdings Co., Ltd.

Meeting Date: 08/21/2020 Country: Japan Meeting Type: Annual Ticker: 3148

Primary ISIN: JP3269940007 Primary SEDOL: B3V2XQ2

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 21

2.1 Elect Director Yamamoto, Hisao Mgmt For For

2.2 Elect Director Hirose, Taizo Mgmt For For

2.3 Elect Director Yamamoto, Itsuko Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.4 Elect Director Saito, Osamu Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.5 Elect Director Nakaura, Shigeto Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.6 Elect Director Kasakawa, Kuniaki Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

3 Elect Alternate Director and Audit Committee Mgmt For For Member Ampo, Yoko

Page 72 of 327

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Credit Acceptance Corporation

Meeting Date: 07/15/2020 Country: USA Meeting Type: Annual Ticker: CACC

Primary ISIN: US2253101016 Primary SEDOL: 2232050

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Glenda J. Flanagan Mgmt For Withhold

1.2 Elect Director Brett A. Roberts Mgmt For For

1.3 Elect Director Thomas N. Tryforos Mgmt For Withhold

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Also, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.In addition, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.Moreover, this director is not sufficiently independent to serve as the independent lead director.Lastly, the Company should put in place a policy that aims to increase gender diversity on the board. Our expectation is that there be at least two female directors on the board for a company of this size.

1.4 Elect Director Scott J. Vassalluzzo Mgmt For Withhold

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.Also, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders.In addition, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest. The compensation committee approved a problematic performance-based stock award to a non-employee director.

Page 73 of 327

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Credit Acceptance Corporation

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

3 Ratify Grant Thornton LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

CSW Industrials, Inc.

Meeting Date: 08/14/2020 Country: USA Meeting Type: Annual Ticker: CSWI

Primary ISIN: US1264021064 Primary SEDOL: BYQD1J6

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Joseph B. Armes Mgmt For For

1.2 Elect Director Michael R. Gambrell Mgmt For For

1.3 Elect Director Terry L. Johnston Mgmt For For

1.4 Elect Director Linda A. Livingstone Mgmt For For

1.5 Elect Director William F. Quinn Mgmt For For

1.6 Elect Director Robert M. Swartz Mgmt For For

1.7 Elect Director J. Kent Sweezey Mgmt For For

1.8 Elect Director Debra L. von Storch Mgmt For For

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.In addition, the remuneration committee should not allow vesting of incentive awards for below median performance as this is considered to be rewarding under performance of peers.Moreover, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.Also, severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.

3 Ratify Grant Thornton LLP as Auditors Mgmt For For

Culp, Inc.

Meeting Date: 09/30/2020 Country: USA Meeting Type: Annual Ticker: CULP

Primary ISIN: US2302151053 Primary SEDOL: 2239794

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Culp, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Robert G. Culp, IV Mgmt For For

1.2 Elect Director Perry E. Davis Mgmt For For

1.3 Elect Director Sharon A. Decker Mgmt For For

1.4 Elect Director Fred A. Jackson Mgmt For For

1.5 Elect Director Kenneth R. Larson Mgmt For Withhold

1.6 Elect Director Kenneth W. McAllister Mgmt For Withhold

1.7 Elect Director Franklin N. Saxon Mgmt For For

2 Ratify Grant Thornton LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

3 Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation Voter Rationale: The company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

Daikokutenbussan Co., Ltd.

Meeting Date: 08/19/2020 Country: Japan Meeting Type: Annual Ticker: 2791

Primary ISIN: JP3483050005 Primary SEDOL: 6713186

Page 75 of 327

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Daikokutenbussan Co., Ltd.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 27

2 Amend Articles to Amend Provisions on Number Mgmt For For of Directors

3.1 Elect Director Oga, Shoji Mgmt For Against

Voter Rationale: The board lacks sufficient diversity to meet our expectations.

3.2 Elect Director Kikuchi, Kazuhiro Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

3.3 Elect Director Omura, Masashi Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

3.4 Elect Director Kawada, Tomohiro Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

3.5 Elect Director Oga, Masahiko Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

3.6 Elect Director Namba, Yoichi Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

3.7 Elect Director Noda, Naoki Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

3.8 Elect Director Fukuda, Masahiko Mgmt For For

4 Appoint Alternate Statutory Auditor Kuwahara, Mgmt For Against Kazunari Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.

Daimler AG

Meeting Date: 07/08/2020 Country: Germany Meeting Type: Annual Ticker: DAI

Primary ISIN: DE0007100000 Primary SEDOL: 5529027

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Daimler AG

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Receive Financial Statements and Statutory Mgmt Reports for Fiscal 2019 (Non-Voting)

2 Approve Allocation of Income and Dividends of Mgmt For For EUR 0.90 per Share

3 Approve Discharge of Management Board for Mgmt For Against Fiscal 2019 Voter Rationale: We voted against on a precautionary basis in light of the ongoing investigations concerning potentially illegal diesel emissions as well as possible antitrust violations.

4 Approve Discharge of Supervisory Board for Mgmt For Against Fiscal 2019 Voter Rationale: We voted against on a precautionary basis in light of the ongoing investigations concerning potentially illegal diesel emissions as well as possible antitrust violations. In addition, the company should reduce director terms and, ideally, introduce annual re-elections, in order to facilitate a more dynamic board refreshment process.

5.1 Ratify KPMG AG as Auditors for Fiscal 2020 Mgmt For Against

Voter Rationale: Companies that have had the same auditor for a long period of time should consider a plan or tender process for bringing in a new auditing firm, ideally every 10 years.

5.2 Ratify KPMG AG as Auditors for the 2021 Mgmt For Against Interim Financial Statements Until the 2021 AGM Voter Rationale: Companies that have had the same auditor for a long period of time should consider a plan or tender process for bringing in a new auditing firm, ideally every 10 years.

6 Approve Remuneration Policy Mgmt For Against

Voter Rationale: Remuneration committee should not allow vesting of incentive awards for below median performance.

7 Elect Timotheus Hoettges to the Supervisory Mgmt For Against Board Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

8 Authorize Share Repurchase Program and Mgmt For For Reissuance or Cancellation of Repurchased Shares

10 Approve Issuance of Warrants/Bonds with Mgmt For For Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 10 Billion; Approve Creation of EUR 500 Million Pool of Capital to Guarantee Conversion Rights

11.1 Amend Articles Re: AGM Video and Audio Mgmt For For Transmission

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Daimler AG

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

11.2 Amend Articles Re: Electronic Participation of Mgmt For For Shareholders

12.1 Amend Articles Re: Annulment of the Majority Mgmt For For Requirement Clause for Passing Resolutions at General Meetings

12.2 Amend Articles Re: Majority Requirement for Mgmt For Against Passing Resolutions at General Meetings Voter Rationale: Changes in company's by-laws should not result in the erosion of shareholder rights.

13 Approve Affiliation Agreement with Mgmt For For Mercedes-Benz Bank AG

Daisyo Corp.

Meeting Date: 08/30/2020 Country: Japan Meeting Type: Special Ticker: 9979

Primary ISIN: JP3484000009 Primary SEDOL: 6273710

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Capital Reduction Mgmt For For

Daiwa Office Investment Corp.

Meeting Date: 08/25/2020 Country: Japan Meeting Type: Special Ticker: 8976

Primary ISIN: JP3046310003 Primary SEDOL: B0LNTF5

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Elect Executive Director Miyamoto, Seiya Mgmt For For

2 Elect Alternate Executive Director Fukushima, Mgmt For For Toshio

3.1 Elect Supervisory Director Hiraishi, Takayuki Mgmt For For

3.2 Elect Supervisory Director Sakuma, Hiroshi Mgmt For For

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Daktronics, Inc.

Meeting Date: 09/02/2020 Country: USA Meeting Type: Annual Ticker: DAKT

Primary ISIN: US2342641097 Primary SEDOL: 2254010

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Robert G. Dutcher Mgmt For For

1.2 Elect Director Jose-Marie Griffiths Mgmt For For

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.In addition, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

3 Ratify Deloitte & Touche, LLP as Auditors Mgmt For For

4 Approve Omnibus Stock Plan Mgmt For For

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

Darden Restaurants, Inc.

Meeting Date: 09/23/2020 Country: USA Meeting Type: Annual Ticker: DRI

Primary ISIN: US2371941053 Primary SEDOL: 2289874

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Margaret Shan Atkins Mgmt For For

1.2 Elect Director James P. Fogarty Mgmt For For

1.3 Elect Director Cynthia T. Jamison Mgmt For For

Page 79 of 327

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Darden Restaurants, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.4 Elect Director Eugene I. Lee, Jr. Mgmt For For

1.5 Elect Director Nana Mensah Mgmt For For

1.6 Elect Director William S. Simon Mgmt For For

1.7 Elect Director Charles M. Sonsteby Mgmt For For

1.8 Elect Director Timothy J. Wilmott Mgmt For For

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

3 Ratify KPMG LLP as Auditors Mgmt For Against

DCC Plc

Meeting Date: 07/17/2020 Country: Ireland Meeting Type: Annual Ticker: DCC

Primary ISIN: IE0002424939 Primary SEDOL: 0242493

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Accept Financial Statements and Statutory Mgmt For For Reports

2 Approve Final Dividend Mgmt For For

3 Approve Remuneration Report Mgmt For For

4 Approve Remuneration Policy Mgmt For For

5(a) Re-elect Mark Breuer as Director Mgmt For For

5(b) Re-elect Caroline Dowling as Director Mgmt For For

5(c) Elect Tufan Erginbilgic as Director Mgmt For For

5(d) Re-elect David Jukes as Director Mgmt For For

5(e) Re-elect Pamela Kirby as Director Mgmt For For

Page 80 of 327

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DCC Plc

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

5(f) Re-elect Jane Lodge as Director Mgmt For For

5(g) Re-elect Cormac McCarthy as Director Mgmt For For

5(h) Re-elect John Moloney as Director Mgmt For For

Voter Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.

5(i) Re-elect Donal Murphy as Director Mgmt For For

5(j) Re-elect Mark Ryan as Director Mgmt For For

6 Authorise Board to Fix Remuneration of Auditors Mgmt For For

7 Authorise Issue of Equity Mgmt For For

8 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights

9 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights in Connection with an Acquisition or Other Capital Investment

10 Authorise Market Purchase of Shares Mgmt For For

11 Authorise Reissuance Price Range of Treasury Mgmt For For Shares

12 Amend Long Term Incentive Plan Mgmt For For

Deckers Outdoor Corporation

Meeting Date: 09/11/2020 Country: USA Meeting Type: Annual Ticker: DECK

Primary ISIN: US2435371073 Primary SEDOL: 2267278

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Michael F. Devine, III Mgmt For For

1.2 Elect Director Nelson C. Chan Mgmt For For

1.3 Elect Director Cynthia (Cindy) L. Davis Mgmt For For

1.4 Elect Director Juan R. Figuereo Mgmt For For

1.5 Elect Director Victor Luis Mgmt For For

1.6 Elect Director Dave Powers Mgmt For For

1.7 Elect Director Lauri M. Shanahan Mgmt For For

1.8 Elect Director Brian A. Spaly Mgmt For For

Page 81 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

Deckers Outdoor Corporation

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.9 Elect Director Bonita C. Stewart Mgmt For Withhold

2 Ratify KPMG LLP as Auditors Mgmt For Against

3 Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation Voter Rationale: Incentive awards to executives should include robust performance targets that reward strong performance and drive shareholder value over a sufficiently long period of time defined as at least three years.Also, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

Denbury Resources Inc.

Meeting Date: 08/28/2020 Country: USA Meeting Type: Written Consent Ticker: DNRCQ

Primary ISIN: US24790A1016 Primary SEDOL: BMZQZL2

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Vote on the Plan Mgmt For For

2 Opt-Out of the Third Party Release Mgmt For Abstain

Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

Designer Brands Inc.

Meeting Date: 07/14/2020 Country: USA Meeting Type: Annual Ticker: DBI

Primary ISIN: US2505651081 Primary SEDOL: BJ9J282

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Harvey L. Sonnenberg Mgmt For Withhold

Page 82 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

Designer Brands Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.2 Elect Director Allan J. Tanenbaum Mgmt For Withhold

2 Ratify Deloitte & Touche LLP as Auditors Mgmt For Against

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.Also, incentive awards to executives should include robust performance targets that reward strong performance and drive shareholder value over a sufficiently long period of time defined as at least three years.In addition, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

4 Amend Omnibus Stock Plan Mgmt For Against

Voter Rationale: This plan could lead to excessive dilution.Also, incentive awards to executives should include robust performance targets that reward strong performance and drive shareholder value over a sufficiently long period of time defined as at least three years.In addition, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.

Deutsche Post AG

Meeting Date: 08/27/2020 Country: Germany Meeting Type: Annual Ticker: DPW

Primary ISIN: DE0005552004 Primary SEDOL: 4617859

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Receive Financial Statements and Statutory Mgmt Reports for Fiscal 2019 (Non-Voting)

2 Approve Allocation of Income and Dividends of Mgmt For For EUR 1.15 per Share

3 Approve Discharge of Management Board for Mgmt For For Fiscal 2019

Page 83 of 327

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Deutsche Post AG

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

5 Ratify PricewaterhouseCoopers GmbH as Mgmt For Against Auditors for Fiscal 2020 Voter Rationale: Companies that have had the same auditor for a long period of time should consider a plan or tender process for bringing in a new auditing firm, ideally every 10 years.

6.1 Elect Joerg Kukies to the Supervisory Board Mgmt For Against

Voter Rationale: For widely held companies, the supervisory board should include at least 50% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. .

6.2 Elect Lawrence Rosen to the Supervisory Board Mgmt For Against

7 Approve Stock Option Plan for Key Employees; Mgmt For For Approve Creation of EUR 12 Million Pool of Conditional Capital to Guarantee Conversion Rights

8 Approve Issuance of Warrants/Bonds with Mgmt For For Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 1.5 Billion; Approve Creation of EUR 40 Million Pool of Capital to Guarantee Conversion Rights

9.1 Amend Articles Re: Online Participation Mgmt For For

9.2 Amend Articles Re: Interim Dividend Mgmt For For

Diageo Plc

Meeting Date: 09/28/2020 Country: United Kingdom Meeting Type: Annual Ticker: DGE

Primary ISIN: GB0002374006 Primary SEDOL: 0237400

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Accept Financial Statements and Statutory Mgmt For For Reports

2 Approve Remuneration Report Mgmt For For

3 Approve Remuneration Policy Mgmt For For

4 Approve Final Dividend Mgmt For For

5 Elect Melissa Bethell as Director Mgmt For For

6 Re-elect Javier Ferran as Director Mgmt For For

Page 84 of 327

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Diageo Plc

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

7 Re-elect Susan Kilsby as Director Mgmt For For

8 Re-elect Lady Mendelsohn as Director Mgmt For For

9 Re-elect Ivan Menezes as Director Mgmt For For

10 Re-elect Kathryn Mikells as Director Mgmt For For

11 Re-elect Alan Stewart as Director Mgmt For For

12 Reappoint PricewaterhouseCoopers LLP as Mgmt For For Auditors

13 Authorise the Audit Committee to Fix Mgmt For For Remuneration of Auditors

14 Authorise EU Political Donations and Mgmt For For Expenditure

15 Authorise Issue of Equity Mgmt For For

16 Amend Diageo 2001 Share Incentive Plan Mgmt For For

17 Approve Diageo 2020 Sharesave Plan Mgmt For For

18 Approve Diageo Deferred Bonus Share Plan Mgmt For For

19 Authorise the Company to Establish Mgmt For For International Share Plans

20 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights

21 Authorise Market Purchase of Ordinary Shares Mgmt For For

22 Authorise the Company to Call General Meeting Mgmt For For with Two Weeks' Notice

23 Adopt New Articles of Association Mgmt For For

24 Authorise 2019 Share Buy-backs and Employee Mgmt For For Benefit and Share Ownership Trust Transactions

Digital Turbine, Inc.

Meeting Date: 09/15/2020 Country: USA Meeting Type: Annual Ticker: APPS

Primary ISIN: US25400W1027 Primary SEDOL: BVFNZL6

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Robert Deutschman Mgmt For For

Page 85 of 327

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Digital Turbine, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders

1.2 Elect Director Roy H. Chestnutt Mgmt For For

1.3 Elect Director Mohan S. Gyani Mgmt For For

1.4 Elect Director Jeffrey Karish Mgmt For For

1.5 Elect Director Christopher Rogers Mgmt For For

1.6 Elect Director Michelle M. Sterling Mgmt For For

1.7 Elect Director William G. Stone, III Mgmt For For

Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.In addition, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.Also, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholdersMoreover, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

3 Advisory Vote on Say on Pay Frequency Mgmt One Year One Year

4 Approve Omnibus Stock Plan Mgmt For Against

Voter Rationale: This plan could lead to excessive dilution.In addition, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.Incentive awards to executives should include robust performance targets that reward strong performance and drive shareholder value over a sufficiently long period of time defined as at least three years.Moreover, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job.Furthermore, incentive plan features that allow for loans to exercise options are inconsistent with good practice and should be eliminated.Also, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

5 Ratify SingerLewak LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

DIP Corp.

Meeting Date: 07/29/2020 Country: Japan Meeting Type: Annual Ticker: 2379

Primary ISIN: JP3548640006 Primary SEDOL: 6714071

Page 86 of 327

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DIP Corp.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Tomita, Hideki Mgmt For For

1.2 Elect Director Iwata, Kazuhisa Mgmt For For

1.3 Elect Director Ueki, Katsumi Mgmt For For

1.4 Elect Director Shidachi, Masatsugu Mgmt For For

1.5 Elect Director Maehara, Michiyo Mgmt For For

1.6 Elect Director Tanabe, Eriko Mgmt For For

Duluth Holdings Inc.

Meeting Date: 07/13/2020 Country: USA Meeting Type: Annual Ticker: DLTH

Primary ISIN: US26443V1017 Primary SEDOL: BYP97Q4

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Stephen L. Schlecht Mgmt For For

1.2 Elect Director E. David Coolidge, III Mgmt For For

1.3 Elect Director Francesca M. Edwardson Mgmt For For

1.4 Elect Director David C. Finch Mgmt For For

1.5 Elect Director Thomas G. Folliard Mgmt For For

1.6 Elect Director Brenda I. Morris Mgmt For For

1.7 Elect Director Scott K. Williams Mgmt For For

2 Ratify Grant Thornton LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

Page 87 of 327

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DXC Technology Company

Meeting Date: 08/13/2020 Country: USA Meeting Type: Annual Ticker: DXC

Primary ISIN: US23355L1061 Primary SEDOL: BYXD7B3

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Mukesh Aghi Mgmt For For

1b Elect Director Amy E. Alving Mgmt For For

1c Elect Director David A. Barnes Mgmt For For

1d Elect Director Raul J. Fernandez Mgmt For For

1e Elect Director David L. Herzog Mgmt For For

1f Elect Director Mary L. Krakauer Mgmt For For

1g Elect Director Ian C. Read Mgmt For For

1h Elect Director Michael J. Salvino Mgmt For For

1i Elect Director Manoj P. Singh Mgmt For For

1j Elect Director Robert F. Woods Mgmt For For

2 Ratify Deloitte & Touche LLP as Auditors Mgmt For Against

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation

4 Amend Omnibus Stock Plan Mgmt For Against

5 Amend Non-Employee Director Restricted Stock Mgmt For For Plan

Dynatrace, Inc.

Meeting Date: 08/25/2020 Country: USA Meeting Type: Annual Ticker: DT

Primary ISIN: US2681501092 Primary SEDOL: BJV2RD9

Page 88 of 327

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Dynatrace, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director John Van Siclen Mgmt For For

1b Elect Director Michael Capone Mgmt For Against

Voter Rationale: Changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval.In addition, the Company should put in place a policy that aims to increase gender diversity on the board. Our expectation is that there be at least two female directors on the board for a company of this size.Moreover, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

1c Elect Director Stephen Lifshatz Mgmt For For

2 Ratify BDO USA, LLP as Auditors Mgmt For For

E*TRADE Financial Corporation

Meeting Date: 07/17/2020 Country: USA Meeting Type: Special Ticker: ETFC

Primary ISIN: US2692464017 Primary SEDOL: 2299011

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Merger Agreement Mgmt For For

2 Advisory Vote on Golden Parachutes Mgmt For Against

Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.In addition, severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.Moreover, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.Specifically, while cash severance is double trigger, most executives are expected to receive an excise tax gross-up in connection with the merger. In addition, though the CEO will remain employed, he will be entitled to receive a large cash payment that exceeds three times his base salary plus target bonus. In addition, all outstanding equity will auto-accelerate upon consummation of the merger, including equity granted in early 2020.

3 Adjourn Meeting Mgmt For For

e.l.f. Beauty, Inc.

Meeting Date: 08/27/2020 Country: USA Meeting Type: Annual Ticker: ELF

Primary ISIN: US26856L1035 Primary SEDOL: BDDQ975

Page 89 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020 e.l.f. Beauty, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Kirk L. Perry Mgmt For Withhold

1.2 Elect Director Sabrina L. Simmons Mgmt For For

1.3 Elect Director Maureen C. Watson Mgmt For Withhold

Voter Rationale: Changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval.In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time.In addition, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.Moreover, incentive awards to executives should include robust performance targets that reward strong performance and drive shareholder value over a sufficiently long period of time defined as at least three years.Furthermore, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

3 Advisory Vote on Say on Pay Frequency Mgmt One Year One Year

4 Ratify Deloitte & Touche LLP as Auditors Mgmt For For

Eagle Materials Inc.

Meeting Date: 08/05/2020 Country: USA Meeting Type: Annual Ticker: EXP

Primary ISIN: US26969P1084 Primary SEDOL: 2191399

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Margot L. Carter Mgmt For For

1b Elect Director Michael R. Nicolais Mgmt For Against

1c Elect Director Mary P. Ricciardello Mgmt For For

Page 90 of 327

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Eagle Materials Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1d Elect Director Richard R. Stewart Mgmt For Against

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: Severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.Moreover, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.In addition, incentive awards to executives should include robust performance targets that reward strong performance and drive shareholder value over a sufficiently long period of time defined as at least three years.Also, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders.

3 Ratify Ernst & Young LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

Ebix, Inc.

Meeting Date: 09/14/2020 Country: USA Meeting Type: Annual Ticker: EBIX

Primary ISIN: US2787152063 Primary SEDOL: 2008400

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Robin Raina Mgmt For For

1.2 Elect Director Hans U. Benz Mgmt For Withhold

Page 91 of 327

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Ebix, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.3 Elect Director Pavan Bhalla Mgmt For Withhold

1.4 Elect Director Neil D. Eckert Mgmt For Withhold

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.In addition, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.Moreover, directors with long board tenures should not serve on committees that require absolute independence.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.Furthermore, the Company should put in place a policy that aims to increase gender diversity on the board. Our expectation is that there be at least one female director on the board for a company of this size.

1.5 Elect Director George W. Hebard, III Mgmt For For

1.6 Elect Director Rolf Herter Mgmt For Withhold

1.7 Elect Director Hans Ueli Keller Mgmt For Withhold

2 Approve Omnibus Stock Plan Mgmt For Against

Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time.In addition, this plan could lead to excessive dilution.Moreover, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job.Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Lastly, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

3 Ratify RSM US LLP as Auditors Mgmt For For

Page 92 of 327

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Ebix, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

4 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time.In addition, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.Moreover, severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.Furthermore, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.Additionally, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Also, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.Lastly, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

Electrocomponents Plc

Meeting Date: 07/16/2020 Country: United Kingdom Meeting Type: Annual Ticker: ECM

Primary ISIN: GB0003096442 Primary SEDOL: 0309644

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Accept Financial Statements and Statutory Mgmt For For Reports

2 Approve Remuneration Report Mgmt For For

3 Elect Joan Wainwright as Director Mgmt For For

4 Re-elect Bertrand Bodson as Director Mgmt For Against

5 Re-elect Louisa Burdett as Director Mgmt For For

6 Re-elect David Egan as Director Mgmt For For

7 Re-elect Karen Guerra as Director Mgmt For For

8 Re-elect Peter Johnson as Director Mgmt For For

Voter Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.

9 Re-elect Bessie Lee as Director Mgmt For For

10 Re-elect Simon Pryce as Director Mgmt For For

Page 93 of 327

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Electrocomponents Plc

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

11 Re-elect Lindsley Ruth as Director Mgmt For For

12 Re-elect David Sleath as Director Mgmt For For

13 Reappoint PricewaterhouseCoopers LLP as Mgmt For For Auditors

14 Authorise Board to Fix Remuneration of Auditors Mgmt For For

15 Authorise Issue of Equity Mgmt For For

16 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights

17 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights in Connection with an Acquisition or Other Capital Investment

18 Authorise Market Purchase of Ordinary Shares Mgmt For For

19 Authorise the Company to Call General Meeting Mgmt For For with Two Weeks' Notice

Electronic Arts Inc.

Meeting Date: 08/06/2020 Country: USA Meeting Type: Annual Ticker: EA

Primary ISIN: US2855121099 Primary SEDOL: 2310194

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Leonard S. Coleman Mgmt For Against

Voter Rationale: oards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Also, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

1b Elect Director Jay C. Hoag Mgmt For For

1c Elect Director Jeffrey T. Huber Mgmt For For

1d Elect Director Lawrence F. Probst, III Mgmt For Against

1e Elect Director Talbott Roche Mgmt For For

Page 94 of 327

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Electronic Arts Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1f Elect Director Richard A. Simonson Mgmt For Against

1g Elect Director Luis A. Ubinas Mgmt For For

1h Elect Director Heidi J. Ueberroth Mgmt For For

1i Elect Director Andrew Wilson Mgmt For For

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time.Also, the remuneration committee should not allow vesting of incentive awards for below median performance as this is considered to be rewarding under performance of peers.In addition, incentive awards to executives should include robust performance targets that reward strong performance and drive shareholder value over a sufficiently long period of time defined as at least three years. Specifically, the committee granted special equity awards to certain NEOs notwithstanding that both NEOs were granted special awards in FY18, which have not yet vested. While recognizing the need to retain top executives, investors may expect special awards to be relatively infrequent and may question executives receiving multiple special awards in a relatively short period of time. Additionally, the committee continues to rely on above-median benchmarking, which has a ratcheting effect on executive compensation. Finally these pay outcomes are out of line with the experience of the wider workforce who have seen widespread layoffs during the year under review.

3 Ratify KPMG LLP as Auditors Mgmt For Against

4 Provide Right to Act by Written Consent SH Against Against

Voter Rationale: Given that proxy access is in place, this proposal is not considered to be necessary.

Energy Recovery, Inc.

Meeting Date: 07/16/2020 Country: USA Meeting Type: Annual Ticker: ERII

Primary ISIN: US29270J1007 Primary SEDOL: B3B5J07

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Alexander J. Buehler Mgmt For Withhold

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Energy Recovery, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Also, former employees or company founders are not sufficiently independent to serve on key board committees.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.In addition, executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

1.2 Elect Director Robert Yu Lang Mao Mgmt For For

2 Approve Omnibus Stock Plan Mgmt For Against

Voter Rationale: This plan could lead to excessive dilution.In addition, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders. In addition, the disclosure of change-in-control ("CIC") vesting treatment is incomplete (or is otherwise considered discretionary).

3 Ratify Deloitte & Touche LLP as Auditors Mgmt For For

4 Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.Also, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.In addition, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

EnerSys

Meeting Date: 07/30/2020 Country: USA Meeting Type: Annual Ticker: ENS

Primary ISIN: US29275Y1029 Primary SEDOL: B020GQ5

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Caroline Chan Mgmt For For

1.2 Elect Director Steven M. Fludder Mgmt For For

1.3 Elect Director Paul J. Tufano Mgmt For For

2 Ratify Ernst & Young LLP as Auditors Mgmt For Against

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EnerSys

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

4 Advisory Vote on Say on Pay Frequency Mgmt One Year One Year

Ennis, Inc.

Meeting Date: 07/16/2020 Country: USA Meeting Type: Annual Ticker: EBF

Primary ISIN: US2933891028 Primary SEDOL: 2316103

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Aaron Carter Mgmt For For

1.2 Elect Director Gary S. Mozina Mgmt For For

1.3 Elect Director Keith S. Walters Mgmt For For

2 Ratify Grant Thornton LLP as Auditors Mgmt For For

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time.Also, the board should act with accountability to the investors it represents and take action where a substantial proportion have expressed concerns over compensation practices in previous years.Moreover, severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Support for this proposal is not warranted because the compensation committee demonstrated only mixed responsiveness to shareholder concerns following last year's failed say-on-pay proposal. The company provided limited disclosure on shareholder engagement and feedback, and it is difficult to determine whether the limited pay program changes sufficiently address shareholder concerns.

4 Other Business Mgmt For Against

Voter Rationale: Any Other Business should not be a voting item.

Page 97 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020 ePlus inc.

Meeting Date: 09/15/2020 Country: USA Meeting Type: Annual Ticker: PLUS

Primary ISIN: US2942681071 Primary SEDOL: 2597748

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Bruce M. Bowen Mgmt For Withhold

1.2 Elect Director John E. Callies Mgmt For For

1.3 Elect Director C. Thomas Faulders, III Mgmt For Withhold

1.4 Elect Director Eric D. Hovde Mgmt For Withhold

1.5 Elect Director Ira A. Hunt, III Mgmt For For

1.6 Elect Director Mark P. Marron Mgmt For For

1.7 Elect Director Maureen F. Morrison Mgmt For For

1.8 Elect Director Ben Xiang Mgmt For For

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.In addition, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.

3 Ratify Deloitte & Touche LLP as Auditors Mgmt For Against

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EQT Corporation

Meeting Date: 07/23/2020 Country: USA Meeting Type: Special Ticker: EQT

Primary ISIN: US26884L1098 Primary SEDOL: 2319414

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Increase Authorized Common Stock Mgmt For For

2 Adjourn Meeting Mgmt For For

Equatorial Energia SA

Meeting Date: 07/17/2020 Country: Brazil Meeting Type: Annual Ticker: EQTL3

Primary ISIN: BREQTLACNOR0 Primary SEDOL: B128R96

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Accept Financial Statements and Statutory Mgmt For For Reports for Fiscal Year Ended Dec. 31, 2019 Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.

2 Approve Allocation of Income and Dividends Mgmt For For

3 Approve Remuneration of Company's Mgmt For Against Management Voter Rationale: We urge the board to take immediate steps to provide shareholders with the information referred to in item 13 of the Reference Form in CVM Instruction 480.

4 Do You Wish to Request Installation of a Fiscal Mgmt None For Council, Under the Terms of Article 161 of the Brazilian Corporate Law?

5 Approve Remuneration of Fiscal Council Mgmt For For Members

6 Elect Fiscal Council Members Mgmt For For

7 In Case One of the Nominees Leaves the Fiscal Mgmt None Against Council Slate Due to a Separate Minority Election, as Allowed Under Articles 161 and 240 of the Brazilian Corporate Law, May Your Votes Still Be Counted for the Proposed Slate?

Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

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Equatorial Energia SA

Meeting Date: 07/17/2020 Country: Brazil Meeting Type: Special Ticker: EQTL3

Primary ISIN: BREQTLACNOR0 Primary SEDOL: B128R96

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Amend Article 6 to Reflect Changes in Capital Mgmt For For

2 Amend Article 26 Mgmt For For

3 Consolidate Bylaws Mgmt For For

4 Authorize Board to Ratify and Execute Approved Mgmt For For Resolutions

Equatorial Energia SA

Meeting Date: 07/17/2020 Country: Brazil Meeting Type: Special Ticker: EQTL3

Primary ISIN: BREQTLACNOR0 Primary SEDOL: B128R96

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Amend Article 3 Re: Corporate Purpose Mgmt For For

2 Consolidate Bylaws Mgmt For For

3 Authorize Board to Ratify and Execute Approved Mgmt For For Resolutions

Evolution Gaming Group AB

Meeting Date: 09/24/2020 Country: Sweden Meeting Type: Special Ticker: EVO

Primary ISIN: SE0012673267 Primary SEDOL: BJXSCH4

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Open Meeting Mgmt

2 Elect Chairman of Meeting Mgmt For For

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Evolution Gaming Group AB

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

3 Prepare and Approve List of Shareholders Mgmt For For

4 Approve Agenda of Meeting Mgmt For For

5 Designate Inspector(s) of Minutes of Meeting Mgmt For For

6 Acknowledge Proper Convening of Meeting Mgmt For For

7 Approve Issuance of Shares for a Private Mgmt For For Placement for NetEnt AB (publ)

8 Close Meeting Mgmt

Exact Sciences Corporation

Meeting Date: 07/23/2020 Country: USA Meeting Type: Annual Ticker: EXAS

Primary ISIN: US30063P1057 Primary SEDOL: 2719951

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Eli Casdin Mgmt For For

1.2 Elect Director James E. Doyle Mgmt For For

1.3 Elect Director Freda Lewis-Hall Mgmt For For

1.4 Elect Director Kathleen G. Sebelius Mgmt For For

2 Ratify PricewaterhouseCoopers, LLP as Auditors Mgmt For For

4 Increase Authorized Common Stock Mgmt For For

Experian Plc

Meeting Date: 07/22/2020 Country: Jersey Meeting Type: Annual Ticker: EXPN

Primary ISIN: GB00B19NLV48 Primary SEDOL: B19NLV4

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Experian Plc

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Accept Financial Statements and Statutory Mgmt For For Reports

2 Approve Remuneration Report Mgmt For For

3 Approve Remuneration Policy Mgmt For For

4 Re-elect Dr Ruba Borno as Director Mgmt For For

5 Re-elect Brian Cassin as Director Mgmt For For

6 Re-elect Caroline Donahue as Director Mgmt For For

7 Re-elect Luiz Fleury as Director Mgmt For For

8 Re-elect Deirdre Mahlan as Director Mgmt For For

9 Re-elect Lloyd Pitchford as Director Mgmt For For

10 Re-elect Mike Rogers as Director Mgmt For For

11 Re-elect George Rose as Director Mgmt For For

12 Re-elect Kerry Williams as Director Mgmt For For

13 Reappoint KPMG LLP as Auditors Mgmt For For

14 Authorise Board to Fix Remuneration of Auditors Mgmt For For

15 Authorise Issue of Equity Mgmt For For

16 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights

17 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights in Connection with an Acquisition or Other Capital Investment

18 Authorise Market Purchase of Ordinary Shares Mgmt For For

FedEx Corporation

Meeting Date: 09/21/2020 Country: USA Meeting Type: Annual Ticker: FDX

Primary ISIN: US31428X1063 Primary SEDOL: 2142784

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Marvin R. Ellison Mgmt For For

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FedEx Corporation

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1b Elect Director Susan Patricia Griffith Mgmt For For

1c Elect Director John C. (Chris) Inglis Mgmt For For

1d Elect Director Kimberly A. Jabal Mgmt For For

1e Elect Director Shirley Ann Jackson Mgmt For Against

1f Elect Director R. Brad Martin Mgmt For For

1g Elect Director Joshua Cooper Ramo Mgmt For For

1h Elect Director Susan C. Schwab Mgmt For For

1i Elect Director Frederick W. Smith Mgmt For For

1j Elect Director David P. Steiner Mgmt For For

1k Elect Director Rajesh Subramaniam Mgmt For For

1l Elect Director Paul S. Walsh Mgmt For Against

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.In addition, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.

3 Ratify Ernst &Young LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

4 Report on Lobbying Payments and Policy SH Against For

Voter Rationale: Comprehensive, aggregate disclosure on political spending is best practice. Disclosure should include all state and local donations including support for 527 organizations and ballot initiatives. In addition, the company should identify key relationships with trade associations that engage in lobbying on the corporation's behalf, as well as describe its policies and processes for giving. We ask that the board provide ultimate oversight for political donations.

5 Report on Political Contributions Disclosure SH Against For

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FedEx Corporation

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

6 Report on Employee Representation on the SH Against Against Board of Directors Voter Rationale: There continue to be litigation risks with FedEx Ground's use of contractors for its deliveries and the company appears to have challenges retaining part-time employees. The perception of poor employment practices could potentially harm the company's reputation and talent acquisition. However, it is unclear how this proposal's requested report could address these risks. In addition, many of the company's governance practices are deemed best practice, namely an annually elected board, majority voting standards, and a capital structure of one vote per share. Moreover, the company's Global Citizenship Report and 10-K filings and the board's response to this proposal demonstrate the company's awareness of pressing issues related to its workforce or partners. The board also appears to have proper oversight of related issues via the Nominating and Governance Committee's annual review with the Chief Sustainability Officer and other senior leadership.

7 Provide Right to Act by Written Consent SH Against Against

Voter Rationale: Sufficient shareholder rights are considered to be in place.

8 Report on Integrating ESG Metrics Into SH Against For Executive Compensation Program Voter Rationale: Compensation committees should consider targets linking environmental and social management objectives to compensation where poor management of these can impact long-term shareholder value as this can be a vital component of corporate performance. Targets should be clearly disclosed and stretching, and the compensation policy should be designed to incentivize truly exceptional performance.

Ferguson Plc

Meeting Date: 07/29/2020 Country: Jersey Meeting Type: Special Ticker: FERG

Primary ISIN: JE00BJVNSS43 Primary SEDOL: BJVNSS4

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Adopt New Articles of Association Mgmt For For

Fielmann AG

Meeting Date: 07/09/2020 Country: Germany Meeting Type: Annual Ticker: FIE

Primary ISIN: DE0005772206 Primary SEDOL: 4409205

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Receive Financial Statements and Statutory Mgmt Reports for Fiscal 2019 (Non-Voting)

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SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

Fielmann AG

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

2 Approve Allocation of Income and Omission of Mgmt For For Dividends

3 Approve Discharge of Management Board for Mgmt For For Fiscal 2019

5 Ratify Deloitte GmbH as Auditors for Fiscal 2020 Mgmt For For

6 Elect Mark Binz, Hans-Georg Frey, Carolina Mgmt For Against Mueller-Moehl, Joachim Oltersdorf, Marie-Christine Ostermann, Pier Righi, Sarna Roeser, Hans-Otto Schrader as Supervisory Board Members (Bundled)

Voter Rationale: The company proposes the election of a single slate of nominees, which is against the recommendation of the German Corporate Governance Code and falls short of standard market practice.

7 Amend Articles Re: Participation Right Mgmt For For

Finjan Holdings, Inc.

Meeting Date: 07/14/2020 Country: USA Meeting Type: Annual Ticker: FNJN

Primary ISIN: US31788H3030 Primary SEDOL: BD4X1B3

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Alex Rogers Mgmt For Withhold

Voter Rationale: The Company should put in place a policy that aims to increase gender diversity on the board. Our expectation is that there be at least one female director on the board for a company of this size.In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

1.2 Elect Director Glenn Daniel Mgmt For For

2 Ratify Marcum LLP as Auditors Mgmt For For

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Furthermore, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholdersAlso, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

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Fisher & Paykel Healthcare Corporation Limited

Meeting Date: 08/21/2020 Country: New Zealand Meeting Type: Annual Ticker: FPH

Primary ISIN: NZFAPE0001S2 Primary SEDOL: 6340250

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Elect Pip Greenwood as Director Mgmt For For

2 Elect Geraldine McBride as Director Mgmt For For

3 Authorize Board to Fix Remuneration of the Mgmt For Against Auditors Voter Rationale: Companies should disclose information on the tenure of the auditor.

4 Approve the Increase in Maximum Aggregate Mgmt For Against Remuneration of Non-Executive Directors Voter Rationale: A vote AGAINST the proposed increase in maximum aggregate remuneration of non-executive directors is warranted. The quantum of the proposed increase to the NED fee pool of 39 percent is excessive as this time.

5 Approve Issuance of Performance Share Rights Mgmt For Against to Lewis Gradon Voter Rationale: Companies should not extend vesting periods or allow re-testing of performance targets because this weakens the effectiveness of incentive schemes. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Lastly, the long-term incentive plan is linked to a single performance target. Companies should base vesting levels on multiple performance criteria that reflect both absolute and relative financial metrics rather than a single performance criterion, and should stagger vesting to reward progressively better performance.

6 Approve Issuance of Options to Lewis Gradon Mgmt For Against

Voter Rationale: Companies should not extend vesting periods or allow re-testing of performance targets because this weakens the effectiveness of incentive schemes. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Lastly, the long-term incentive plan is linked to a single performance target. Companies should base vesting levels on multiple performance criteria that reflect both absolute and relative financial metrics rather than a single performance criterion, and should stagger vesting to reward progressively better performance.

7 Approve 2019 Performance Share Rights Plan Mgmt For For Rules - North American Plan and 2019 Share Option Plan Rules - North American Plan

Flex Ltd.

Meeting Date: 08/07/2020 Country: Singapore Meeting Type: Annual Ticker: FLEX

Primary ISIN: SG9999000020 Primary SEDOL: 2353058

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Flex Ltd.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Revathi Advaithi Mgmt For For

1b Elect Director Michael D. Capellas Mgmt For For

1c Elect Director Jennifer Li Mgmt For Against

1d Elect Director Marc A. Onetto Mgmt For Against

Voter Rationale: Executives from acquired companies are not sufficiently independent to serve on key board committees and should be considered affiliated directors.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

1e Elect Director Erin L. McSweeney Mgmt For For

1f Elect Director Willy C. Shih Mgmt For For

1g Elect Director Charles K. Stevens, III Mgmt For For

1h Elect Director Lay Koon Tan Mgmt For For

1i Elect Director William D. Watkins Mgmt For For

1j Elect Director Lawrence A. Zimmerman Mgmt For For

2 Approve Deloitte & Touche LLP as Auditors and Mgmt For For Authorize Board to Fix Their Remuneration

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

4 Amend Omnibus Stock Plan Mgmt For For

Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.

5 Approve Issuance of Shares without Preemptive Mgmt For Against Rights Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.

6 Authorize Share Repurchase Program Mgmt For Against

Voter Rationale: Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.

Page 107 of 327

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Meeting Date: 09/29/2020 Country: Japan Meeting Type: Annual Ticker: 4478

Primary ISIN: JP3826520003 Primary SEDOL: BKLFVR7

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Sasaki, Daisuke Mgmt For Against

Voter Rationale: The board lacks sufficient diversity to meet our expectations.

1.2 Elect Director Togo, Sumito Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.3 Elect Director Ogata, Masayuki Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.4 Elect Director Hiraguri, Nobuyoshi Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.5 Elect Director Kawai, Junichi Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.6 Elect Director Asada, Shinji Mgmt For For

2 Approve Restricted Stock Plan Mgmt For Against

Voter Rationale: Share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.Furthermore, this plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.

Freshpet, Inc.

Meeting Date: 09/24/2020 Country: USA Meeting Type: Annual Ticker: FRPT

Primary ISIN: US3580391056 Primary SEDOL: BS7K7M9

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Charles A. Norris Mgmt For For

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Freshpet, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.2 Elect Director Leta D. Priest Mgmt For For

1.3 Elect Director Olu Beck Mgmt For For

1.4 Elect Director William B. Cyr Mgmt For For

2 Ratify KPMG LLP as Auditors Mgmt For For

4 Eliminate Supermajority Vote Requirement to Mgmt For For Amend Certain Provisions of the Certificate of Incorporation Voter Rationale: Board efforts to reduce supermajority provisions are appreciated, as they create artificial barriers for shareholders. Majority voting should be sufficient to change policies.

5 Amend Omnibus Stock Plan Mgmt For Against

Voter Rationale: This plan could lead to excessive dilution.Moreover, incentive plans that allow for loans to exercise options are inconsistent with good practice and should be eliminated.In addition, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job.Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time

Fuji Electric Co., Ltd.

Meeting Date: 08/06/2020 Country: Japan Meeting Type: Annual Ticker: 6504

Primary ISIN: JP3820000002 Primary SEDOL: 6356365

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Kitazawa, Michihiro Mgmt For Against

Voter Rationale: The board lacks sufficient diversity to meet our expectations.

1.2 Elect Director Sugai, Kenzo Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.3 Elect Director Abe, Michio Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

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Fuji Electric Co., Ltd.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.4 Elect Director Tomotaka, Masatsugu Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.5 Elect Director Arai, Junichi Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.6 Elect Director Tamba, Toshihito Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.7 Elect Director Tachikawa, Naomi Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.8 Elect Director Hayashi, Yoshitsugu Mgmt For For

2.1 Appoint Statutory Auditor Matsumoto, Junichi Mgmt For Against

Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.

2.2 Appoint Statutory Auditor Hiramatsu, Tetsuo Mgmt For Against

Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.

2.3 Appoint Statutory Auditor Takaoka, Hirohiko Mgmt For Against

Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.

2.4 Appoint Statutory Auditor Katsuta, Yuko Mgmt For For

Fujikura Ltd.

Meeting Date: 09/16/2020 Country: Japan Meeting Type: Annual Ticker: 5803

Primary ISIN: JP3811000003 Primary SEDOL: 6356707

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Ito, Masahiko Mgmt For For

1.2 Elect Director Wada, Akira Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

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Fujikura Ltd.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.3 Elect Director Kitajima, Takeaki Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.4 Elect Director Hosoya, Hideyuki Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.5 Elect Director Takizawa, Takashi Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.6 Elect Director Ito, Tetsu Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.7 Elect Director Joseph E. Gallagher Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.8 Elect Director Inaba, Masato Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.9 Elect Director Sekikawa, Shigeo Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

Fulgent Genetics, Inc.

Meeting Date: 09/17/2020 Country: USA Meeting Type: Special Ticker: FLGT

Primary ISIN: US3596641098 Primary SEDOL: BYQBFQ5

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Amend Omnibus Stock Plan Mgmt For Against

Voter Rationale: This plan could lead to excessive dilution.In addition, this plan allows for the re-pricing of underwater options without shareholder approval. Reducing the strike price of options already granted after the stock price has fallen undermines the employee incentive strategy and is not aligned with shareholders' interests.Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

2 Adjourn Meeting Mgmt For Against

Voter Rationale: A vote AGAINST this proposal is warranted given that Item 1 does not warrant shareholder support.

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FutureFuel Corp.

Meeting Date: 09/03/2020 Country: USA Meeting Type: Annual Ticker: FF

Primary ISIN: US36116M1062 Primary SEDOL: B3BBRD4

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Paul M. Manheim Mgmt For For

1.2 Elect Director Jeffrey L. Schwartz Mgmt For For

1.3 Elect Director Rose M. Sparks Mgmt For For

2 Ratify RSM US LLP as Auditors Mgmt For For

3 Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.In addition, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholdersAlso, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

4 Other Business Mgmt For Against

Voter Rationale: Any Other Business should not be a voting item.

GAIN Capital Holdings, Inc.

Meeting Date: 08/06/2020 Country: USA Meeting Type: Annual Ticker: GCAP

Primary ISIN: US36268WAF77 Primary SEDOL: BDRMFP9

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Peter Quick Mgmt For Against

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GAIN Capital Holdings, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Furthermore, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.Moreover, the board has permitted a poison pill. The best defense against a take-over is strong management and a successful strategy. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and last for a limited time.

1.2 Elect Director Glenn H. Stevens Mgmt For For

1.3 Elect Director Thomas Bevilacqua Mgmt For For

2 Ratify BDO USA LLP as Auditors Mgmt For For

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Furthermore, incentive awards to executives should include robust performance targets that reward strong performance and drive shareholder value over a sufficiently long period of time defined as at least three years.Moreover, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders.Also, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

Games Workshop Group Plc

Meeting Date: 09/16/2020 Country: United Kingdom Meeting Type: Annual Ticker: GAW

Primary ISIN: GB0003718474 Primary SEDOL: 0371847

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Accept Financial Statements and Statutory Mgmt For For Reports

2 Re-elect Kevin Rountree as Director Mgmt For For

3 Re-elect Rachel Tongue as Director Mgmt For For

4 Re-elect Nick Donaldson as Director Mgmt For Against

5 Re-elect Elaine O'Donnell as Director Mgmt For For

6 Re-elect John Brewis as Director Mgmt For For

7 Re-elect Kate Marsh as Director Mgmt For For

Page 113 of 327

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Games Workshop Group Plc

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

8 Reappoint PricewaterhouseCoopers LLP as Mgmt For For Auditors

9 Authorise Board to Fix Remuneration of Auditors Mgmt For For

10 Approve Remuneration Report Mgmt For For

11 Authorise Issue of Equity Mgmt For For

12 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights

13 Authorise Market Purchase of Ordinary Shares Mgmt For For

Genco Shipping & Trading Limited

Meeting Date: 07/15/2020 Country: Marshall Isl Meeting Type: Annual Ticker: GNK

Primary ISIN: MHY2685T1313 Primary SEDOL: BD08758

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Arthur L. Regan Mgmt For For

1.2 Elect Director James G. Dolphin Mgmt For For

1.3 Elect Director Kathleen C. Haines Mgmt For Withhold

1.4 Elect Director Kevin Mahony Mgmt For For

1.5 Elect Director Christoph Majeske Mgmt For Withhold

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Genco Shipping & Trading Limited

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.6 Elect Director Basil G. Mavroleon Mgmt For Withhold

1.7 Elect Director Jason Scheir Mgmt For For

1.8 Elect Director Bao D. Truong Mgmt For For

2 Ratify Deloitte & Touche LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

3 Establish Range For Board Size Mgmt For For

General Mills, Inc.

Meeting Date: 09/22/2020 Country: USA Meeting Type: Annual Ticker: GIS

Primary ISIN: US3703341046 Primary SEDOL: 2367026

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director R. Kerry Clark Mgmt For For

1b Elect Director David M. Cordani Mgmt For For

1c Elect Director Roger W. Ferguson, Jr. Mgmt For For

1d Elect Director Jeffrey L. Harmening Mgmt For For

1e Elect Director Maria G. Henry Mgmt For For

1f Elect Director Jo Ann Jenkins Mgmt For For

1g Elect Director Elizabeth C. Lempres Mgmt For For

1h Elect Director Diane L. Neal Mgmt For For

1i Elect Director Steve Odland Mgmt For Against

Voter Rationale: This director is not sufficiently independent to serve as the independent lead director.

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General Mills, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1j Elect Director Maria A. Sastre Mgmt For For

1k Elect Director Eric D. Sprunk Mgmt For For

1l Elect Director Jorge A. Uribe Mgmt For For

2 Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation

3 Ratify KPMG LLP as Auditors Mgmt For Against

Genky DrugStores Co., Ltd.

Meeting Date: 09/04/2020 Country: Japan Meeting Type: Annual Ticker: 9267

Primary ISIN: JP3282750003 Primary SEDOL: BF41GY9

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 12.5

2.1 Elect Director Fujinaga, Kenichi Mgmt For Against

Voter Rationale: The board lacks sufficient diversity to meet our expectations.

2.2 Elect Director Yoshioka, Nobuhiro Mgmt For For

2.3 Elect Director Yamagata, Hiroyuki Mgmt For For

2.4 Elect Director Kobayashi, Yuji Mgmt For For

3 Appoint Gyosei & Co. as New External Audit Mgmt For For Firm

4 Approve Stock Option Plan Mgmt For Against

Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.

Global Indemnity Limited

Meeting Date: 08/25/2020 Country: Cayman Islands Meeting Type: Special Ticker: GBLI

Primary ISIN: KYG3933F1054 Primary SEDOL: BD4D072

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Global Indemnity Limited

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve EGM Scheme of Arrangement Proposal Mgmt For For

2 Approve GI Bermuda Transaction Proposal Mgmt For For

3 Adjourn Meeting Mgmt For For

Global Indemnity Limited

Meeting Date: 08/25/2020 Country: Cayman Islands Meeting Type: Court Ticker: GBLI

Primary ISIN: KYG3933F1054 Primary SEDOL: BD4D072

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve EGM Scheme of Arrangement Proposal Mgmt For For

Global Medical REIT Inc.

Meeting Date: 09/02/2020 Country: USA Meeting Type: Annual Ticker: GMRE

Primary ISIN: US37954A2042 Primary SEDOL: BSNMBW7

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Jeffrey M. Busch Mgmt For For

1.2 Elect Director Matthew L. Cypher Mgmt For For

1.3 Elect Director Zhang Jingguo Mgmt For Against

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Global Medical REIT Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.4 Elect Director Ronald Marston Mgmt For Against

1.5 Elect Director Roscoe M. Moore, Jr. Mgmt For For

1.6 Elect Director Henry E. Cole Mgmt For For

1.7 Elect Director Zhang Huiqi Mgmt For For

1.8 Elect Director Paula R. Crowley Mgmt For For

1.9 Elect Director Lori Wittman Mgmt For For

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance as this is considered to be rewarding under performance of peers.In addition, incentive awards to executives should include robust performance targets that reward strong performance and drive shareholder value over a sufficiently long period of time defined as at least three years.Moreover, severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.Also. the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholdersLastly, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

3 Ratify Deloitte & Touche LLP as Auditors Mgmt For For

GMO Cloud K.K.

Meeting Date: 08/07/2020 Country: Japan Meeting Type: Special Ticker: 3788

Primary ISIN: JP3386040004 Primary SEDOL: B0Q3FT6

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Amend Articles to Change Company Name Mgmt For For

Gold Fields Ltd.

Meeting Date: 08/20/2020 Country: South Africa Meeting Type: Annual Ticker: GFI

Primary ISIN: ZAE000018123 Primary SEDOL: 6280215

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Gold Fields Ltd.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

Meeting for ADR Holders Mgmt

Ordinary Resolutions Mgmt

1 Reappoint PricewaterhouseCoopers Inc as Mgmt For For Auditors of the Company

2.1 Re-elect Terence Goodlace as Director Mgmt For For

2.2 Re-elect Nick Holland as Director Mgmt For For

2.3 Re-elect Richard Menell as Director Mgmt For For

2.4 Re-elect Yunus Suleman as Director Mgmt For For

3.1 Re-elect Yunus Suleman as Chairperson of the Mgmt For For Audit Committee

3.2 Re-elect Alhassan Andani as Member of the Mgmt For For Audit Committee

3.3 Re-elect Peter Bacchus as Member of the Audit Mgmt For For Committee

3.4 Re-elect Richard Menell as Member of the Audit Mgmt For For Committee

4 Place Authorised but Unissued Shares under Mgmt For For Control of Directors

Special Resolutions Mgmt

1 Authorise Board to Issue Shares for Cash Mgmt For For

Advisory Endorsement Mgmt

1 Approve Remuneration Policy Mgmt For Against

2 Approve Remuneration Implementation Report Mgmt For Against

Continuation of Special Resolutions Mgmt

2 Approve Remuneration of Non-Executive Mgmt For For Directors

3 Approve Financial Assistance in Terms of Mgmt For For Sections 44 and 45 of the Companies Act

4 Authorise Repurchase of Issued Share Capital Mgmt For For

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Goodman Property Trust

Meeting Date: 07/22/2020 Country: New Zealand Meeting Type: Annual Ticker: GMT

Primary ISIN: NZCPTE0001S9 Primary SEDOL: 6299192

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Elect Susan Paterson as Director of the Manager Mgmt For Against

GP Strategies Corporation

Meeting Date: 09/01/2020 Country: USA Meeting Type: Annual Ticker: GPX

Primary ISIN: US36225V1044 Primary SEDOL: 2626664

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Tamar Elkeles Mgmt For For

1b Elect Director Marshall S. Geller Mgmt For Against

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Furthermore, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

1c Elect Director Scott N. Greenberg Mgmt For For

1d Elect Director Steven E. Koonin Mgmt For For

1e Elect Director Jacques Manardo Mgmt For Against

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.

1f Elect Director Richard C. Pfenniger, Jr. Mgmt For Against

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Furthermore, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Page 120 of 327

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GP Strategies Corporation

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1g Elect Director Samuel D. Robinson Mgmt For Against

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Furthermore, directors who represent major shareholders are not sufficiently independent to serve on key committees as their interests may not be well aligned with the wider group of shareholders.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.Moreover, this director is not sufficiently independent to serve as the independent lead director.

1h Elect Director Adam H. Stedham Mgmt For For

2 Ratify KPMG LLP as Auditors Mgmt For Against

4 Amend Omnibus Stock Plan Mgmt For Against

Voter Rationale: This plan could lead to excessive dilution.Furthermore, incentive plans that allow for loans to exercise options are inconsistent with good practice and should be eliminated.Moreover, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.Lastly, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

Graham Corporation

Meeting Date: 08/11/2020 Country: USA Meeting Type: Annual Ticker: GHM

Primary ISIN: US3845561063 Primary SEDOL: 2380904

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director James J. Barber Mgmt For For

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Graham Corporation

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.2 Elect Director Gerard T. Mazurkiewicz Mgmt For Withhold

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time.In addition, the remuneration committee should not allow vesting of incentive awards for below median performance as this is considered to be rewarding under performance of peers.Also, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.Moreover, severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.Furthermore, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

3 Approve Omnibus Stock Plan Mgmt For For

4 Ratify Deloitte & Touche LLP as Auditors Mgmt For Against

GREE, Inc.

Meeting Date: 09/29/2020 Country: Japan Meeting Type: Annual Ticker: 3632

Primary ISIN: JP3274070006 Primary SEDOL: B3FJNX6

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 10

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GREE, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

2 Amend Articles to Adopt Board Structure with Mgmt For Against Audit Committee - Amend Provisions on Number of Directors - Authorize Directors to Execute Day to Day Operations without Full Board Approval - Authorize Board to Determine Income Allocation

Voter Rationale: Excess cash should be returned to shareholders when it is not otherwise invested. Shareholders should retain the right to approve the company's dividend policy.

3.1 Elect Director Tanaka, Yoshikazu Mgmt For Against

Voter Rationale: The board lacks sufficient diversity to meet our expectations.

3.2 Elect Director Fujimoto, Masaki Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

3.3 Elect Director Araki, Eiji Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

3.4 Elect Director Shino, Sanku Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

3.5 Elect Director Maeda, Yuta Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

3.6 Elect Director Oya, Toshiki Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

3.7 Elect Director Yamagishi, Kotaro Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

3.8 Elect Director Natsuno, Takeshi Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

3.9 Elect Director Iijima, Kazunobu Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

4.1 Elect Director and Audit Committee Member Mgmt For For Matsushima, Kunihiro

4.2 Elect Director and Audit Committee Member Mgmt For For Shima, Koichi

4.3 Elect Director and Audit Committee Member Mgmt For For Watanabe, Nobuyuki

5 Approve Compensation Ceiling for Directors Mgmt For For Who Are Not Audit Committee Members

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GREE, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

6 Approve Deep Discount Stock Option Plan Mgmt For Against

7 Approve Compensation Ceiling for Directors Mgmt For For Who Are Audit Committee Members

8 Approve Capital Reduction Mgmt For For

GRENKE AG

Meeting Date: 08/06/2020 Country: Germany Meeting Type: Annual Ticker: GLJ

Primary ISIN: DE000A161N30 Primary SEDOL: BYR4KP7

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Receive Financial Statements and Statutory Mgmt Reports for Fiscal 2019 (Non-Voting)

2 Approve Allocation of Income and Dividends of Mgmt For For EUR 0.80 per Share

3 Approve Discharge of Management Board for Mgmt For For Fiscal 2019

5 Ratify KPMG AG as Auditors for Fiscal 2020 Mgmt For For

6 Elect Jens Roennberg to the Supervisory Board Mgmt For For

7 Authorize Share Repurchase Program and Mgmt For For Reissuance or Cancellation of Repurchased Shares

8 Amend Articles Re: Participation and Voting Mgmt For For Right

GSI Technology, Inc.

Meeting Date: 08/27/2020 Country: USA Meeting Type: Annual Ticker: GSIT

Primary ISIN: US36241U1060 Primary SEDOL: B00SMG3

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GSI Technology, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Lee-Lean Shu Mgmt For For

1.2 Elect Director Jack A. Bradley Mgmt For For

1.3 Elect Director Elizabeth Cholawsky Mgmt For For

1.4 Elect Director Haydn Hsieh Mgmt For For

1.5 Elect Director Ruey L. Lu Mgmt For Withhold

1.6 Elect Director Arthur O. Whipple Mgmt For Withhold

1.7 Elect Director Robert Yau Mgmt For For

2 Ratify BDO USA, LLP as Auditors Mgmt For For

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.Furthermore, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

4 Other Business Mgmt For Against

Voter Rationale: Any Other Business should not be a voting item.

Gulfport Energy Corporation

Meeting Date: 07/16/2020 Country: USA Meeting Type: Annual Ticker: GPOR

Primary ISIN: US4026353049 Primary SEDOL: 2398684

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Gulfport Energy Corporation

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1A Elect Director David M. Wood Mgmt For For

1B Elect Director Alvin Bledsoe Mgmt For For

1C Elect Director Deborah G. Adams Mgmt For For

1D Elect Director Samantha Holroyd Mgmt For For

1E Elect Director Valerie Jochen Mgmt For For

1F Elect Director C. Doug Johnson Mgmt For For

1G Elect Director Ben T. Morris Mgmt For For

1H Elect Director John W. Somerhalder, II Mgmt For Against

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.Also, the remuneration committee should not allow vesting of incentive awards for below median performance as this is considered to be rewarding under performance of peers.In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.Moreover, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

3 Ratify Grant Thornton LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

4 Approve Tax Benefits Preservation Plan Mgmt For For

Gunosy, Inc.

Meeting Date: 08/28/2020 Country: Japan Meeting Type: Annual Ticker: 6047

Primary ISIN: JP3273820005 Primary SEDOL: BWTW152

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Amend Articles to Amend Business Lines - Mgmt For For Amend Provisions on Director Titles

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Gunosy, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

2.1 Elect Director Kimura, Shinji Mgmt For Against

Voter Rationale: The board lacks sufficient diversity to meet our expectations.

2.2 Elect Director Taketani, Yuya Mgmt For Against

Voter Rationale: The board lacks sufficient diversity to meet our expectations.

2.3 Elect Director Maniwa, Yuki Mgmt For For

2.4 Elect Director Nagashima, Tetsuya Mgmt For For

2.5 Elect Director Nishio, Kentaro Mgmt For For

2.6 Elect Director Gonsho, Kazuhiro Mgmt For For

2.7 Elect Director Tomizuka, Suguru Mgmt For For

2.8 Elect Director Shiroshita, Junichi Mgmt For For

2.9 Elect Director Mashita, Hirokazu Mgmt For For

H&R Block, Inc.

Meeting Date: 09/10/2020 Country: USA Meeting Type: Annual Ticker: HRB

Primary ISIN: US0936711052 Primary SEDOL: 2105505

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Paul J. Brown Mgmt For For

1b Elect Director Robert A. Gerard Mgmt For For

1c Elect Director Anuradha (Anu) Gupta Mgmt For For

1d Elect Director Richard A. Johnson Mgmt For For

1e Elect Director Jeffrey J. Jones, II Mgmt For For

1f Elect Director David Baker Lewis Mgmt For Against

1g Elect Director Yolande G. Piazza Mgmt For For

1h Elect Director Victoria J. Reich Mgmt For For

Page 127 of 327

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H&R Block, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1i Elect Director Bruce C. Rohde Mgmt For For

1j Elect Director Matthew E. Winter Mgmt For For

1k Elect Director Christianna Wood Mgmt For For

2 Ratify Deloitte & Touche LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

3 Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation

Halma Plc

Meeting Date: 09/04/2020 Country: United Kingdom Meeting Type: Annual Ticker: HLMA

Primary ISIN: GB0004052071 Primary SEDOL: 0405207

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Accept Financial Statements and Statutory Mgmt For For Reports

2 Approve Final Dividend Mgmt For For

3 Approve Remuneration Report Mgmt For For

4 Re-elect Paul Walker as Director Mgmt For For

5 Re-elect Andrew Williams as Director Mgmt For For

6 Re-elect Adam Meyers as Director Mgmt For For

7 Re-elect Daniela Barone Soares as Director Mgmt For For

8 Re-elect Roy Twite as Director Mgmt For For

9 Re-elect Tony Rice as Director Mgmt For For

10 Re-elect Carole Cran as Director Mgmt For For

11 Re-elect Jo Harlow as Director Mgmt For For

12 Re-elect Jennifer Ward as Director Mgmt For For

13 Re-elect Marc Ronchetti as Director Mgmt For For

14 Reappoint PricewaterhouseCoopers LLP as Mgmt For For Auditors

15 Authorise Board to Fix Remuneration of Auditors Mgmt For For

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Halma Plc

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

16 Authorise Issue of Equity Mgmt For For

17 Authorise EU Political Donations and Mgmt For For Expenditure

18 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights

19 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights in Connection with an Acquisition or Other Capital Investment

20 Authorise Market Purchase of Ordinary Shares Mgmt For For

21 Authorise the Company to Call General Meeting Mgmt For For with Two Weeks' Notice

22 Adopt New Articles of Association Mgmt For For

Hamilton Lane Incorporated

Meeting Date: 09/03/2020 Country: USA Meeting Type: Annual Ticker: HLNE

Primary ISIN: US4074971064 Primary SEDOL: BF0SR29

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director David J. Berkman Mgmt For Withhold

Voter Rationale: WITHHOLD votes are warranted for David Berkman and O. Griffith (Griff) Sexton for the board's failure to remove, or subject to a reasonable sunset requirement, the multi-class share capital structure and the classified board structure, which adversely impact shareholder rights.

1.2 Elect Director O. Griffith Sexton Mgmt For Withhold

Voter Rationale: Directors who represent major shareholders are not sufficiently independent to serve on key committees as their interests may not be well aligned with the wider group of shareholders..The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

2 Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Also, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders.

3 Ratify Ernst & Young LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

Page 129 of 327

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Hankyu Hanshin REIT, Inc.

Meeting Date: 08/25/2020 Country: Japan Meeting Type: Special Ticker: 8977

Primary ISIN: JP3046320002 Primary SEDOL: B0LLJ37

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Amend Articles to Amend Asset Management Mgmt For For Compensation

2 Elect Executive Director Shiraki, Yoshiaki Mgmt For For

3 Elect Alternate Executive Director Shoji, Mgmt For For Toshinori

4.1 Elect Supervisory Director Suzuki, Motofumi Mgmt For For

4.2 Elect Supervisory Director Shioji, Hiromi Mgmt For For

5 Elect Alternate Supervisory Director Okano, Mgmt For For Hideaki

HarborOne Bancorp, Inc.

Meeting Date: 09/29/2020 Country: USA Meeting Type: Annual Ticker: HONE

Primary ISIN: US41165Y1001 Primary SEDOL: BK1KX10

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Joseph F. Casey Mgmt For For

1b Elect Director David P. Frenette Mgmt For Withhold

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Also, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.In addition, directors with long board tenures should not serve on committees that require absolute independence.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.Moreover, executive pay is not in line with company performance. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time. The CEO's equity awards were time-vesting only. Moreover, while STI program disclosure improved year-over-year, the proxy does not disclose specific threshold, target or maximum goals nor achieved results.

Page 130 of 327

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HarborOne Bancorp, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1c Elect Director Barry R. Koretz Mgmt For Withhold

1d Elect Director Michael J. Sullivan Mgmt For Withhold

Voter Rationale: Changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approvalAlso, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

2 Ratify Crowe LLP as Auditors Mgmt For For

3 Approve Omnibus Stock Plan Mgmt For Against

Voter Rationale: This plan could lead to excessive dilution.In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time

Hawkins, Inc.

Meeting Date: 07/30/2020 Country: USA Meeting Type: Annual Ticker: HWKN

Primary ISIN: US4202611095 Primary SEDOL: 2415594

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director James A. Faulconbridge Mgmt For Withhold

1.2 Elect Director Patrick H. Hawkins Mgmt For For

1.3 Elect Director John S. McKeon Mgmt For Withhold

Page 131 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

Hawkins, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.4 Elect Director Mary J. Schumacher Mgmt For Withhold

Voter Rationale: We voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.

1.5 Elect Director Daniel J. Stauber Mgmt For For

1.6 Elect Director James T. Thompson Mgmt For For

1.7 Elect Director Jeffrey L. Wright Mgmt For Withhold

Voter Rationale: We voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.

HC2 Holdings, Inc.

Meeting Date: 07/30/2020 Country: USA Meeting Type: Annual Ticker: HCHC

Primary ISIN: US4041391073 Primary SEDOL: BLP68D8

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Avram A. Glazer Mgmt For Against

1.2 Elect Director Wayne Barr, Jr. Mgmt For For

Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.Furthermore, executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

1.3 Elect Director Kenneth S. Courtis Mgmt For For

1.4 Elect Director Philip A. Falcone *Withdrawn Mgmt Resolution*

1.5 Elect Director Warren H. Gfeller Mgmt For Against

Voter Rationale: Executive pay is not in line with company performance because the company has not adequately responded to last year's low say-on-pay vote results. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time.

Page 132 of 327

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HC2 Holdings, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.6 Elect Director Michael Gorzynski Mgmt For For

1.7 Elect Director Shelly C. Lombard Mgmt For For

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: The compensation committee demonstrated only mixed responsiveness to shareholder concerns following last year's failed say-on-pay proposal. In addition, bonus payouts are ultimately discretionary and the corporate bonus opportunity is uncapped.

3 Ratify BDO USA, LLP as Auditors Mgmt For For

HDFC Bank Limited

Meeting Date: 07/18/2020 Country: India Meeting Type: Annual Ticker: 500180

Primary ISIN: INE040A01034 Primary SEDOL: BK1N461

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Accept Standalone Financial Statements and Mgmt For For Statutory Reports

2 Accept Consolidated Financial Statements and Mgmt For For Statutory Reports

3 Approve Special Interim Dividend Mgmt For For

4 Reelect Kaizad Bharucha as Director Mgmt For For

5 Authorize Board to Fix Remuneration of MSKA & Mgmt For For Associates, Chartered Accountants as Statutory Auditors

6 Authorize Board to Ratify Additional Mgmt For For Remuneration for MSKA & Associates, Chartered Accountants

7 Reelect Malay Patel as Director Mgmt For For

8 Approve Reappointment and Remuneration of Mgmt For For Kaizad Bharucha as Executive Director

9 Elect Renu Karnad as Director Mgmt For For

10 Approve Related Party Transactions with Mgmt For For Housing Development Finance Corporation Limited

11 Approve Related Party Transactions with HDB Mgmt For For Financial Services Limited

Page 133 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

HDFC Bank Limited

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

12 Authorize Issuance of Unsecured Perpetual Debt Mgmt For For Instruments, Tier II Capital Bonds and Long Term Bonds on Private Placement Basis

Healthcare Trust of America, Inc.

Meeting Date: 07/07/2020 Country: USA Meeting Type: Annual Ticker: HTA

Primary ISIN: US42225P5017 Primary SEDOL: BT9QF28

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Scott D. Peters Mgmt For For

1b Elect Director W. Bradley Blair, II Mgmt For For

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.Also, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.In addition, this director is not sufficiently independent to serve as the independent lead director.Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review.

1c Elect Director Vicki U. Booth Mgmt For For

1d Elect Director H. Lee Cooper Mgmt For For

1e Elect Director Warren D. Fix Mgmt For For

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.Also, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review.

1f Elect Director Peter N. Foss Mgmt For Against

1g Elect Director Jay P. Leupp Mgmt For For

Page 134 of 327

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Healthcare Trust of America, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1h Elect Director Gary T. Wescombe Mgmt For For

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.Also, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review.

2 Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance as this is considered to be rewarding under performance of peers. In this instance we note that relative TSR only makes up 30% of total targets, somewhat reducing our concern. Furthermore, severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.The company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

3 Ratify Deloitte & Touche LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

Helen of Troy Limited

Meeting Date: 08/26/2020 Country: Bermuda Meeting Type: Annual Ticker: HELE

Primary ISIN: BMG4388N1065 Primary SEDOL: 2419530

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Gary B. Abromovitz Mgmt For Against

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.In addition, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.Moreover, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.Furthermore, this director is not sufficiently independent to serve as the independent lead director.

1b Elect Director Krista L. Berry Mgmt For For

1c Elect Director Vincent D. Carson Mgmt For Against

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.

1d Elect Director Thurman K. Case Mgmt For For

Page 135 of 327

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Helen of Troy Limited

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1e Elect Director Timothy F. Meeker Mgmt For Against

1f Elect Director Julien R. Mininberg Mgmt For For

1g Elect Director Beryl B. Raff Mgmt For Against

1h Elect Director Darren G. Woody Mgmt For Against

2 Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation

3 Approve Grant Thornton LLP as Auditors and Mgmt For For Authorize Board to Fix Their Remuneration Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

Helios Technologies, Inc.

Meeting Date: 08/06/2020 Country: USA Meeting Type: Annual Ticker: HLIO

Primary ISIN: US42328H1095 Primary SEDOL: BK8MDM0

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Laura Dempsey Brown Mgmt For For

1.2 Elect Director Cariappa (Cary) M. Chenanda Mgmt For For

Page 136 of 327

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Helios Technologies, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.3 Elect Director Alexander Schuetz Mgmt For For

1.4 Elect Director Josef Matosevic Mgmt For For

1.5 Elect Director Gregory C. Yadley Mgmt For Withhold

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.

2 Ratify Grant Thornton LLP as Auditors Mgmt For For

3 Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

HELLA GmbH & Co. KGaA

Meeting Date: 09/25/2020 Country: Germany Meeting Type: Annual Ticker: HLE

Primary ISIN: DE000A13SX22 Primary SEDOL: BSHYK55

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Accept Financial Statements and Statutory Mgmt For For Reports for Fiscal 2019/2020 Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.

2 Approve Allocation of Income and Omission of Mgmt For For Dividends

3 Approve Discharge of Personally Liable Partner Mgmt For For for Fiscal 2019/2020

4 Approve Discharge of Supervisory Board for Mgmt For Against Fiscal 2019/2020 Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.

5 Approve Discharge of Shareholders' Committee Mgmt For For for Fiscal 2019/2020

6 Ratify PricewaterhouseCoopers GmbH as Mgmt For For Auditors for Fiscal 2020/2021

Page 137 of 327

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Hilltop Holdings, Inc.

Meeting Date: 07/23/2020 Country: USA Meeting Type: Annual Ticker: HTH

Primary ISIN: US4327481010 Primary SEDOL: 2365428

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Charlotte Jones Anderson Mgmt For For

1.2 Elect Director Rhodes R. Bobbitt Mgmt For Withhold

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Furthemore, directors with long board tenures should not serve on committees that require absolute independence.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

1.3 Elect Director Tracy A. Bolt Mgmt For For

1.4 Elect Director J. Taylor Crandall Mgmt For For

1.5 Elect Director Charles R. Cummings Mgmt For Withhold

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Furthemore, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

1.6 Elect Director Hill A. Feinberg Mgmt For For

1.7 Elect Director Gerald J. Ford Mgmt For Withhold

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.

1.8 Elect Director Jeremy B. Ford Mgmt For For

1.9 Elect Director J. Markham Green Mgmt For Withhold

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Furthemore, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

1.10 Elect Director William T. Hill, Jr. Mgmt For For

1.11 Elect Director Lee Lewis Mgmt For Withhold

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.

1.12 Elect Director Andrew J. Littlefair Mgmt For For

1.13 Elect Director W. Robert Nichols, III Mgmt For For

Page 138 of 327

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Hilltop Holdings, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.14 Elect Director Kenneth D. Russell Mgmt For Withhold

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Furthermore, executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

1.15 Elect Director A. Haag Sherman Mgmt For For

1.16 Elect Director Jonathan S. Sobel Mgmt For Withhold

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.

1.17 Elect Director Robert C. Taylor, Jr. Mgmt For For

1.18 Elect Director Carl B. Webb Mgmt For Withhold

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.

2 Approve Omnibus Stock Plan Mgmt For For

Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.

3 Approve Qualified Employee Stock Purchase Mgmt For For Plan

5 Ratify PricewaterhouseCoopers LLP as Auditors Mgmt For Against

Hitachi Construction Machinery Co., Ltd.

Meeting Date: 07/20/2020 Country: Japan Meeting Type: Annual Ticker: 6305

Primary ISIN: JP3787000003 Primary SEDOL: 6429405

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Okuhara, Kazushige Mgmt For For

1.2 Elect Director Kikuchi, Maoko Mgmt For For

1.3 Elect Director Toyama, Haruyuki Mgmt For For

Page 139 of 327

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Hitachi Construction Machinery Co., Ltd.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.4 Elect Director Hirakawa, Junko Mgmt For For

1.5 Elect Director Katsurayama, Tetsuo Mgmt For For

1.6 Elect Director Takahashi, Hideaki Mgmt For For

1.7 Elect Director Tabuchi, Michifumi Mgmt For For

1.8 Elect Director Toyoshima, Seishi Mgmt For For

1.9 Elect Director Hirano, Kotaro Mgmt For For

1.10 Elect Director Minami, Kuniaki Mgmt For For

Hitachi Ltd.

Meeting Date: 07/30/2020 Country: Japan Meeting Type: Annual Ticker: 6501

Primary ISIN: JP3788600009 Primary SEDOL: 6429104

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Ihara, Katsumi Mgmt For For

1.2 Elect Director Ravi Venkatesan Mgmt For For

1.3 Elect Director Cynthia Carroll Mgmt For For

1.4 Elect Director Joe Harlan Mgmt For For

1.5 Elect Director George Buckley Mgmt For For

1.6 Elect Director Louise Pentland Mgmt For For

1.7 Elect Director Mochizuki, Harufumi Mgmt For For

1.8 Elect Director Yamamoto, Takatoshi Mgmt For For

1.9 Elect Director Yoshihara, Hiroaki Mgmt For For

1.10 Elect Director Helmuth Ludwig Mgmt For For

1.11 Elect Director Seki, Hideaki Mgmt For For

1.12 Elect Director Nakanishi, Hiroaki Mgmt For For

1.13 Elect Director Higashihara, Toshiaki Mgmt For For

Page 140 of 327

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HomeServe Plc

Meeting Date: 07/17/2020 Country: United Kingdom Meeting Type: Annual Ticker: HSV

Primary ISIN: GB00BYYTFB60 Primary SEDOL: BYYTFB6

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Accept Financial Statements and Statutory Mgmt For For Reports

2 Approve Remuneration Report Mgmt For For

3 Approve Remuneration Policy Mgmt For For

4 Approve Final Dividend Mgmt For For

5 Re-elect Barry Gibson as Director Mgmt For For

Voter Rationale: A process is underway to replace the chairman.

6 Re-elect Richard Harpin as Director Mgmt For For

7 Re-elect David Bower as Director Mgmt For For

8 Re-elect Tom Rusin as Director Mgmt For For

9 Re-elect Katrina Cliffe as Director Mgmt For For

10 Re-elect Stella David as Director Mgmt For For

11 Re-elect Edward Fitzmaurice as Director Mgmt For For

12 Re-elect Olivier Grémillon as Director Mgmt For For

13 Re-elect Ron McMillan as Director Mgmt For For

14 Reappoint Deloitte LLP as Auditors Mgmt For For

Voter Rationale: Companies who have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

15 Authorise Board to Fix Remuneration of Auditors Mgmt For For

Voter Rationale: Companies who have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

16 Authorise Issue of Equity Mgmt For For

17 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights

18 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights in Connection with an Acquisition or Other Capital Investment

19 Authorise Market Purchase of Ordinary Shares Mgmt For For

20 Authorise the Company to Call General Meeting Mgmt For For with Two Weeks' Notice

Page 141 of 327

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Houlihan Lokey, Inc.

Meeting Date: 09/24/2020 Country: USA Meeting Type: Annual Ticker: HLI

Primary ISIN: US4415931009 Primary SEDOL: BYQ3PM7

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Irwin N. Gold Mgmt For For

Voter Rationale: Changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approvalIn addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.Moreover, we oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders

1.2 Elect Director Gillian B. Zucker Mgmt For For

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.Also, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.Moreover, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

3 Ratify KPMG LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

Ichigo Office REIT Investment Corp.

Meeting Date: 07/18/2020 Country: Japan Meeting Type: Special Ticker: 8975

Primary ISIN: JP3046300004 Primary SEDOL: B0LNCF6

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Amend Articles to Amend Asset Management Mgmt For For Compensation - Amend Provisions on Deemed Approval System - Change Japanese Era Year to Western Year

2 Elect Executive Director Takatsuka, Yoshihiro Mgmt For For

3.1 Elect Supervisory Director Fukunaga, Takaaki Mgmt For For

3.2 Elect Supervisory Director Terada, Masahiro Mgmt For For

Page 142 of 327

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Ichigo Office REIT Investment Corp.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

4 Elect Alternate Executive Director Chiba, Mgmt For For Keisuke

5 Elect Alternate Supervisory Director Kita, Mgmt For For Nagahisa

ICICI Bank Limited

Meeting Date: 08/09/2020 Country: India Meeting Type: Special Ticker: 532174

Primary ISIN: INE090A01021 Primary SEDOL: BSZ2BY7

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

Postal Ballot Mgmt

1 Approve Issuance of Equity or Equity-Linked Mgmt For For Securities without Preemptive Rights

ICICI Bank Limited

Meeting Date: 08/14/2020 Country: India Meeting Type: Annual Ticker: 532174

Primary ISIN: INE090A01021 Primary SEDOL: BSZ2BY7

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Accept Financial Statements and Statutory Mgmt For For Reports

2 Reelect Vishakha Mulye as Director Mgmt For For

3 Approve Walker Chandiok & Co LLP, Chartered Mgmt For For Accountants as Auditors and Authorize Board to Fix Their Remuneration

4 Approve Branch Auditors and Authorize Board to Mgmt For For Fix Their Remuneration

5 Approve Reappointment and Remuneration of Mgmt For For Vishakha Mulye as Wholetime Director (Designated as Executive Director)

6 Reelect Girish Chandra Chaturvedi as Mgmt For For Independent Director

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ICICI Bank Limited

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

7 Approve Reappointment and Remuneration of Mgmt For For Girish Chandra Chaturvedi as Non-Executive (part-time) Chairman Voter Rationale: The impact of climate change will prompt substantial structural adjustments to the global economy. Such fundamental changes will inevitably impact the balance sheet and the operations of banks, leading to both risks and opportunities. Therefore, we encourage the Chairman and the board to drive and oversee stronger climate change management practices at the bank, including on the integration of climate considerations and opportunities into its business strategy and financial risk management frameworks.

8 Approve Shifting of Registered Office of the Mgmt For For Company and Amend Memorandum of Association

IG Group Holdings Plc

Meeting Date: 09/17/2020 Country: United Kingdom Meeting Type: Annual Ticker: IGG

Primary ISIN: GB00B06QFB75 Primary SEDOL: B06QFB7

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Accept Financial Statements and Statutory Mgmt For For Reports

2 Approve Remuneration Policy Mgmt For For

3 Approve Remuneration Report Mgmt For For

4 Approve Final Dividend Mgmt For For

5 Re-elect June Felix as Director Mgmt For For

6 Re-elect Sally-Ann Hibberd as Director Mgmt For For

7 Re-elect Malcolm Le May as Director Mgmt For For

8 Re-elect Bridget Messer as Director Mgmt For For

9 Re-elect Jonathan Moulds as Director Mgmt For For

10 Re-elect Jim Newman as Director Mgmt For For

11 Re-elect Jon Noble as Director Mgmt For For

12 Elect Andrew Didham as Director Mgmt For For

13 Elect Mike McTighe as Director Mgmt For For

14 Elect Helen Stevenson as Director Mgmt For For

15 Elect Charlie Rozes as Director Mgmt For For

16 Elect Rakesh Bhasin as Director Mgmt For For

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IG Group Holdings Plc

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

17 Reappoint PricewaterhouseCoopers LLP as Mgmt For For Auditors

18 Authorise the Audit Committee to Fix Mgmt For For Remuneration of Auditors

19 Authorise Issue of Equity Mgmt For For

20 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights

21 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights in Connection with an Acquisition or Other Capital Investment

22 Authorise Market Purchase of Ordinary Shares Mgmt For For

23 Authorise the Company to Call General Meeting Mgmt For For with Two Weeks' Notice

24 Authorise the Appropriation of the Relevant Mgmt For For Distributable Profits of the Company and Release Any and All Claims Against its Shareholders, Directors and Former Directors in Respect of the Relevant Dividends

Independent Bank Group, Inc.

Meeting Date: 08/27/2020 Country: USA Meeting Type: Annual Ticker: IBTX

Primary ISIN: US45384B1061 Primary SEDOL: B9M9ZZ7

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Daniel W. Brooks Mgmt For For

1.2 Elect Director Craig E. Holmes Mgmt For For

1.3 Elect Director G. Stacy Smith Mgmt For For

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.In addition, severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.Moreover, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.

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Independent Bank Group, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

3 Ratify RSM US LLP as Auditor Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

4 Other Business Mgmt For Against

Voter Rationale: Any Other Business should not be a voting item.

Industria de Diseno Textil SA

Meeting Date: 07/14/2020 Country: Spain Meeting Type: Annual Ticker: ITX

Primary ISIN: ES0148396007 Primary SEDOL: BP9DL90

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Standalone Financial Statements Mgmt For For

2 Approve Consolidated Financial Statements and Mgmt For For Discharge of Board

3 Approve Non-Financial Information Statement Mgmt For For

4 Approve Allocation of Income Mgmt For For

5 Approve Dividends Charged Against Unrestricted Mgmt For For Reserves

6.a Reelect Pontegadea Inversiones SL as Director Mgmt For For

6.b Reelect Denise Patricia Kingsmill as Director Mgmt For For

6.c Ratify Appointment of and Elect Anne Lange as Mgmt For For Director

7 Renew Appointment of Deloitte as Auditor Mgmt For For

8.a Amend Articles Re: Remote Attendance to Mgmt For For General Meetings

8.b Approve Restated Articles of Association Mgmt For For

9.a Amend Article 6 of General Meeting Regulations Mgmt For For Re: Competences of General Meetings

9.b Amend Articles of General Meeting Regulations Mgmt For For Re: Remote Attendance

9.c Approve Restated General Meeting Regulations Mgmt For For

10 Advisory Vote on Remuneration Report Mgmt For For

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Industria de Diseno Textil SA

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

11 Authorize Board to Ratify and Execute Approved Mgmt For For Resolutions

12 Receive Amendments to Board of Directors Mgmt Regulations

Infrastrutture Wireless Italiane SpA

Meeting Date: 07/28/2020 Country: Italy Meeting Type: Special Ticker: INW

Primary ISIN: IT0005090300 Primary SEDOL: BZ0P4R4

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

Ordinary Business Mgmt

1 Approve 2020-2024 Long Term Incentive Plan Mgmt For Against

2 Approve 2020 Broad-Based Share Ownership Mgmt For For Plan

3 Amend Remuneration Policy Mgmt For Against

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.

4 Authorize Share Repurchase Program and Mgmt For Against Reissuance of Repurchased Shares to Service 2020-2024 Long Term Incentive Plan and 2020 Broad-Based Share Ownership Plan Voter Rationale: Capital issuance authority should be for share plans that incentivise long-term value creation.

5 Elect Angela Maria Cossellu as Director Mgmt For For

A Deliberations on Possible Legal Action Against Mgmt None Against Directors if Presented by Shareholders Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

InnerWorkings, Inc.

Meeting Date: 09/24/2020 Country: USA Meeting Type: Special Ticker: INWK

Primary ISIN: US45773Y1055 Primary SEDOL: B17W6V8

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InnerWorkings, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Merger Agreement Mgmt For For

2 Advisory Vote on Golden Parachutes Mgmt For For

Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.

3 Adjourn Meeting Mgmt For For

Inseego Corp.

Meeting Date: 07/22/2020 Country: USA Meeting Type: Annual Ticker: INSG

Primary ISIN: US45782B1044 Primary SEDOL: BYWSY52

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director James B. Avery Mgmt For Withhold

Voter Rationale: The Company should put in place a policy that aims to increase gender diversity on the board. Our expectation is that there be at least one female director on the board for a company of this size.Also, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

1.2 Elect Director Jeffrey Tuder Mgmt For For

2 Ratify Marcum LLP as Auditors Mgmt For For

3 Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation Voter Rationale: Companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

4 Amend Omnibus Stock Plan Mgmt For Against

Voter Rationale: Incentive plans that allow for loans to exercise options are inconsistent with good practice and should be eliminated.Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Intelligent Systems Corporation

Meeting Date: 08/06/2020 Country: USA Meeting Type: Annual Ticker: INS

Primary ISIN: US45816D1000 Primary SEDOL: 2453419

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Intelligent Systems Corporation

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Elizabeth W. Camp Mgmt For For

1.2 Elect Director A. Russell Chandler, III Mgmt For Withhold

Voter Rationale: We voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.

2 Approve Non-Employee Director Omnibus Stock Mgmt For Against Plan Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.Also, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.Furthermore, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.In addition, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.Moreover, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

Intermediate Capital Group Plc

Meeting Date: 07/21/2020 Country: United Kingdom Meeting Type: Annual Ticker: ICP

Primary ISIN: GB00BYT1DJ19 Primary SEDOL: BYT1DJ1

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Accept Financial Statements and Statutory Mgmt For For Reports

2 Approve Remuneration Report Mgmt For For

3 Approve Remuneration Policy Mgmt For For

4 Appoint Ernst & Young LLP as Auditors Mgmt For For

5 Authorise the Audit Committee to Fix Mgmt For For Remuneration of Auditors

6 Approve Final Dividend Mgmt For For

7 Re-elect Vijay Bharadia as Director Mgmt For For

8 Re-elect Benoit Durteste as Director Mgmt For For

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Intermediate Capital Group Plc

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

9 Re-elect Virginia Holmes as Director Mgmt For For

10 Re-elect Michael Nelligan as Director Mgmt For For

11 Re-elect Kathryn Purves as Director Mgmt For For

12 Re-elect Amy Schioldager as Director Mgmt For For

13 Re-elect Andrew Sykes as Director Mgmt For For

14 Re-elect Stephen Welton as Director Mgmt For For

15 Elect Lord Davies of Abersoch as Director Mgmt For For

16 Elect Antje Hensel-Roth as Director Mgmt For For

17 Approve Omnibus Plan Mgmt For For

18 Approve Deal Vintage Bonus Plan Mgmt For For

19 Authorise Issue of Equity Mgmt For For

20 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights

21 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights in Connection with an Acquisition or Other Capital Investment

22 Authorise Market Purchase of Ordinary Shares Mgmt For For

23 Authorise the Company to Call General Meeting Mgmt For For with Two Weeks' Notice

24 Adopt New Articles of Association Mgmt For For

International Flavors & Fragrances Inc.

Meeting Date: 08/27/2020 Country: USA Meeting Type: Special Ticker: IFF

Primary ISIN: US4595061015 Primary SEDOL: 2464165

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Issue Shares in Connection with Merger Mgmt For For

2 Adjourn Meeting Mgmt For For

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Intrepid Potash, Inc.

Meeting Date: 07/28/2020 Country: USA Meeting Type: Special Ticker: IPI

Primary ISIN: US46121Y1029 Primary SEDOL: B2QVR76

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Reverse Stock Split Mgmt For For

2 Reduce Authorized Common Stock to Mgmt For For 80,000,000 if and only if Proposal 1 is both Approved and Implemented

3 Reduce Authorized Common Stock to Mgmt For For 40,000,000 if and only if Proposal 1 is both Approved and Implemented

4 Reduce Authorized Common Stock to Mgmt For For 26,666,667 if and only if Proposal 1 is both Approved and Implemented

Iteris, Inc.

Meeting Date: 09/10/2020 Country: USA Meeting Type: Annual Ticker: ITI

Primary ISIN: US46564T1079 Primary SEDOL: B0421J7

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director J. Joseph (Joe) Bergera Mgmt For For

1.2 Elect Director Anjali Joshi Mgmt For For

1.3 Elect Director Gerard M. Mooney Mgmt For For

1.4 Elect Director Thomas L. Thomas Mgmt For For

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review.Furthermore, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

1.5 Elect Director Lucas (Luke) P. Schneider Mgmt For For

1.6 Elect Director Laura L. Siegal Mgmt For For

1.7 Elect Director Dennis W. Zank Mgmt For For

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Iteris, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.Furthermore, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

3 Ratify Deloitte & Touche LLP as Auditors Mgmt For For

ITO EN, LTD.

Meeting Date: 07/28/2020 Country: Japan Meeting Type: Annual Ticker: 2593

Primary ISIN: JP3143000002 Primary SEDOL: 6455789

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 25 for Class 1 Preferred Shares and JPY 20 for Ordinary Shares

2.1 Elect Director Honjo, Hachiro Mgmt For Against

Voter Rationale: The board lacks sufficient diversity to meet our expectations.

2.2 Elect Director Honjo, Daisuke Mgmt For Against

Voter Rationale: The board lacks sufficient diversity to meet our expectations.

2.3 Elect Director Honjo, Shusuke Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.4 Elect Director Hashimoto, Shunji Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.5 Elect Director Watanabe, Minoru Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.6 Elect Director Yashiro, Mitsuo Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.7 Elect Director Nakano, Yoshihisa Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

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ITO EN, LTD.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

2.8 Elect Director Kamiya, Shigeru Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.9 Elect Director Yosuke Jay Oceanbright Honjo Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.10 Elect Director Hirata, Atsushi Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.11 Elect Director Taguchi, Morikazu Mgmt For For

2.12 Elect Director Usui, Yuichi Mgmt For For

2.13 Elect Director Tanaka, Yutaka Mgmt For For

2.14 Elect Director Takano, Hideo Mgmt For For

3 Appoint Statutory Auditor Takasawa, Yoshiaki Mgmt For For

Japan Display, Inc.

Meeting Date: 08/26/2020 Country: Japan Meeting Type: Annual Ticker: 6740

Primary ISIN: JP3389660006 Primary SEDOL: BJYNHY0

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

Annual Meeting Agenda Mgmt

1 Approve Accounting Transfers Mgmt For For

2 Amend Articles to Adopt Board Structure with Mgmt For For Three Committees - Clarify Director Authority on Shareholder Meetings - Amend Provisions on Director Titles - Clarify Director Authority on Board Meetings

3 Amend Articles to Create Class D and E Mgmt For For Preferred Shares

4 Approve Issuance of Class D Preferred Shares Mgmt For For and Series 12 Warrants for a Private Placement

5.1 Elect Director Scott Callon Mgmt For For

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Japan Display, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

5.2 Elect Director Ueki, Toshihiro Mgmt For Against

Voter Rationale: The audit committee should be majority independent – and companies should strive to make them fully independent.

5.3 Elect Director Nakano, Nobuyuki Mgmt For Against

Voter Rationale: The audit committee should be majority independent – and companies should strive to make them fully independent.

5.4 Elect Director Kuwada, Ryosuke Mgmt For For

5.5 Elect Director Higashi, Nobuyuki Mgmt For For

5.6 Elect Director Ozeki, Tamane Mgmt For For

5.7 Elect Director Kawashima, Toshiaki Mgmt For For

Class Meeting Agenda for Common Mgmt Shareholders

6 Amend Articles to Create Class D and E Mgmt For For Preferred Shares

Jazz Pharmaceuticals plc

Meeting Date: 07/30/2020 Country: Ireland Meeting Type: Annual Ticker: JAZZ

Primary ISIN: IE00B4Q5ZN47 Primary SEDOL: B4Q5ZN4

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Bruce C. Cozadd Mgmt For For

1b Elect Director Heather Ann McSharry Mgmt For For

1c Elect Director Anne O'Riordan Mgmt For For

1d Elect Director Rick E Winningham Mgmt For For

2 Approve KPMG, Dublin as Auditors and Mgmt For For Authorize Board to Fix Their Remuneration

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Jazz Pharmaceuticals plc

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Furthermore, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

4 Amend Non-Employee Director Omnibus Stock Mgmt For Against Plan Voter Rationale: Share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Moreover, this plan could lead to excessive dilution.

5 Approve Reduction in Capital and Creation of Mgmt For For Distributable Reserves

JD Sports Fashion Plc

Meeting Date: 07/31/2020 Country: United Kingdom Meeting Type: Annual Ticker: JD

Primary ISIN: GB00BYX91H57 Primary SEDOL: BYX91H5

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Accept Financial Statements and Statutory Mgmt For For Reports

2 Approve Remuneration Report Mgmt For For

3 Approve Remuneration Policy Mgmt For Against

Voter Rationale: A vote AGAINST this item is considered warranted:* Significant increases to variable pay quantum are proposed. Furthermore, material concerns remain regarding the operation of the variable pay schemes, such as the all-cash structure of both short-term and long-term incentive awards.* A number of other concerns also remain, namely the all-cash structure of the policy, the lack of shareholding guidelines and the default position that outstanding LTIP awards would vest upon a change of control.

4 Re-elect Peter Cowgill as Director Mgmt For For

5 Re-elect Neil Greenhalgh as Director Mgmt For For

6 Re-elect Andrew Leslie as Director Mgmt For For

7 Re-elect Martin Davies as Director Mgmt For For

8 Re-elect Heather Jackson as Director Mgmt For For

9 Re-elect Kath Smith as Director Mgmt For For

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JD Sports Fashion Plc

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

10 Re-elect Andrew Rubin as Director Mgmt For For

11 Reappoint KPMG LLP as Auditors Mgmt For For

12 Authorise the Audit Committee to Fix Mgmt For For Remuneration of Auditors

13 Approve Long Term Incentive Plan 2020 Mgmt For Against

Voter Rationale: A vote AGAINST this item is considered warranted because the plan retains features that represent significant departures from established best-practice, including settling awards wholly in cash and allowing awards to vest after a three-year performance period without being subject to a further holding period.

14 Authorise EU Political Donations and Mgmt For For Expenditure

15 Authorise Issue of Equity Mgmt For For

16 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights

17 Authorise the Company to Call General Meeting Mgmt For For with Two Weeks' Notice

JDC Corp. (Japan)

Meeting Date: 08/27/2020 Country: Japan Meeting Type: Annual Ticker: 1887

Primary ISIN: JP3707200006 Primary SEDOL: B17KTT1

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 18

2.1 Elect Director Asakura, Takeo Mgmt For Against

Voter Rationale: The board lacks sufficient diversity to meet our expectations.

2.2 Elect Director Sone, Ichiro Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.3 Elect Director Inoue, Satoshi Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.4 Elect Director Nishikawa, Tetsuo Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

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JDC Corp. (Japan)

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

2.5 Elect Director Mochizuki, Naoyuki Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.6 Elect Director Takatsu, Hiroaki Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

John Wiley & Sons, Inc.

Meeting Date: 09/24/2020 Country: USA Meeting Type: Annual Ticker: JW.A

Primary ISIN: US9682232064 Primary SEDOL: 2965668

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Beth A. Birnbaum Mgmt For For

1.2 Elect Director David C. Dobson Mgmt For For

1.3 Elect Director Mariana Garavaglia Mgmt For For

1.4 Elect Director William Pence Mgmt For For

2 Ratify KPMG LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

3 Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation

Joyful Honda Co. Ltd.

Meeting Date: 09/17/2020 Country: Japan Meeting Type: Annual Ticker: 3191

Primary ISIN: JP3392920009 Primary SEDOL: BKW7HH4

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 17.5

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Joyful Honda Co. Ltd.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

2 Amend Articles to Authorize Board to Determine Mgmt For Against Income Allocation Voter Rationale: Excess cash should be returned to shareholders when it is not otherwise invested. Shareholders should retain the right to approve the company's dividend policy.

3.1 Elect Director Hosoya, Taketoshi Mgmt For For

3.2 Elect Director Hirayama, Ikuo Mgmt For For

3.3 Elect Director Honda, Masaru Mgmt For For

3.4 Elect Director Kugisaki, Hiromitsu Mgmt For For

3.5 Elect Director Shirakawa, Toko Mgmt For For

3.6 Elect Director Tokura, Keita Mgmt For For

Keihin Corp.

Meeting Date: 07/20/2020 Country: Japan Meeting Type: Annual Ticker: 7251

Primary ISIN: JP3277230003 Primary SEDOL: 6487328

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Aida, Keiichi Mgmt For For

1.2 Elect Director Konno, Genichiro Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.3 Elect Director Abe, Tomoya Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.4 Elect Director Amano, Hirohisa Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.5 Elect Director Takayama, Yusuke Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.6 Elect Director Mitsubori, Toru Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

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Keihin Corp.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.7 Elect Director Ito, Yasutoshi Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.8 Elect Director Nakatsubo, Hiroshi Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.9 Elect Director Suzuki, Shinji Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.10 Elect Director Yamamoto, Kotaro Mgmt For For

1.11 Elect Director Tsuji, Chiaki Mgmt For For

2 Appoint Alternate Statutory Auditor Yamamoto, Mgmt For For Tadashi

Kingstone Companies, Inc.

Meeting Date: 08/05/2020 Country: USA Meeting Type: Annual Ticker: KINS

Primary ISIN: US4967191051 Primary SEDOL: B02NVQ9

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Barry B. Goldstein Mgmt For For

1.2 Elect Director Meryl S. Golden Mgmt For For

1.3 Elect Director Floyd R. Tupper Mgmt For For

1.4 Elect Director William L. Yankus Mgmt For For

1.5 Elect Director Carla A. D'Andre Mgmt For For

1.6 Elect Director Timothy P. McFadden Mgmt For For

2 Ratify Marcum LLP as Auditors Mgmt For For

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Kingstone Companies, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

3 Amend Omnibus Stock Plan Mgmt For Against

4 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: The company recently amended its employment agreement with the CEO, which maintains an excessive severance provision upon a change of control.

Klabin SA

Meeting Date: 07/31/2020 Country: Brazil Meeting Type: Annual Ticker: KLBN4

Primary ISIN: BRKLBNACNPR9 Primary SEDOL: 2813347

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

Meeting for Holders of Units Mgmt

1 Accept Financial Statements and Statutory Mgmt For For Reports for Fiscal Year Ended Dec. 31, 2019 Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.

2 Approve Allocation of Income and Dividends Mgmt For For

3 Fix Number of Directors at 13 Mgmt For For

4 Do You Wish to Adopt Cumulative Voting for the Mgmt None Abstain Election of the Members of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law? Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

5 Elect Directors Mgmt For Against

Voter Rationale: A vote AGAINST this bundled election proposal is recommended as, among the proposed management slate, there are 12 candidates (effectives and alternates) currently under investigation by the Brazilian Securities Regulator (CVM) due to governance concerns and potential breach of fiduciary duty.

6 In Case There is Any Change to the Board Slate Mgmt None Against Composition, May Your Votes Still be Counted for the Proposed Slate? Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

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Klabin SA

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

7 In Case Cumulative Voting Is Adopted, Do You Mgmt None Abstain Wish to Equally Distribute Your Votes Amongst the Nominees below? Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

APPLIES ONLY IF CUMULATIVE VOTING IS Mgmt ADOPTED - If You Vote FOR on Item 7, Votes Will Be Automatically Distributed in Equal % Amongst The Nominees voted FOR below. If You Vote AGST, Contact Your Client Service Rep to Disproportionately Allocate % of Votes

8.1 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Daniel Miguel Klabin as Director and Amanda Klabin Tkacz as Alternate Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

8.2 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Armando Klabin as Director and Wolff Klabin as Alternate Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

8.3 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Pedro Oliva Marcilio de Sousa as Independent Director and Alberto Klabin as Alternate Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

8.4 Percentage of Votes to Be Assigned - Elect Jose Mgmt None Abstain Luis de Salles Freire as Independent Director and Francisco Lafer Pati as Alternate Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

8.5 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Horacio Lafer Piva as Director and Francisco Amaury Olsen as Alternate Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

8.6 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Israel Klabin as Director and Celso Lafer as Alternate Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

8.7 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Paulo Sergio Coutinho Galvao Filho as Director and Vivian do Valle Souza Leao Mikui as Alternate Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

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Klabin SA

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

8.8 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Roberto Klabin Martins Xavier as Director and Lilia Klabin Levine as Alternate Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

8.9 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Roberto Luiz Leme Klabin as Independent Director and Marcelo Bertini de Rezende Barbosa as Alternate Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

8.10 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Camilo Marcantonio Junior as Independent Director and Ruan Pires Alves as Alternate Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

8.11 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Sergio Francisco Monteiro de Carvalho Guimaraes as Independent Director and Joaquim Pedro Monteiro de Carvalho Collor de Mello as Alternate

Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

8.12 Percentage of Votes to Be Assigned - Elect Vera Mgmt None Abstain Lafer as Director and Vera Lafer Lorch Cury as Alternate Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

9 As an Ordinary Shareholder, Would You like to Mgmt None For Request a Separate Minority Election of a Member of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law?

10 As a Preferred Shareholder, Would You like to Mgmt None For Request a Separate Minority Election of a Member of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law?

11 Elect Mauro Gentile Rodrigues da Cunha as SH None For Director and Tiago Curi Isaac as Alternate Appointed by Preferred Shareholder

12 In Case Neither Class of Shares Reaches the Mgmt None For Minimum Quorum Required by the Brazilian Corporate Law to Elect a Board Representative in Separate Elections, Would You Like to Use Your Votes to Elect the Candidate with More Votes to Represent Both Classes?

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Klabin SA

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

13 Elect Fiscal Council Members Mgmt For Abstain

Voter Rationale: An ABSTAIN vote recommendation is warranted for management's fiscal council nominees, to allow minority shareholders to concentrate their votes on the election of a minority fiscal council candidate, as further discussed under Item 16 of this meeting agenda.

14 In Case One of the Nominees Leaves the Fiscal Mgmt None Against Council Slate Due to a Separate Minority Election, as Allowed Under Articles 161 and 240 of the Brazilian Corporate Law, May Your Votes Still Be Counted for the Proposed Slate?

Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

15 Elect Louise Barsi as Fiscal Council Member and SH None For Tiago Brasil Rocha as Alternate Appointed by Preferred Shareholder

16 Elect Mauricio Aquino Halewicz as Fiscal Council SH None For Member and Geraldo Affonso Ferreira Filho as Alternate Appointed by Minority Shareholder

17 Approve Remuneration of Company's Mgmt For For Management

18 Approve Remuneration of Fiscal Council Mgmt For For Members

KLX Energy Services Holdings, Inc.

Meeting Date: 07/24/2020 Country: USA Meeting Type: Annual Ticker: KLXE

Primary ISIN: US48253L2051 Primary SEDOL: BN2XDP3

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Issue Shares in Connection with Merger Mgmt For For

2 Approve Reverse Stock Split Mgmt For Against

Voter Rationale: A vote AGAINST this proposal is warranted as the reverse split would result in an excessive increase in the number of available and unissued authorized common shares.

3 Amend Omnibus Stock Plan Mgmt For Against

Voter Rationale: This plan could lead to excessive dilution.In addition, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job.Moreover, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

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KLX Energy Services Holdings, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

4.1 Elect Director Benjamin A. Hardesty Mgmt For Withhold

Voter Rationale: Changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval.In addition, the Company should put in place a policy that aims to increase gender diversity on the board. Our expectation is that there be at least one female director on the board for a company of this size.Also, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.Lastly, the board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote.

4.2 Elect Director Stephen M. Ward, Jr. Mgmt For Withhold

Voter Rationale: Executive pay is not in line with company performance. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time.Specifically, there are concerns regarding the problematic severance paid to the former CEO upon his voluntary resignation.In addition, changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval.Also, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.Lastly, the board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote.

5 Amend Qualified Employee Stock Purchase Plan Mgmt For For

6 Ratify Deloitte & Touche LLP as Auditors Mgmt For For

7 Adjourn Meeting Mgmt For For

Konoike Transport Co., Ltd.

Meeting Date: 07/31/2020 Country: Japan Meeting Type: Annual Ticker: 9025

Primary ISIN: JP3288970001 Primary SEDOL: B99HH03

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Tsuji, Takashi Mgmt For For

1.2 Elect Director Konoike, Tadahiko Mgmt For For

1.3 Elect Director Konoike, Tadatsugu Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.4 Elect Director Nakayama, Eiji Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

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Konoike Transport Co., Ltd.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.5 Elect Director Takeshima, Tetsuro Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.6 Elect Director Ota, Yoshihito Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.7 Elect Director Masuyama, Mika Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.8 Elect Director Fujita, Taisuke Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.1 Appoint Statutory Auditor Otani, Mitsugu Mgmt For Against

Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.

2.2 Appoint Statutory Auditor Fujiwara, Yutaka Mgmt For Against

Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.

3 Appoint Alternate Statutory Auditor Kosaka, Mgmt For Against Keizo Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.

4 Approve Compensation Ceiling for Directors Mgmt For For

Korn Ferry

Meeting Date: 09/23/2020 Country: USA Meeting Type: Annual Ticker: KFY

Primary ISIN: US5006432000 Primary SEDOL: 2386849

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Doyle N. Beneby Mgmt For For

1b Elect Director Gary D. Burnison Mgmt For For

1c Elect Director Christina A. Gold Mgmt For For

1d Elect Director Jerry P. Leamon Mgmt For For

1e Elect Director Angel R. Martinez Mgmt For For

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Korn Ferry

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1f Elect Director Debra J. Perry Mgmt For For

1g Elect Director Lori J. Robinson Mgmt For For

1h Elect Director George T. Shaheen Mgmt For For

3 Ratify Ernst & Young LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

Kuehne + Nagel International AG

Meeting Date: 09/02/2020 Country: Switzerland Meeting Type: Special Ticker: KNIN

Primary ISIN: CH0025238863 Primary SEDOL: B142S60

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Allocation of Income and Dividends of Mgmt For For CHF 4.00 per Share

2 Transact Other Business (Voting) Mgmt For Against

Voter Rationale: A vote AGAINST is warranted because: * This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and * The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.

Kusuri No Aoki Holdings Co., Ltd.

Meeting Date: 08/19/2020 Country: Japan Meeting Type: Annual Ticker: 3549

Primary ISIN: JP3266190002 Primary SEDOL: BYX8TV2

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Aoki, Keisei Mgmt For Against

Voter Rationale: The board lacks sufficient diversity to meet our expectations.

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Kusuri No Aoki Holdings Co., Ltd.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.2 Elect Director Aoki, Yasutoshi Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.3 Elect Director Aoki, Hironori Mgmt For Against

Voter Rationale: The board lacks sufficient diversity to meet our expectations.

1.4 Elect Director Yahata, Ryoichi Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.5 Elect Director Iijima, Hitoshi Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.6 Elect Director Okada, Motoya Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.7 Elect Director Yanagida, Naoki Mgmt For For

2.1 Appoint Statutory Auditor Hirota, Kazuo Mgmt For For

2.2 Appoint Statutory Auditor Kuwajima, Toshiaki Mgmt For For

2.3 Appoint Statutory Auditor Nakamura, Akiko Mgmt For For

3 Appoint Alternate Statutory Auditor Morioka, Mgmt For For Shinichi

4 Appoint Gyosei & Co. as New External Audit Mgmt For For Firm

5 Approve Director Retirement Bonus Mgmt For Against

Voter Rationale: There should be disclosure of the total award of retirement bonuses.

Lamb Weston Holdings, Inc.

Meeting Date: 09/24/2020 Country: USA Meeting Type: Annual Ticker: LW

Primary ISIN: US5132721045 Primary SEDOL: BDQZFJ3

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Peter J. Bensen Mgmt For For

1b Elect Director Charles A. Blixt Mgmt For For

1c Elect Director Robert J. Coviello Mgmt For For

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Lamb Weston Holdings, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1d Elect Director Andre J. Hawaux Mgmt For For

1e Elect Director W.G. Jurgensen Mgmt For For

1f Elect Director Thomas P. Maurer Mgmt For For

1g Elect Director Robert A. Niblock Mgmt For For

1h Elect Director Hala G. Moddelmog Mgmt For For

1i Elect Director Maria Renna Sharpe Mgmt For For

1j Elect Director Thomas P. Werner Mgmt For For

3 Ratify KPMG LLP as Auditors Mgmt For For

Lasertec Corp.

Meeting Date: 09/28/2020 Country: Japan Meeting Type: Annual Ticker: 6920

Primary ISIN: JP3979200007 Primary SEDOL: 6506267

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 27

2.1 Elect Director Okabayashi, Osamu Mgmt For Against

Voter Rationale: The board lacks sufficient diversity to meet our expectations.

2.2 Elect Director Kusunose, Haruhiko Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.3 Elect Director Uchiyama, Shu Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.4 Elect Director Moriizumi, Koichi Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.5 Elect Director Seki, Hirokazu Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

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Lasertec Corp.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

2.6 Elect Director Ebihara, Minoru Mgmt For For

2.7 Elect Director Shimoyama, Takayuki Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.8 Elect Director Mihara, Koji Mgmt For For

3.1 Appoint Statutory Auditor Tsukasaki, Takeaki Mgmt For For

3.2 Appoint Statutory Auditor Asami, Koichi Mgmt For For

3.3 Appoint Statutory Auditor Ishiguro, Miyuki Mgmt For For

3.4 Appoint Statutory Auditor Izumo, Eiichi Mgmt For For

4 Appoint Alternate Statutory Auditor Saito, Yuji Mgmt For For

5 Approve Annual Bonus Mgmt For For

La-Z-Boy Incorporated

Meeting Date: 09/01/2020 Country: USA Meeting Type: Annual Ticker: LZB

Primary ISIN: US5053361078 Primary SEDOL: 2508405

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Kurt L. Darrow Mgmt For For

1.2 Elect Director Sarah M. Gallagher Mgmt For For

1.3 Elect Director Janet E. Kerr Mgmt For For

1.4 Elect Director Michael T. Lawton Mgmt For For

1.5 Elect Director H. George Levy Mgmt For Withhold

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La-Z-Boy Incorporated

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.6 Elect Director W. Alan McCollough Mgmt For Withhold

1.7 Elect Director Rebecca L. O'Grady Mgmt For For

1.8 Elect Director Lauren B. Peters Mgmt For For

1.9 Elect Director Nido R. Qubein Mgmt For Withhold

2 Ratify PricewaterhouseCoopers LLP as Auditors Mgmt For Against

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.In addition, the remuneration committee should not allow vesting of incentive awards for below median performance as this is considered to be rewarding under performance of peers.Moreover, severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.

LEG Immobilien AG

Meeting Date: 08/19/2020 Country: Germany Meeting Type: Annual Ticker: LEG

Primary ISIN: DE000LEG1110 Primary SEDOL: B9G6L89

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Receive Financial Statements and Statutory Mgmt Reports for Fiscal 2019 (Non-Voting)

2 Approve Allocation of Income and Dividends of Mgmt For For EUR 3.60 per Share

3 Approve Discharge of Management Board for Mgmt For For Fiscal 2019

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LEG Immobilien AG

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

5 Ratify PricewaterhouseCoopers GmbH as Mgmt For For Auditors for Fiscal 2020 Voter Rationale: Companies who have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

6 Approve Issuance of Warrants/Bonds with Mgmt For For Warrants Attached/Convertible Bonds with Partial Exclusion of Preemptive Rights up to Aggregate Nominal Amount of EUR 2 Billion; Approve Creation of EUR 35.7 Million Pool of Capital to Guarantee Conversion Rights

7 Approve Creation of EUR 21.4 Million Pool of Mgmt For For Capital with Partial Exclusion of Preemptive Rights

8 Approve Remuneration Policy Mgmt For For

Voter Rationale: Companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.

9 Approve Increase in Size of Board to Seven Mgmt For For Members

10 Elect Martin Wiesmann to the Supervisory Board Mgmt For For

11 Approve Affiliation Agreement with Mgmt For For EnergieServicePlus GmbH

12 Approve Merger by Absorption of LEG Mgmt For For Immobilien N.V. and Change of Corporate Form to Societas Europaea (SE)

LeMaitre Vascular, Inc.

Meeting Date: 07/30/2020 Country: USA Meeting Type: Annual Ticker: LMAT

Primary ISIN: US5255582018 Primary SEDOL: B1G6TJ0

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Bridget A. Ross Mgmt For For

1.2 Elect Director John A. Roush Mgmt For For

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LeMaitre Vascular, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.Furthermore, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

3 Ratify Grant Thornton LLP as Auditors Mgmt For For

Leopalace21 Corp.

Meeting Date: 07/22/2020 Country: Japan Meeting Type: Annual Ticker: 8848

Primary ISIN: JP3167500002 Primary SEDOL: 6598424

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Miyao, Bunya Mgmt For For

1.2 Elect Director Ashida, Shigeru Mgmt For For

1.3 Elect Director Hayashima, Mayumi Mgmt For For

1.4 Elect Director Kodama, Tadashi Mgmt For For

1.5 Elect Director Taya, Tetsuji Mgmt For For

1.6 Elect Director Koga, Hisafumi Mgmt For For

1.7 Elect Director Fujita, Kazuyasu Mgmt For For

1.8 Elect Director Nakamura, Yutaka Mgmt For For

1.9 Elect Director Watanabe, Akira Mgmt For For

2.1 Appoint Statutory Auditor Samejima, Kenichiro Mgmt For For

2.2 Appoint Statutory Auditor Murakami, Yoshitaka Mgmt For For

3 Appoint Alternate Statutory Auditor Kawasaki, Mgmt For For Nobuo

Linde plc

Meeting Date: 07/27/2020 Country: Ireland Meeting Type: Annual Ticker: LIN

Primary ISIN: IE00BZ12WP82 Primary SEDOL: BZ12WP8

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Linde plc

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Wolfgang H. Reitzle Mgmt For For

1b Elect Director Stephen F. Angel Mgmt For For

1c Elect Director Ann-Kristin Achleitner Mgmt For For

1d Elect Director Clemens A. H. Borsig Mgmt For For

1e Elect Director Nance K. Dicciani Mgmt For For

1f Elect Director Thomas Enders Mgmt For For

1g Elect Director Franz Fehrenbach Mgmt For For

1h Elect Director Edward G. Galante Mgmt For For

1i Elect Director Larry D. McVay Mgmt For For

1j Elect Director Victoria E. Ossadnik Mgmt For Against

1k Elect Director Martin H. Richenhagen Mgmt For Against

1l Elect Director Robert L. Wood Mgmt For For

2a Ratify PricewaterhouseCoopers as Auditors Mgmt For Against

2b Authorize Board to Fix Remuneration of Auditors Mgmt For For

3 Determine Price Range for Reissuance of Mgmt For For Treasury Shares

4 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: We welcome the company's decision to increase the proportion of equity that has performance targets attached. At the same time, the remuneration committee should not allow vesting of incentive awards for below median performance as this is considered to be rewarding under performance of peers. Moreover, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.

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Link Real Estate Investment Trust

Meeting Date: 07/22/2020 Country: Hong Kong Meeting Type: Annual Ticker: 823

Primary ISIN: HK0823032773 Primary SEDOL: B0PB4M7

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Note the Financial Statements and Statutory Mgmt Reports

2 Note the Appointment of Auditor and Fixing of Mgmt Their Remuneration

3.1 Elect Peter Tse Pak Wing as Director Mgmt For For

3.2 Elect Nancy Tse Sau Ling as Director Mgmt For For

3.3 Elect Elaine Carole Young as Director Mgmt For For

4.1 Elect Ng Kok Siong as Director Mgmt For For

5 Authorize Repurchase of Issued Units Mgmt For For

6 Approve Amended Scope of Permitted Mgmt For For Investments and the Corresponding Investment Scope Trust Deed Amendments

Lions Gate Entertainment Corp.

Meeting Date: 09/15/2020 Country: Canada Meeting Type: Annual/Special Ticker: LGF.A

Primary ISIN: CA5359194019 Primary SEDOL: BD8NBC0

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Michael Burns Mgmt For For

1b Elect Director Mignon L. Clyburn Mgmt For For

1c Elect Director Gordon Crawford Mgmt For For

1d Elect Director Jon Feltheimer Mgmt For For

Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders

1e Elect Director Emily Fine Mgmt For For

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Lions Gate Entertainment Corp.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1f Elect Director Michael T. Fries Mgmt For Against

1g Elect Director Susan McCaw Mgmt For For

1h Elect Director Yvette Ostolaza Mgmt For For

1i Elect Director Mark H. Rachesky Mgmt For Against

Voter Rationale: Directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.Furthermore, we oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders

1j Elect Director Daniel Sanchez Mgmt For For

1k Elect Director Daryl Simm Mgmt For For

1l Elect Director Hardwick Simmons Mgmt For For

1m Elect Director David M. Zaslav Mgmt For Against

2 Approve Ernst & Young LLP as Auditors and Mgmt For For Authorize Board to Fix Their Remuneration Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.Furthermore, severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

4 Amend Omnibus Stock Plan Mgmt For Against

Voter Rationale: This plan could lead to excessive dilution.Incentive awards to executives should include robust performance targets that reward strong performance and drive shareholder value over a sufficiently long period of time defined as at least three years.Finally, furthermore, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job.

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LiveRamp Holdings, Inc.

Meeting Date: 08/11/2020 Country: USA Meeting Type: Annual Ticker: RAMP

Primary ISIN: US53815P1084 Primary SEDOL: BGLN838

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Timothy R. Cadogan Mgmt For For

1b Elect Director Vivian Chow Mgmt For For

1c Elect Director Scott E. Howe Mgmt For For

3 Ratify KPMG LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

Logitech International S.A.

Meeting Date: 09/09/2020 Country: Switzerland Meeting Type: Annual Ticker: LOGN

Primary ISIN: CH0025751329 Primary SEDOL: B18ZRK2

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Accept Financial Statements and Statutory Mgmt For For Reports

3 Appropriation of Retained Earnings and Mgmt For For Declaration of Dividend

4 Approve Creation of CHF 4.3 Million Pool of Mgmt For For Authorized Capital without Preemptive Rights

Page 176 of 327

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Logitech International S.A.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

5 Approve Discharge of Board and Senior Mgmt For For Management

Elections to the Board of Directors Mgmt

6A Elect Director Patrick Aebischer Mgmt For For

6B Elect Director Wendy Becker Mgmt For For

6C Elect Director Edouard Bugnion Mgmt For For

6D Elect Director Bracken Darrell Mgmt For For

6E Elect Director Guy Gecht Mgmt For For

6F Elect Director Didier Hirsch Mgmt For For

6G Elect Director Neil Hunt Mgmt For For

6H Elect Director Marjorie Lao Mgmt For For

6I Elect Director Neela Montgomery Mgmt For For

6J Elect Director Michael Polk Mgmt For For

6K Elect Director Riet Cadonau Mgmt For Against

6L Elect Director Deborah Thomas Mgmt For For

7 Elect Wendy Becker as Board Chairman Mgmt For For

Elections to the Compensation Committee Mgmt

8A Appoint Edouard Bugnion as Member of the Mgmt For For Compensation Committee

8B Appoint Neil Hunt as Member of the Mgmt For For Compensation Committee

8C Appoint Michael Polk as Member of the Mgmt For For Compensation Committee

8D Appoint Riet Cadonau as Member of the Mgmt For For Compensation Committee

9 Approve Remuneration of Board of Directors in Mgmt For For the Amount of CHF 3,500,000

10 Approve Remuneration of the Group Mgmt For For Management Team in the Amount of USD 29,400,000

11 Ratify KPMG AG as Auditors and Ratify KPMG Mgmt For For LLP as Independent Registered Public Accounting Firm for Fiscal Year 2021

12 Designate Etude Regina Wenger & Sarah Mgmt For For Keiser-Wuger as Independent Representative

Page 177 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

Logitech International S.A.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

A Authorize Independent Representative to Vote Mgmt For Against on Any Amendment to Previous Resolutions Voter Rationale: Any Other Business should not be a voting item.

LondonMetric Property Plc

Meeting Date: 07/22/2020 Country: United Kingdom Meeting Type: Annual Ticker: LMP

Primary ISIN: GB00B4WFW713 Primary SEDOL: B4WFW71

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Accept Financial Statements and Statutory Mgmt For For Reports

2 Approve Remuneration Report Mgmt For For

3 Approve Remuneration Policy Mgmt For Abstain

Voter Rationale: Bonus deferral only applies to Executive Directors who have not met their shareholding requirements. to facilitate potential clawback provisions we prefer that annual bonuses schemes have an element of deferral for all payments made.

4 Reappoint Deloitte LLP as Auditors Mgmt For For

5 Authorise Board to Fix Remuneration of Auditors Mgmt For For

6 Re-elect Patrick Vaughan as Director Mgmt For For

Voter Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.

7 Re-elect Andrew Jones as Director Mgmt For For

8 Re-elect Martin McGann as Director Mgmt For For

9 Re-elect James Dean as Director Mgmt For For

10 Re-elect Rosalyn Wilton as Director Mgmt For For

11 Re-elect Andrew Livingston as Director Mgmt For For

12 Re-elect Suzanne Avery as Director Mgmt For For

13 Re-elect Robert Fowlds as Director Mgmt For For

14 Authorise Issue of Equity Mgmt For For

15 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights

16 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights in Connection with an Acquisition or Other Capital Investment

Page 178 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

LondonMetric Property Plc

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

17 Authorise Market Purchase of Ordinary Shares Mgmt For For

18 Authorise the Company to Call General Meeting Mgmt For For with Two Weeks' Notice

Mack-Cali Realty Corporation

Meeting Date: 07/01/2020 Country: USA Meeting Type: Annual Ticker: CLI

Primary ISIN: US5544891048 Primary SEDOL: 2192314

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Alan R. Batkin Mgmt For For

1.2 Elect Director Michael Berman Mgmt For For

1.3 Elect Director Frederic Cumenal Mgmt For For

1.4 Elect Director MaryAnne Gilmartin Mgmt For For

1.5 Elect Director Tammy K. Jones Mgmt For For

1.6 Elect Director A. Akiva Katz Mgmt For For

1.7 Elect Director Nori Gerardo Lietz Mgmt For For

1.8 Elect Director Mahbod Nia Mgmt For For

1.9 Elect Director Howard S. Stern Mgmt For For

3 Ratify PricewaterhouseCoopers LLP as Auditors Mgmt For Against

Page 179 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

Macquarie Group Limited

Meeting Date: 07/30/2020 Country: Australia Meeting Type: Annual Ticker: MQG

Primary ISIN: AU000000MQG1 Primary SEDOL: B28YTC2

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

2a Elect Diane J Grady as Director Mgmt For For

2b Elect Nicola M Wakefield Evans as Director Mgmt For For

3 Elect Stephen Mayne as Director SH Against Against

Voter Rationale: Shareholder proponents should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

4 Approve Remuneration Report Mgmt For For

5 Approve Participation of Shemara Mgmt For For Wikramanayake in the Macquarie Group Employee Retained Equity Plan

6 Approve Agreement to Issue MGL Ordinary Mgmt For For Shares on Exchange of Macquarie Bank Capital Notes 2

Macromill, Inc.

Meeting Date: 09/29/2020 Country: Japan Meeting Type: Annual Ticker: 3978

Primary ISIN: JP3863030007 Primary SEDOL: BYM41J3

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Sasaki, Toru Mgmt For Against

Voter Rationale: The board lacks sufficient diversity to meet our expectations.

1.2 Elect Director Mizushima, Atsushi Mgmt For For

1.3 Elect Director Nishi, Naofumi Mgmt For For

1.4 Elect Director Nishiyama, Shigeru Mgmt For For

1.5 Elect Director Naito, Makoto Mgmt For For

Page 180 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

Magazine Luiza SA

Meeting Date: 07/22/2020 Country: Brazil Meeting Type: Special Ticker: MGLU3

Primary ISIN: BRMGLUACNOR2 Primary SEDOL: B4975P9

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Ratify Capital Increase without Preemptive Mgmt For For Rights Approved at the Oct. 30, 2019 Board Meeting

2 Rectify Remuneration of Company's Mgmt For For Management Approved at the April 12, 2019, AGM

3 Amend Articles and Consolidate Bylaws Mgmt For For

Maiden Holdings, Ltd.

Meeting Date: 08/04/2020 Country: Bermuda Meeting Type: Annual Ticker: MHLD

Primary ISIN: BMG5753U1128 Primary SEDOL: B2RB076

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Barry D. Zyskind Mgmt For Withhold

1.2 Elect Director Holly L. Blanchard Mgmt For For

1.3 Elect Director Patrick J. Haveron Mgmt For For

1.4 Elect Director Simcha G. Lyons Mgmt For Withhold

1.5 Elect Director Lawrence F. Metz Mgmt For For

Page 181 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

Maiden Holdings, Ltd.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.6 Elect Director Raymond M. Neff Mgmt For Withhold

1.7 Elect Director Yehuda L. Neuberger Mgmt For Withhold

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.

1.8 Elect Director Steven H. Nigro Mgmt For Withhold

1.9 Elect Director Keith A. Thomas Mgmt For For

2 Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation

3 Ratify Ernst & Young LLP as Auditors Mgmt For For

Mammoth Energy Services, Inc.

Meeting Date: 07/02/2020 Country: USA Meeting Type: Annual Ticker: TUSK

Primary ISIN: US56155L1089 Primary SEDOL: BDBFK59

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Arthur Amron Mgmt For For

1.2 Elect Director Arty Straehla Mgmt For For

1.3 Elect Director James Palm Mgmt For Against

Page 182 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

Mammoth Energy Services, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.4 Elect Director Arthur Smith Mgmt For Against

Voter Rationale: Changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval

1.5 Elect Director Paul Jacobi Mgmt For For

2 Amend Omnibus Stock Plan Mgmt For Against

Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.Also, incentive plans that allow for loans to exercise options are inconsistent with good practice and should be eliminated.In addition, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.Also, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.In addition, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

4 Ratify Grant Thornton LLP as Auditors Mgmt For For

Mapletree Commercial Trust

Meeting Date: 07/22/2020 Country: Singapore Meeting Type: Annual Ticker: N2IU

Primary ISIN: SG2D18969584 Primary SEDOL: B5143W8

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Adopt Report of the Trustee, Statement by the Mgmt For For Manager, Audited Financial Statements and Auditors' Report Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account. Also, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.

2 Approve PricewaterhouseCoopers LLP as Auditor Mgmt For For and Authorize Manager to Fix Their Remuneration

3 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities with or without Preemptive Rights Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.

Page 183 of 327

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Mapletree Industrial Trust

Meeting Date: 07/15/2020 Country: Singapore Meeting Type: Annual Ticker: ME8U

Primary ISIN: SG2C32962814 Primary SEDOL: B4LR5Q8

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Adopt Report of the Trustee, Statement by the Mgmt For For Manager, Audited Financial Statements, and Auditor's Report Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account. Also, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.

2 Approve PricewaterhouseCoopers LLP as Mgmt For For Auditors and Authorize Manager to Fix Their Remuneration

Mapletree Industrial Trust

Meeting Date: 08/27/2020 Country: Singapore Meeting Type: Special Ticker: ME8U

Primary ISIN: SG2C32962814 Primary SEDOL: B4LR5Q8

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Proposed Acquisition Mgmt For For

Mapletree Logistics Trust

Meeting Date: 07/14/2020 Country: Singapore Meeting Type: Annual Ticker: M44U

Primary ISIN: SG1S03926213 Primary SEDOL: B0D6P43

Page 184 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

Mapletree Logistics Trust

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

2 Approve PricewaterhouseCoopers LLP as Mgmt For For Auditors and Authorize Manager to Fix Their Remuneration Voter Rationale: Companies who have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

Marks & Spencer Group Plc

Meeting Date: 07/03/2020 Country: United Kingdom Meeting Type: Annual Ticker: MKS

Primary ISIN: GB0031274896 Primary SEDOL: 3127489

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Accept Financial Statements and Statutory Mgmt For For Reports

2 Approve Remuneration Report Mgmt For For

3 Approve Remuneration Policy Mgmt For For

4 Re-elect Archie Norman as Director Mgmt For For

5 Re-elect Steve Rowe as Director Mgmt For For

6 Re-elect Andrew Fisher as Director Mgmt For For

7 Re-elect Andy Halford as Director Mgmt For For

8 Re-elect Pip McCrostie as Director Mgmt For For

9 Re-elect Justin King as Director Mgmt For For

10 Elect Eoin Tonge as Director Mgmt For For

11 Elect Sapna Sood as Director Mgmt For For

Page 185 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

Marks & Spencer Group Plc

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

12 Elect Tamara Ingram as Director Mgmt For For

13 Reappoint Deloitte LLP as Auditors Mgmt For For

14 Authorise the Audit Committee to Fix Mgmt For For Remuneration of Auditors

15 Authorise Issue of Equity Mgmt For For

16 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights

17 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights in Connection with an Acquisition or Other Capital Investment

18 Authorise Market Purchase of Ordinary Shares Mgmt For For

19 Authorise the Company to Call General Meeting Mgmt For For with Two Weeks' Notice

20 Authorise EU Political Donations and Mgmt For For Expenditure

21 Amend Performance Share Plan Mgmt For For

22 Approve Restricted Share Plan Mgmt For For

23 Approve Deferred Share Bonus Plan Mgmt For For

Marvell Technology Group Ltd.

Meeting Date: 07/23/2020 Country: Bermuda Meeting Type: Annual Ticker: MRVL

Primary ISIN: BMG5876H1051 Primary SEDOL: 2594653

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1A Elect Director Tudor Brown Mgmt For For

1B Elect Director Brad Buss Mgmt For For

1C Elect Director Edward Frank Mgmt For For

1D Elect Director Richard S. Hill Mgmt For Against

1E Elect Director Bethany Mayer Mgmt For For

1F Elect Director Matthew J. Murphy Mgmt For For

Page 186 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

Marvell Technology Group Ltd.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1G Elect Director Michael Strachan Mgmt For For

1H Elect Director Robert E. Switz Mgmt For For

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: There is significant concern surrounding the magnitude of the value creation award granted to CEO Murphy in FY2020. While the award requires substantial increase in stock price over an extended period for it to be earned, there is potential for the CEO to earn a relatively large payout if the goal is achieved. In addition, there is significant payout for below index performance, which is not aligned with shareholders interests.

3 Approve Deloitte & Touche LLP as Auditors and Mgmt For For Authorize Board to Fix Their Remuneration

McKesson Corporation

Meeting Date: 07/29/2020 Country: USA Meeting Type: Annual Ticker: MCK

Primary ISIN: US58155Q1031 Primary SEDOL: 2378534

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Dominic J. Caruso Mgmt For For

1b Elect Director N. Anthony Coles Mgmt For For

1c Elect Director M. Christine Jacobs Mgmt For Against

1d Elect Director Donald R. Knauss Mgmt For For

1e Elect Director Marie L. Knowles Mgmt For Against

1f Elect Director Bradley E. Lerman Mgmt For For

1g Elect Director Maria Martinez Mgmt For For

Page 187 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

McKesson Corporation

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1h Elect Director Edward A. Mueller Mgmt For For

1i Elect Director Susan R. Salka Mgmt For Against

1j Elect Director Brian S. Tyler Mgmt For For

1k Elect Director Kenneth E. Washington Mgmt For For

2 Ratify Deloitte & Touche LLP as Auditors Mgmt For Against

4 Provide Right to Act by Written Consent SH Against Against

Voter Rationale: Qualified investors should have the opportunity to put resolutions to all shareholders, either in a company meeting or by expressing their intentions through the mail. A total holding requirement of 5% is a suitable threshold to avoid abuse.

5 Report on Lobbying Payments and Policy SH Against For

6 Report on the Statement on the Purpose of a SH Against Against Corporation

MEDNAX, Inc.

Meeting Date: 09/09/2020 Country: USA Meeting Type: Annual Ticker: MD

Primary ISIN: US58502B1061 Primary SEDOL: 2677640

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Karey D. Barker Mgmt For For

Page 188 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

MEDNAX, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.2 Elect Director Waldemar A. Carlo Mgmt For Withhold

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.Moreover, directors with long board tenures should not serve on committees that require absolute independence.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Executive pay is not in line with company performance because the company has not adequately responded to last year's low say-on-pay vote results. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time.

1.3 Elect Director Paul G. Gabos Mgmt For For

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.Moreover, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review.

1.4 Elect Director Manuel Kadre Mgmt For Withhold

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.Moreover, directors with long board tenures should not serve on committees that require absolute independence.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, this director is not sufficiently independent to serve as the independent lead director. Executive pay is not in line with company performance because the company has not adequately responded to last year's low say-on-pay vote results. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time.

1.5 Elect Director Thomas A. McEachin Mgmt For For

1.6 Elect Director Roger J. Medel Mgmt For For

1.7 Elect Director Mark S. Ordan Mgmt For For

1.8 Elect Director Michael A. Rucker Mgmt For For

1.9 Elect Director Guy P. Sansone Mgmt For For

1.10 Elect Director John M. Starcher, Jr. Mgmt For For

1.11 Elect Director Shirley A. Weis Mgmt For For

2 Change Company Name to Pediatrix Medical Mgmt For For Group, Inc.

3 Amend Articles of Incorporation to Change Mgmt For For Company Name of MEDNAX Services, Inc., a Subsidiary of the Company, to PMG Services, Inc.

Page 189 of 327

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MEDNAX, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

4 Ratify PricewaterhouseCoopers LLP as Auditors Mgmt For Against

5 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. The committee did not demonstrate sufficient responsiveness to the shareholder concerns that lead to the failed say-on-pay vote in 2019. Disclosure of shareholder engagement meeting details was vague, and it is not clear that changes were made to the compensation plan in response to shareholders' concerns. In addition, the company reduced the annual incentive targets below the prior year targets and result without sufficient rationale, and performance shares continue to rely on a one-year performance period that has yielded a target payout for the third consecutive year amidst continued negative share returns.

Mercari, Inc.

Meeting Date: 09/25/2020 Country: Japan Meeting Type: Annual Ticker: 4385

Primary ISIN: JP3921290007 Primary SEDOL: BG0GM14

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Amend Articles to Clarify Director Authority on Mgmt For For Shareholder Meetings - Clarify Director Authority on Board Meetings

2.1 Elect Director Yamada, Shintaro Mgmt For For

2.2 Elect Director Koizumi, Fumiaki Mgmt For For

2.3 Elect Director Takayama, Ken Mgmt For For

2.4 Elect Director Namatame, Masashi Mgmt For For

2.5 Elect Director Shinoda, Makiko Mgmt For For

3 Approve Deep Discount Stock Option Plan Mgmt For For

Mercury NZ Limited

Meeting Date: 09/24/2020 Country: New Zealand Meeting Type: Annual Ticker: MCY

Primary ISIN: NZMRPE0001S2 Primary SEDOL: B8W6K56

Page 190 of 327

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Mercury NZ Limited

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Elect Hannah Hamling as Director Mgmt For For

2 Elect Andy Lark as Director Mgmt For For

3 Elect Scott St John as Director Mgmt For For

4 Elect Patrick Strange as Director Mgmt For For

Mesa Laboratories, Inc.

Meeting Date: 08/28/2020 Country: USA Meeting Type: Annual Ticker: MLAB

Primary ISIN: US59064R1095 Primary SEDOL: 2553814

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Jennifer S. Alltoft Mgmt For For

1.2 Elect Director Evan C. Guillemin Mgmt For For

1.3 Elect Director Shannon M. Hall Mgmt For For

1.4 Elect Director David M. Kelly Mgmt For For

1.5 Elect Director Gary M. Owens Mgmt For For

Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

1.6 Elect Director David B. Perez Mgmt For For

1.7 Elect Director John B. Schmieder Mgmt For For

1.8 Elect Director John J. Sullivan Mgmt For For

Page 191 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

Mesa Laboratories, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.In addition, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.Furthermore, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.Also, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

3 Ratify Plante & Moran, PLLC as Auditors Mgmt For Against

Methode Electronics, Inc.

Meeting Date: 09/16/2020 Country: USA Meeting Type: Annual Ticker: MEI

Primary ISIN: US5915202007 Primary SEDOL: 2583297

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Walter J. Aspatore Mgmt For For

1b Elect Director David P. Blom Mgmt For For

1c Elect Director Therese M. Bobek Mgmt For For

1d Elect Director Brian J. Cadwallader Mgmt For For

1e Elect Director Bruce K. Crowther Mgmt For For

1f Elect Director Darren M. Dawson Mgmt For For

1g Elect Director Donald W. Duda Mgmt For For

1h Elect Director Mary A. Lindsey Mgmt For For

1i Elect Director Angelo V. Pantaleo Mgmt For For

1j Elect Director Mark D. Schwabero Mgmt For For

Page 192 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

Methode Electronics, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1k Elect Director Lawrence B. Skatoff Mgmt For For

2 Ratify Ernst & Young LLP as Auditors Mgmt For Against

Microchip Technology Incorporated

Meeting Date: 08/18/2020 Country: USA Meeting Type: Annual Ticker: MCHP

Primary ISIN: US5950171042 Primary SEDOL: 2592174

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Steve Sanghi Mgmt For For

1.2 Elect Director Matthew W. Chapman Mgmt For Against

1.3 Elect Director L.B. Day Mgmt For Against

Page 193 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

Microchip Technology Incorporated

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.4 Elect Director Esther L. Johnson Mgmt For Against

1.5 Elect Director Wade F. Meyercord Mgmt For Against

2 Ratify Ernst & Young LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.Moreover, incentive awards to executives should include robust performance targets that reward strong performance and drive shareholder value over a sufficiently long period of time defined as at least three years.Furthermore, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

Mimasu Semiconductor Industry Co., Ltd.

Meeting Date: 08/27/2020 Country: Japan Meeting Type: Annual Ticker: 8155

Primary ISIN: JP3907200004 Primary SEDOL: 6594604

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 16

Modine Manufacturing Company

Meeting Date: 07/23/2020 Country: USA Meeting Type: Annual Ticker: MOD

Primary ISIN: US6078281002 Primary SEDOL: 2598354

Page 194 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

Modine Manufacturing Company

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Eric D. Ashleman Mgmt For For

1b Elect Director Larry O. Moore Mgmt For For

1c Elect Director Marsha C. Williams Mgmt For Against

Voter Rationale: This director is not sufficiently independent to serve as the independent lead director.Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

2 Approve Omnibus Stock Plan Mgmt For For

Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.In addition, severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.Moreover, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.

4 Ratify PricewaterhouseCoopers LLP as Auditors Mgmt For Against

MongoDB, Inc.

Meeting Date: 07/10/2020 Country: USA Meeting Type: Annual Ticker: MDB

Primary ISIN: US60937P1066 Primary SEDOL: BF2FJ99

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Archana Agrawal Mgmt For For

1.2 Elect Director Hope Cochran Mgmt For Withhold

Voter Rationale: The board failed to remove, or subject to a sunset requirement, the classified board structure which adversely impact shareholder rights.

1.3 Elect Director Dwight Merriman Mgmt For For

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MongoDB, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

3 Ratify PricewaterhouseCoopers LLP as Auditors Mgmt For For

Monro, Inc.

Meeting Date: 08/18/2020 Country: USA Meeting Type: Annual Ticker: MNRO

Primary ISIN: US6102361010 Primary SEDOL: 2600088

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director John L. Auerbach Mgmt For For

1.2 Elect Director Donald Glickman Mgmt For Withhold

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. While we appreciate the appointment of a new director to the board, the nominating committee should take further action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.

1.3 Elect Director Lindsay N. Hyde Mgmt For For

1.4 Elect Director Leah C. Johnson Mgmt For For

Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders

3 Ratify PricewaterhouseCoopers LLP as Auditors Mgmt For Against

Motorcar Parts of America, Inc.

Meeting Date: 09/02/2020 Country: USA Meeting Type: Annual Ticker: MPAA

Primary ISIN: US6200711009 Primary SEDOL: 2861993

Page 196 of 327

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Motorcar Parts of America, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Selwyn Joffe Mgmt For For

1b Elect Director Scott J. Adelson Mgmt For Against

1c Elect Director David Bryan Mgmt For For

1d Elect Director Rudolph J. Borneo Mgmt For Against

1e Elect Director Joseph Ferguson Mgmt For For

1f Elect Director Philip Gay Mgmt For Against

1g Elect Director Duane Miller Mgmt For For

1h Elect Director Jeffrey Mirvis Mgmt For For

1i Elect Director Barbara L. Whittaker Mgmt For For

2 Ratify Ernst & Young LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.Also, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

4 Amend Omnibus Stock Plan Mgmt For Against

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MTU Aero Engines AG

Meeting Date: 08/05/2020 Country: Germany Meeting Type: Annual Ticker: MTX

Primary ISIN: DE000A0D9PT0 Primary SEDOL: B09DHL9

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Receive Financial Statements and Statutory Mgmt Reports for Fiscal 2019 (Non-Voting)

2 Approve Allocation of Income and Dividends of Mgmt For For EUR 0.04 per Share

3 Approve Discharge of Management Board for Mgmt For For Fiscal 2019

5 Ratify Ernst & Young GmbH as Auditors for Mgmt For For Fiscal 2020

6 Amend Articles Re: Online Participation Mgmt For For

MultiChoice Group Ltd.

Meeting Date: 08/27/2020 Country: South Africa Meeting Type: Annual Ticker: MCG

Primary ISIN: ZAE000265971 Primary SEDOL: BHZSKR4

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

Ordinary Resolutions Mgmt

1 Accept Financial Statements and Statutory Mgmt For For Reports for the Year Ended 31 March 2020

2.1 Re-elect Nolo Letele as Director Mgmt For For

2.2 Re-elect Jabu Mabuza as Director Mgmt For For

Voter Rationale: We voted for this director, but encourage the company to amend its memorandum of incorporation to call for re-election of all directors, including executive directors, on a regular basis.

2.3 Re-elect Kgomotso Moroka as Director Mgmt For For

Page 198 of 327

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MultiChoice Group Ltd.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

3 Reappoint PricewaterhouseCoopers Inc as Mgmt For Against Auditors with Brett Humphreys as Designated Individual Registered Auditor Voter Rationale: Companies that have had the same auditor for a long period of time should consider a plan or tender process for bringing in a new auditing firm, ideally every 10 years.

4.1 Re-elect Louisa Stephens as Chair of the Audit Mgmt For For Committee

4.2 Re-elect Christine Sabwa as Member of the Mgmt For For Audit Committee

4.3 Elect Elias Masilela as Member of the Audit Mgmt For Against Committee Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

5 Authorise Board to Issue Shares for Cash Mgmt For For

6 Approve Amendments to the Trust Deed of the Mgmt For For Restricted Share Plan Trust and the Share Scheme Envisaged by Such Trust Deed

Non-binding Advisory Resolutions Mgmt

1 Approve Remuneration Policy Mgmt For Against

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over time.

2 Approve Implementation of the Remuneration Mgmt For Against Policy Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over time.Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

Special Resolutions Mgmt

1.1 Approve Remuneration of Non-executive Mgmt For For Director

1.2 Approve Remuneration of Lead Independent Mgmt For For Non-executive Director

1.3 Approve Remuneration of Audit Committee Mgmt For For Chair

1.4 Approve Remuneration of Audit Committee Mgmt For For Member

1.5 Approve Remuneration of Risk Committee Chair Mgmt For For

1.6 Approve Remuneration of Risk Committee Mgmt For For Member

1.7 Approve Remuneration of Remuneration Mgmt For For Committee Chair

1.8 Approve Remuneration of Remuneration Mgmt For For Committee Member

Page 199 of 327

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MultiChoice Group Ltd.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.9 Approve Remuneration of Nomination Mgmt For For Committee Chair

1.10 Approve Remuneration of Nomination Mgmt For For Committee Member

1.11 Approve Remuneration of Social and Ethics Mgmt For For Committee Chair

1.12 Approve Remuneration of Social and Ethics Mgmt For For Committee Member

2 Authorise Repurchase of Issued Share Capital Mgmt For For

3 Approve Financial Assistance in Terms of Mgmt For For Section 44 of the Companies Act

4 Approve Financial Assistance in Terms of Mgmt For For Section 45 of the Companies Act

Continuation of Ordinary Resolutions Mgmt

7 Authorise Ratification of Approved Resolutions Mgmt For For

Nabriva Therapeutics plc

Meeting Date: 07/29/2020 Country: Ireland Meeting Type: Annual Ticker: NBRV

Primary ISIN: IE00BYQMW233 Primary SEDOL: BYQMW23

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Daniel Burgess Mgmt For For

1.2 Elect Director Theodore Schroeder Mgmt For For

1.3 Elect Director Colin Broom Mgmt For For

1.4 Elect Director Carrie Bourdow Mgmt For Against

1.5 Elect Director Charles A. Rowland, Jr. Mgmt For For

1.6 Elect Director George H. Talbot Mgmt For For

1.7 Elect Director Stephen Webster Mgmt For For

Page 200 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

Nabriva Therapeutics plc

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

2 Approve KPMG LLP as Auditors and Authorize Mgmt For For Board to Fix Their Remuneration

3 Approve Omnibus Stock Plan Mgmt For For

4 Approve Reverse Stock Split Mgmt For For

Naspers Ltd.

Meeting Date: 08/21/2020 Country: South Africa Meeting Type: Annual Ticker: NPN

Primary ISIN: ZAE000015889 Primary SEDOL: 6622691

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

Ordinary Resolutions Mgmt

1 Accept Financial Statements and Statutory Mgmt For For Reports for the Year Ended 31 March 2020

2 Approve Dividends for N Ordinary and A Mgmt For For Ordinary Shares

3 Reappoint PricewaterhouseCoopers Inc as Mgmt For For Auditors of the Company with V Myburgh as the Individual Registered Auditor

4.1 Elect Manisha Girotra as Director Mgmt For For

Voter Rationale: Executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. Also, we encourage the company to amend its memorandum of incorporation to call for re-election of all directors, including executive directors, on a regular basis

4.2 Elect Ying Xu as Director Mgmt For For

5.1 Re-elect Don Eriksson as Director Mgmt For For

5.2 Re-elect Mark Sorour as Director Mgmt For For

5.3 Re-elect Emilie Choi as Director Mgmt For For

5.4 Re-elect Rachel Jafta as Director Mgmt For For

6.1 Re-elect Don Eriksson as Member of the Audit Mgmt For For Committee

6.2 Re-elect Rachel Jafta as Member of the Audit Mgmt For For Committee

Page 201 of 327

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Naspers Ltd.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

6.3 Elect Manisha Girotra as Member of the Audit Mgmt For For Committee

6.4 Elect Steve Pacak as Member of the Audit Mgmt For Against Committee Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

7 Approve Remuneration Policy Mgmt For For

8 Approve Implementation of the Remuneration Mgmt For For Policy

9 Approve Amendments to the Trust Deed Mgmt For For constituting the Naspers Restricted Stock Plan Trust and the Share Scheme envisaged by such Trust Deed

10 Approve Amendments to the Trust Deed Mgmt For For constituting the MIH Services FZ LLC Share Trust and the Share Scheme envisaged by such Trust Deed

11 Approve Amendments to the Trust Deed Mgmt For For constituting the MIH Holdings Share Trust and the Share Scheme envisaged by such Trust Deed

12 Approve Amendments to the Trust Deed Mgmt For For constituting the Naspers Share Incentive Trust and the Share Scheme envisaged by such Trust Deed

13 Place Authorised but Unissued Shares under Mgmt For Against Control of Directors Voter Rationale: The proposed authority could result in significant levels of dilution and give the board the ability to make major decisions that ought to be presented for specific shareholder approval. The company should go back to shareholders with a specific and fully justified request to issue new shares.

14 Authorise Board to Issue Shares for Cash Mgmt For Against

Voter Rationale: The proposal is not in the interests of minority shareholders.

15 Authorise Ratification of Approved Resolutions Mgmt For For

Special Resolutions Mgmt

1.1 Approve Fees of the Board Chairman Mgmt For For

1.2 Approve Fees of the Board Member Mgmt For For

1.3 Approve Fees of the Audit Committee Chairman Mgmt For For

1.4 Approve Fees of the Audit Committee Member Mgmt For For

1.5 Approve Fees of the Risk Committee Chairman Mgmt For For

1.6 Approve Fees of the Risk Committee Member Mgmt For For

Page 202 of 327

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Naspers Ltd.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.7 Approve Fees of the Human Resources and Mgmt For For Remuneration Committee Chairman

1.8 Approve Fees of the Human Resources and Mgmt For For Remuneration Committee Member

1.9 Approve Fees of the Nomination Committee Mgmt For For Chairman

1.10 Approve Fees of the Nomination Committee Mgmt For For Member

1.11 Approve Fees of the Social, Ethics and Mgmt For For Sustainability Committee Chairman

1.12 Approve Fees of the Social, Ethics and Mgmt For For Sustainability Committee Member

1.13 Approve Fees of the Trustees of Group Share Mgmt For For Schemes/Other Personnel Funds

2 Approve Financial Assistance in Terms of Mgmt For For Section 44 of the Companies Act

3 Approve Financial Assistance in Terms of Mgmt For For Section 45 of the Companies Act

4 Authorise Repurchase of N Ordinary Shares Mgmt For Against

Voter Rationale: Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.

5 Authorise Specific Repurchase of N Ordinary Mgmt For Against Shares from Holders of N Ordinary Shares Voter Rationale: Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.

6 Authorise Repurchase of A Ordinary Shares Mgmt For Against

Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

Nathan's Famous, Inc.

Meeting Date: 09/15/2020 Country: USA Meeting Type: Annual Ticker: NATH

Primary ISIN: US6323471002 Primary SEDOL: 2622747

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Robert J. Eide Mgmt For Withhold

Page 203 of 327

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Nathan's Famous, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Furthermore, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.Moreover, directors with long board tenures should not serve on committees that require absolute independence.In addition, directors who represent major shareholders are not sufficiently independent to serve on key committees as their interests may not be well aligned with the wider group of shareholders.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

1.2 Elect Director Eric Gatoff Mgmt For For

1.3 Elect Director Brian S. Genson Mgmt For Withhold

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Furthermore, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.Moreover, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

1.4 Elect Director Barry Leistner Mgmt For Withhold

1.5 Elect Director Andrew M. Levine Mgmt For For

1.6 Elect Director Howard M. Lorber Mgmt For For

1.7 Elect Director Wayne Norbitz Mgmt For Withhold

1.8 Elect Director A. F. Petrocelli Mgmt For Withhold

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Furthermore, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.Moreover, directors with long board tenures should not serve on committees that require absolute independence.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.In addition, this director is not sufficiently independent to serve as the independent lead director.Also, the Company should put in place a policy that aims to increase gender diversity on the board. Our expectation is that there be at least one female director on the board for a company of this size.Lastly, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.

Page 204 of 327

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Nathan's Famous, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.9 Elect Director Charles Raich Mgmt For Withhold

2 Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Furthermore, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

3 Ratify Marcum LLP as Auditors Mgmt For For

4 Require a Majority Vote for the Election of SH Abstain For Directors Voter Rationale: Directors should receive majority support from shareholders in order to be elected. Plurality voting allows directors with only minority support to be appointed to the board. The board should take decisive action and introduce a binding majority voting standard.

National General Holdings Corp.

Meeting Date: 09/30/2020 Country: USA Meeting Type: Special Ticker: NGHC

Primary ISIN: US6362203035 Primary SEDOL: BJ35QL7

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Merger Agreement Mgmt For For

2 Advisory Vote on Golden Parachutes Mgmt For Against

Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.Also, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.

3 Adjourn Meeting Mgmt For For

National Grid Plc

Meeting Date: 07/27/2020 Country: United Kingdom Meeting Type: Annual Ticker: NG

Primary ISIN: GB00BDR05C01 Primary SEDOL: BDR05C0

Page 205 of 327

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National Grid Plc

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Accept Financial Statements and Statutory Mgmt For For Reports

2 Approve Final Dividend Mgmt For For

3 Re-elect Sir Peter Gershon as Director Mgmt For For

4 Re-elect John Pettigrew as Director Mgmt For For

5 Re-elect Andy Agg as Director Mgmt For For

6 Re-elect Nicola Shaw as Director Mgmt For For

7 Re-elect Mark Williamson as Director Mgmt For For

8 Re-elect Jonathan Dawson as Director Mgmt For For

9 Re-elect Therese Esperdy as Director Mgmt For For

10 Re-elect Paul Golby as Director Mgmt For For

11 Elect Liz Hewitt as Director Mgmt For For

12 Re-elect Amanda Mesler as Director Mgmt For For

13 Re-elect Earl Shipp as Director Mgmt For For

14 Re-elect Jonathan Silver as Director Mgmt For For

15 Reappoint Deloitte LLP as Auditors Mgmt For For

16 Authorise the Audit Committee to Fix Mgmt For For Remuneration of Auditors

17 Approve Remuneration Report Mgmt For For

18 Authorise EU Political Donations and Mgmt For For Expenditure

19 Authorise Issue of Equity Mgmt For For

20 Reapprove Share Incentive Plan Mgmt For For

21 Reapprove Sharesave Plan Mgmt For For

22 Approve Increase in Borrowing Limit Mgmt For For

23 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights

24 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights in Connection with an Acquisition or Other Capital Investment

25 Authorise Market Purchase of Ordinary Shares Mgmt For For

26 Authorise the Company to Call General Meeting Mgmt For For with Two Weeks' Notice

Page 206 of 327

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Natura &Co Holding SA

Meeting Date: 08/27/2020 Country: Brazil Meeting Type: Special Ticker: NTCO3

Primary ISIN: BRNTCOACNOR5 Primary SEDOL: BJRFY31

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

Meeting for ADR Holders Mgmt

1 Amend Article 5 to Reflect Changes in Capital Mgmt For For

2 Approve Increase in Authorized Capital and Mgmt For For Amend Article 6 Accordingly

3 Amend Article 11 Mgmt For For

4 Consolidate Bylaws Mgmt For For

Natural Gas Services Group, Inc.

Meeting Date: 08/13/2020 Country: USA Meeting Type: Annual Ticker: NGS

Primary ISIN: US63886Q1094 Primary SEDOL: 2986153

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Leslie Shockley Beyer Mgmt For For

1b Elect Director Stephen C. Taylor Mgmt For For

Page 207 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

Natural Gas Services Group, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance less than p/greater than Triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time.Furthermore, the board should act with accountability to the investors it represents and take action where a substantial proportion have expressed concerns over compensation practices in previous years.Moreover, the remuneration committee should not allow vesting of incentive awards for below median performance as this is considered to be rewarding under performance of peers.In addition, severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.Lastly, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

3 Ratify Moss Adams LLP as Auditors Mgmt For For

NetApp, Inc.

Meeting Date: 09/10/2020 Country: USA Meeting Type: Annual Ticker: NTAP

Primary ISIN: US64110D1046 Primary SEDOL: 2630643

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director T. Michael Nevens Mgmt For For

1b Elect Director Deepak Ahuja Mgmt For For

1c Elect Director Gerald Held Mgmt For For

1d Elect Director Kathryn M. Hill Mgmt For For

1e Elect Director Deborah L. Kerr Mgmt For For

1f Elect Director George Kurian Mgmt For For

1g Elect Director Scott F. Schenkel Mgmt For For

1h Elect Director George T. Shaheen Mgmt For Against

Page 208 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

NetApp, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

3 Ratify Deloitte & Touche LLP as Auditors Mgmt For Against

4 Provide Right to Act by Written Consent SH Against Against

NetScout Systems, Inc.

Meeting Date: 09/10/2020 Country: USA Meeting Type: Annual Ticker: NTCT

Primary ISIN: US64115T1043 Primary SEDOL: 2447285

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Joseph G. Hadzima, Jr. Mgmt For Withhold

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.In addition, the board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote.Moreover, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

1.2 Elect Director Christopher Perretta Mgmt For For

1.3 Elect Director Susan L. Spradley Mgmt For For

2 Amend Omnibus Stock Plan Mgmt For Against

Voter Rationale: This plan could lead to excessive dilution.Moreover, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.Incentive awards to executives should include robust performance targets that reward strong performance and drive shareholder value over a sufficiently long period of time defined as at least three years.

3 Ratify PricewaterhouseCoopers LLP as Auditors Mgmt For Against

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NetScout Systems, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

4 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.In addition, severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.Moreover, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.

New Relic, Inc.

Meeting Date: 08/19/2020 Country: USA Meeting Type: Annual Ticker: NEWR

Primary ISIN: US64829B1008 Primary SEDOL: BT6T3N7

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Lewis Cirne Mgmt For For

1.2 Elect Director Michael Christenson Mgmt For For

3 Ratify Deloitte & Touche LLP as Auditors Mgmt For For

Newmark Group, Inc.

Meeting Date: 09/22/2020 Country: USA Meeting Type: Annual Ticker: NMRK

Primary ISIN: US65158N1028 Primary SEDOL: BF1Q6P8

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Howard W. Lutnick Mgmt For For

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Newmark Group, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.In addition, executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.Also, we oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholdersLastly, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.

1.2 Elect Director Michael Snow Mgmt For Withhold

Voter Rationale: The board has failed to remove or subject to a sunset provision the dual class capital structure that adversely impacts shareholder rights.

1.3 Elect Director Virginia S. Bauer Mgmt For Withhold

Voter Rationale: The board has failed to remove or subject to a sunset provision the dual class capital structure that adversely impacts shareholder rights.

1.4 Elect Director Peter F. Cervinka Mgmt For Withhold

Voter Rationale: The board has failed to remove or subject to a sunset provision the dual class capital structure that adversely impacts shareholder rights.

1.5 Elect Director Kenneth A. McIntyre Mgmt For For

2 Ratify Ernst & Young LLP as Auditors Mgmt For For

3 Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.In addition, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders.Moreover, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

4 Advisory Vote on Say on Pay Frequency Mgmt One Year One Year

NextGen Healthcare, Inc.

Meeting Date: 08/18/2020 Country: USA Meeting Type: Annual Ticker: NXGN

Primary ISIN: US65343C1027 Primary SEDOL: BF5L3D6

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director John R. "Rusty" Frantz Mgmt For For

1.2 Elect Director Craig A. Barbarosh Mgmt For For

1.3 Elect Director George H. Bristol Mgmt For For

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NextGen Healthcare, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.4 Elect Director Julie D. Klapstein Mgmt For For

1.5 Elect Director James C. Malone Mgmt For For

1.6 Elect Director Jeffrey H. Margolis Mgmt For For

1.7 Elect Director Morris Panner Mgmt For For

1.8 Elect Director Sheldon Razin Mgmt For For

1.9 Elect Director Lance E. Rosenzweig Mgmt For For

3 Ratify PricewaterhouseCoopers LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

Nicholas Financial, Inc.

Meeting Date: 08/27/2020 Country: Canada Meeting Type: Annual Ticker: NICK

Primary ISIN: CA65373J2092 Primary SEDOL: 2415992

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Douglas W. Marohn Mgmt For For

Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders

1.2 Elect Director Jeremy Q. Zhu Mgmt For Withhold

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Furthermore, directors who represent major shareholders are not sufficiently independent to serve on key committees as their interests may not be well aligned with the wider group of shareholders.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.Moreover, the Company should put in place a policy that aims to increase gender diversity on the board. Our expectation is that there be at least one female director on the board for a company of this size.Also, the audit committee is responsible for the integrity of the annual report and accounts. Substantial restatements or other serious problems are indicative of inadequate oversight and controls by the audit committee.In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

2 Ratify RSM US LLP as Auditors Mgmt For For

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Nicholas Financial, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.Furthermore, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

NIKE, Inc.

Meeting Date: 09/17/2020 Country: USA Meeting Type: Annual Ticker: NKE

Primary ISIN: US6541061031 Primary SEDOL: 2640147

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Alan B. Graf, Jr. Mgmt For Withhold

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review.However, we will oppose this nominee because executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

1b Elect Director Peter B. Henry Mgmt For For

1c Elect Director Michelle A. Peluso Mgmt For For

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Moreover, the remuneration committee should not allow vesting of incentive awards for below median performance as this is considered to be rewarding under performance of peers. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. We have concerns that the compensation committee awarded large discretionary bonuses to executives when payouts were not earned under the 2020 annual incentive program and 2018-2020 long-term incentive program, without sufficient explanation. While CEO Donahoe joined the company during the second half of fiscal 2020 he received a discretionary bonus of $6.75 million, in part due to receiving a target payout opportunity of $5 million for the 2018-2020 LTIP performance period.

3 Ratify PricewaterhouseCoopers LLP as Auditors Mgmt For Against

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NIKE, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

4 Amend Omnibus Stock Plan Mgmt For Against

5 Report on Political Contributions Disclosure SH Against For

Nippon Koei Co., Ltd.

Meeting Date: 09/29/2020 Country: Japan Meeting Type: Annual Ticker: 1954

Primary ISIN: JP3703200000 Primary SEDOL: 6642343

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Takano, Noboru Mgmt For For

1.2 Elect Director Mizukoshi, Akira Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.3 Elect Director Arimoto, Ryuichi Mgmt For For

1.4 Elect Director Akiyoshi, Hiroyuki Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.5 Elect Director Tsuyusaki, Takayasu Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.6 Elect Director Kanai, Haruhiko Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.7 Elect Director Shinya, Hiroaki Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.8 Elect Director Hirusaki, Yasushi Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

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Nippon Koei Co., Ltd.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.9 Elect Director Ichikawa, Hiizu Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.10 Elect Director Kusaka, Kazumasa Mgmt For For

1.11 Elect Director Ishida, Yoko Mgmt For For

2 Appoint Alternate Statutory Auditor Yamagishi, Mgmt For For Kazuhiko

3 Approve Compensation Ceiling for Directors Mgmt For For

Nippon Prologis REIT, Inc.

Meeting Date: 08/27/2020 Country: Japan Meeting Type: Special Ticker: 3283

Primary ISIN: JP3047550003 Primary SEDOL: B98BC67

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Elect Executive Director Sakashita, Masahiro Mgmt For For

2 Elect Alternate Executive Director Toda, Atsushi Mgmt For For

3.1 Elect Supervisory Director Hamaoka, Yoichiro Mgmt For For

3.2 Elect Supervisory Director Tazaki, Mami Mgmt For For

3.3 Elect Supervisory Director Oku, Kuninori Mgmt For For

Nippon Sheet Glass Co., Ltd.

Meeting Date: 07/16/2020 Country: Japan Meeting Type: Annual Ticker: 5202

Primary ISIN: JP3686800008 Primary SEDOL: 6641447

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Mori, Shigeki Mgmt For Against

Voter Rationale: The board lacks sufficient diversity to meet our expectations.

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Nippon Sheet Glass Co., Ltd.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.2 Elect Director Clemens Miller Mgmt For For

1.3 Elect Director Moroka, Kenichi Mgmt For For

1.4 Elect Director Yamazaki, Toshikuni Mgmt For For

1.5 Elect Director Kimoto, Yasuyuki Mgmt For For

1.6 Elect Director Jorg Raupach Sumiya Mgmt For For

1.7 Elect Director Ishino, Hiroshi Mgmt For For

1.8 Elect Director Minakawa, Kunihito Mgmt For For

1.9 Elect Director Kuroi, Yoshihiro Mgmt For For

Northern Oil and Gas, Inc.

Meeting Date: 08/17/2020 Country: USA Meeting Type: Special Ticker: NOG

Primary ISIN: US6655311099 Primary SEDOL: B0WRP81

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Reverse Stock Split Mgmt For For

2 Reduce Authorized Common Stock Mgmt For For

NortonLifeLock Inc.

Meeting Date: 09/08/2020 Country: USA Meeting Type: Annual Ticker: NLOK

Primary ISIN: US6687711084 Primary SEDOL: BJN4XN5

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Sue Barsamian Mgmt For For

1b Elect Director Eric K. Brandt Mgmt For For

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NortonLifeLock Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1c Elect Director Frank E. Dangeard Mgmt For For

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review.In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

1d Elect Director Nora M. Denzel Mgmt For For

1e Elect Director Peter A. Feld Mgmt For For

1f Elect Director Kenneth Y. Hao Mgmt For For

1g Elect Director David W. Humphrey Mgmt For For

1h Elect Director Vincent Pilette Mgmt For For

2 Ratify KPMG LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance as this is considered to be rewarding under performance of peers.In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.Moreover, incentive awards to executives should include robust performance targets that reward strong performance and drive shareholder value over a sufficiently long period of time defined as at least three years.Furthermore, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.

4 Report on Political Contributions and SH Against Abstain Expenditures Voter Rationale: The company provides reasonable disclosure of its political donations. However, it should enhance transparency around its public policy priorities, as well as its key relationships with trade associations that engage on lobbying on its behalf.

NOVATEK JSC

Meeting Date: 09/30/2020 Country: Russia Meeting Type: Special Ticker: NVTK

Primary ISIN: RU000A0DKVS5 Primary SEDOL: B59HPK1

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

Meeting for GDR Holders Mgmt

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NOVATEK JSC

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Interim Dividends of RUB 11.82 per Mgmt For For Share for First Six Months of Fiscal 2020

NTN Corp.

Meeting Date: 07/30/2020 Country: Japan Meeting Type: Annual Ticker: 6472

Primary ISIN: JP3165600002 Primary SEDOL: 6651189

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Okubo, Hiroshi Mgmt For For

1.2 Elect Director Miyazawa, Hideaki Mgmt For For

1.3 Elect Director Ukai, Eiichi Mgmt For For

1.4 Elect Director Shiratori, Toshinori Mgmt For For

1.5 Elect Director Egami, Masaki Mgmt For For

1.6 Elect Director Ohashi, Keiji Mgmt For For

1.7 Elect Director Tsuda, Noboru Mgmt For For

1.8 Elect Director Kawahara, Koji Mgmt For For

1.9 Elect Director Kawakami, Ryo Mgmt For For

1.10 Elect Director Nishimura, Tomonori Mgmt For For

1.11 Elect Director Komatsu, Yuriya Mgmt For For

NuVasive, Inc.

Meeting Date: 09/10/2020 Country: USA Meeting Type: Special Ticker: NUVA

Primary ISIN: US6707041058 Primary SEDOL: B00GJC2

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Increase Authorized Common Stock Mgmt For For

2 Adjourn Meeting Mgmt For For

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NV5 Global, Inc.

Meeting Date: 08/22/2020 Country: USA Meeting Type: Annual Ticker: NVEE

Primary ISIN: US62945V1098 Primary SEDOL: BF5ZVB2

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Dickerson Wright Mgmt For For

1.2 Elect Director Alexander A. Hockman Mgmt For For

1.3 Elect Director MaryJo E. O'Brien Mgmt For For

1.4 Elect Director William D. Pruitt Mgmt For For

1.5 Elect Director Gerald J. Salontai Mgmt For For

1.6 Elect Director Francois Tardan Mgmt For For

1.7 Elect Director Laurie Conner Mgmt For For

2 Ratify Deloitte & Touche LLP as Auditors Mgmt For For

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.In addition, severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Furthermore, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

NVE Corporation

Meeting Date: 08/06/2020 Country: USA Meeting Type: Annual Ticker: NVEC

Primary ISIN: US6294452064 Primary SEDOL: 2072126

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Terrence W. Glarner Mgmt For Withhold

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NVE Corporation

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.2 Elect Director Daniel A. Baker Mgmt For For

1.3 Elect Director Patricia M. Hollister Mgmt For Withhold

1.4 Elect Director Richard W. Kramp Mgmt For For

1.5 Elect Director Gary R. Maharaj Mgmt For For

3 Ratify Boulay PLLP as Auditors Mgmt For For

Old Second Bancorp, Inc.

Meeting Date: 08/18/2020 Country: USA Meeting Type: Annual Ticker: OSBC

Primary ISIN: US6802771005 Primary SEDOL: 2658429

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director William Kane Mgmt For Against

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Furthermore, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.Moreover, directors with long board tenures should not serve on committees that require absolute independence.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.Lastly, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

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Old Second Bancorp, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1b Elect Director John Ladowicz Mgmt For Against

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Furthermore, executives from acquired companies are not sufficiently independent to serve on key board committees and should be considered affiliated directors.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.Lastly, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

1c Elect Director Patti Temple Rocks Mgmt For For

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.Furthermore, severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.Moreover, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

3 Ratify Plante & Moran, PLLC as Auditors Mgmt For For

Olympus Corp.

Meeting Date: 07/30/2020 Country: Japan Meeting Type: Annual Ticker: 7733

Primary ISIN: JP3201200007 Primary SEDOL: 6658801

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 10

3.1 Elect Director Takeuchi, Yasuo Mgmt For Against

Voter Rationale: The board lacks sufficient diversity to meet our expectations.

3.2 Elect Director Fujita, Sumitaka Mgmt For For

3.3 Elect Director Kaminaga, Susumu Mgmt For For

3.4 Elect Director Kikawa, Michijiro Mgmt For For

3.5 Elect Director Iwamura, Tetsuo Mgmt For For

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Olympus Corp.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

3.6 Elect Director Masuda, Yasumasa Mgmt For For

3.7 Elect Director Natori, Katsuya Mgmt For For

3.8 Elect Director Iwasaki, Atsushi Mgmt For For

3.9 Elect Director David Robert Hale Mgmt For For

3.10 Elect Director Jimmy C. Beasley Mgmt For For

3.11 Elect Director Stefan Kaufmann Mgmt For For

3.12 Elect Director Koga, Nobuyuki Mgmt For For

Oracle Corp Japan

Meeting Date: 08/21/2020 Country: Japan Meeting Type: Annual Ticker: 4716

Primary ISIN: JP3689500001 Primary SEDOL: 6141680

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Amend Articles to Clarify Director Authority on Mgmt For For Shareholder Meetings

2.1 Elect Director Minato, Koji Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.2 Elect Director Krishna Sivaraman Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.3 Elect Director Garrett Ilg Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.4 Elect Director Edward Paterson Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.The audit committee should be majority independent - and companies should strive to make them fully independent.

2.5 Elect Director Kimberly Woolley Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.6 Elect Director Fujimori, Yoshiaki Mgmt For For

2.7 Elect Director John L. Hall Mgmt For Against

Voter Rationale: The board should one-third board independence to ensure appropriate balance of independence and objectivity.The audit committee should be majority independent - and companies should strive to make them fully independent.

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Oracle Corp Japan

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

2.8 Elect Director Natsuno, Takeshi Mgmt For For

PagSeguro Digital Ltd.

Meeting Date: 07/29/2020 Country: Cayman Islands Meeting Type: Annual Ticker: PAGS

Primary ISIN: KYG687071012 Primary SEDOL: BFWK4R7

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Accept Consolidated Financial Statements and Mgmt For For Statutory Reports

2.1 Elect Director Luis Frias Mgmt For For

Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.Also, we oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholdersIn addition, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.Moreover, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

2.2 Elect Director Maria Judith de Brito Mgmt For For

2.3 Elect Director Eduardo Alcaro Mgmt For For

2.4 Elect Director Noemia Mayumi Fukugauti Mgmt For Withhold Gushiken Voter Rationale: We voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.

2.5 Elect Director Cleveland Prates Teixeira Mgmt For Withhold

Voter Rationale: We voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.

2.6 Elect Director Marcia Nogueira de Mello Mgmt For Withhold

Voter Rationale: We voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.

2.7 Elect Director Ricardo Dutra da Silva Mgmt For For

3 Amend Restricted Stock Plan Mgmt For Against

Voter Rationale: Plan renewal should be subject to shareholder approval.Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Also, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

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PagSeguro Digital Ltd.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

4 Authorize Board to Ratify and Execute Approved Mgmt For For Resolutions

Pan Pacific International Holdings Corp.

Meeting Date: 09/29/2020 Country: Japan Meeting Type: Annual Ticker: 7532

Primary ISIN: JP3639650005 Primary SEDOL: 6269861

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 12

2.1 Elect Director Yoshida, Naoki Mgmt For Against

Voter Rationale: The board lacks sufficient diversity to meet our expectations.

2.2 Elect Director Shintani, Seiji Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.3 Elect Director Matsumoto, Kazuhiro Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.4 Elect Director Sekiguchi, Kenji Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.5 Elect Director Nishii, Takeshi Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.6 Elect Director Sakakibara, Ken Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.7 Elect Director Moriya, Hideki Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.8 Elect Director Maruyama, Tetsuji Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.9 Elect Director Ishii, Yuji Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

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Pan Pacific International Holdings Corp.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

2.10 Elect Director Kubo, Isao Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.11 Elect Director Yasuda, Takao Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

3.1 Elect Director and Audit Committee Member Mgmt For Against Ariga, Akio Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

3.2 Elect Director and Audit Committee Member Mgmt For For Inoue, Yukihiko

3.3 Elect Director and Audit Committee Member Mgmt For For Yoshimura, Yasunori

3.4 Elect Director and Audit Committee Member Mgmt For For Fukuda, Tomiaki

Park Aerospace Corp.

Meeting Date: 07/21/2020 Country: USA Meeting Type: Annual Ticker: PKE

Primary ISIN: US70014A1043 Primary SEDOL: BK9TGC1

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Dale E. Blanchfield Mgmt For Against

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.In addition, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.Moreover, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.Furthermore, this director is not sufficiently independent to serve as the independent lead director.

1b Elect Director Emily J. Groehl Mgmt For Against

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.

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Park Aerospace Corp.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1c Elect Director Brian E. Shore Mgmt For For

1d Elect Director Carl W. Smith Mgmt For Against

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.In addition, former employees or company founders are not sufficiently independent to serve on key board committees.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

1e Elect Director Steven T. Warshaw Mgmt For Against

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.In addition, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.Moreover, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Also, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.Lastly, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

3 Ratify CohnReznick LLP as Auditors Mgmt For For

Party City Holdco Inc.

Meeting Date: 07/02/2020 Country: USA Meeting Type: Annual Ticker: PRTY

Primary ISIN: US7021491052 Primary SEDOL: BWTVWC3

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Steven J. Collins Mgmt For Withhold

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Party City Holdco Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

Voter Rationale: Changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval

1.2 Elect Director James G. Conroy Mgmt For For

1.3 Elect Director William S. Creekmuir Mgmt For For

1.4 Elect Director John A. Frascotti Mgmt For For

1.5 Elect Director James M. Harrison Mgmt For For

1.6 Elect Director Lisa K. Klinger Mgmt For For

1.7 Elect Director Norman S. Matthews Mgmt For Withhold

Voter Rationale: Directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.Also, changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval

1.8 Elect Director Michelle Millstone-Shroff Mgmt For For

1.9 Elect Director Morry J. Weiss Mgmt For Withhold

Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.

1.10 Elect Director Bradley M. Weston Mgmt For For

2 Amend Omnibus Stock Plan Mgmt For For

Voter Rationale: This plan could lead to excessive dilution.

3 Approve Reverse Stock Split Mgmt For For

4 Ratify Ernst & Young LLP as Auditors Mgmt For Against

Pasona Group Inc.

Meeting Date: 08/20/2020 Country: Japan Meeting Type: Annual Ticker: 2168

Primary ISIN: JP3781490002 Primary SEDOL: B291KH4

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Amend Articles to Reflect Changes in Law Mgmt For For

2.1 Elect Director Nambu, Yasuyuki Mgmt For For

2.2 Elect Director Takenaka, Heizo Mgmt For For

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Pasona Group Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

2.3 Elect Director Fukasawa, Junko Mgmt For For

2.4 Elect Director Yamamoto, Kinuko Mgmt For For

2.5 Elect Director Wakamoto, Hirotaka Mgmt For For

Patterson Companies, Inc.

Meeting Date: 09/14/2020 Country: USA Meeting Type: Annual Ticker: PDCO

Primary ISIN: US7033951036 Primary SEDOL: 2672689

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director John D. Buck Mgmt For For

1b Elect Director Alex N. Blanco Mgmt For For

1c Elect Director Jody H. Feragen Mgmt For For

1d Elect Director Robert C. Frenzel Mgmt For For

1e Elect Director Francis J. Malecha Mgmt For For

1f Elect Director Ellen A. Rudnick Mgmt For Against

1g Elect Director Neil A. Schrimsher Mgmt For For

1h Elect Director Mark S. Walchirk Mgmt For For

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.Furthermore, severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.Moreover, incentive awards to executives should include robust performance targets that reward strong performance and drive shareholder value over a sufficiently long period of time defined as at least three years.

3 Ratify Ernst & Young LLP as Auditors Mgmt For Against

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PDL BioPharma, Inc.

Meeting Date: 08/19/2020 Country: USA Meeting Type: Annual Ticker: PDLI

Primary ISIN: US69329Y1047 Primary SEDOL: 2706704

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director David W. Gryska Mgmt For For

1b Elect Director Elizabeth G. O'Farrell Mgmt For For

2 Ratify PricewaterhouseCoopers LLP as Auditors Mgmt For For

3 Approve Plan of Liquidation Mgmt For For

4 Declassify the Board of Directors Mgmt For For

Voter Rationale: The decision to declassify the board is laudable. The annual election of directors provides greater board accountability to shareholders and is appreciated.

5 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.In addition, severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.Furthermore, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.

6 Declassify the Board of Directors SH Against For

Voter Rationale: The annual election of directors provides greater accountability to shareholders and is a widely accepted best practice in corporate governance. Shareholders should have the opportunity to communicate with directors regarding their performance regularly.

Perspecta Inc.

Meeting Date: 08/05/2020 Country: USA Meeting Type: Annual Ticker: PRSP

Primary ISIN: US7153471005 Primary SEDOL: BZ5YFM8

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Sanju K. Bansal Mgmt For For

1b Elect Director Sondra L. Barbour Mgmt For For

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Perspecta Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1c Elect Director John M. Curtis Mgmt For For

1d Elect Director Lisa S. Disbrow Mgmt For For

1e Elect Director Glenn A. Eisenberg Mgmt For Against

1f Elect Director Pamela O. Kimmet Mgmt For For

1g Elect Director Ramzi M. Musallam Mgmt For For

1h Elect Director Philip O. Nolan Mgmt For For

1i Elect Director Betty J. Sapp Mgmt For For

1j Elect Director Michael E. Ventling Mgmt For For

2 Ratify Deloitte & Touche as Auditors Mgmt For For

4 Approve Qualified Employee Stock Purchase Mgmt For For Plan

PetMed Express, Inc.

Meeting Date: 07/31/2020 Country: USA Meeting Type: Annual Ticker: PETS

Primary ISIN: US7163821066 Primary SEDOL: 2143099

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Menderes Akdag Mgmt For For

1b Elect Director Leslie C.G. Campbell Mgmt For For

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PetMed Express, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1c Elect Director Frank J. Formica Mgmt For Against

1d Elect Director Gian M. Fulgoni Mgmt For Against

1e Elect Director Ronald J. Korn Mgmt For Against

1f Elect Director Robert C. Schweitzer Mgmt For Against

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.In addition, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.”

3 Ratify RSM US LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

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Petroleo Brasileiro SA

Meeting Date: 07/09/2020 Country: Brazil Meeting Type: Special Ticker: PETR4

Primary ISIN: BRPETRACNPR6 Primary SEDOL: 2684532

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

Meeting for ADR Holders Mgmt

1 Approve Additional High Standard Reputation Mgmt For For Requirements for the Senior Management and Fiscal Council Members and Inclusion of these Requirements in the Nomination Policy

2 Amend Articles and Consolidate Bylaws Mgmt For For

Petroleo Brasileiro SA

Meeting Date: 07/22/2020 Country: Brazil Meeting Type: Annual Ticker: PETR4

Primary ISIN: BRPETRACNPR6 Primary SEDOL: 2684532

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

Meeting for Preferred ADR Holders Mgmt

5.1 Elect Sonia Julia Sulzbeck Villalobos as Director SH None For Appointed by Preferred Shareholder

5.2 Elect Rodrigo de Mesquita Pereira as Director SH None Abstain Appointed by Preferred Shareholder Voter Rationale: As preferred minority shareholders can elect only one board representative, an ABSTAIN vote recommendation is warranted for Item 5.2. This recommendation, however, should not be interpreted as a negative assessment of competing nominee Rodrigo de Mesquita Pereira's experience or qualifications.

8 Elect Daniel Alves Ferreira as Fiscal Council SH None For Member and Michele da Silva Gonsales Torres as Alternate Appointed by Preferred Shareholder

Petroleo Brasileiro SA

Meeting Date: 07/22/2020 Country: Brazil Meeting Type: Annual Ticker: PETR4

Primary ISIN: BRPETRACNPR6 Primary SEDOL: 2684532

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Petroleo Brasileiro SA

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

Meeting for ADR Holders Mgmt

1 Accept Financial Statements and Statutory Mgmt For For Reports for Fiscal Year Ended Dec. 31, 2019

2 Approve Capital Budget Mgmt For For

3 Approve Allocation of Income and Dividends Mgmt For For

4 Fix Number of Directors at 11 Mgmt For For

5a1 Elect Directors Mgmt For Abstain

Voter Rationale: Although there are no known concerns regarding the proposed management nominees presented under this slate election proposal, Petrobras has disclosed a greater number of board candidates than board seats due to the nomination of minority shareholder candidates both under a separate election and under the cumulative voting process, in the event minimum regulatory quorum and ownership requirements, respectively, are met.As management nominees presented under this slate election proposal will likely be supported by the company's controlling shareholder, the Brazilian federal government, to achieve greater minority shareholder representation at the board level, unaffiliated shareholder would likely benefit from concentrating their votes on the election of a minority shareholder board representative, as further discussed under Item 5b1. As such, an ABSTAIN vote recommendation for the management slate is recommended.

5a2 In Case There is Any Change to the Board Slate Mgmt None Against Composition, May Your Votes Still be Counted for the Proposed Slate? Voter Rationale: A vote AGAINST this request is warranted because potential changes in the board slate composition can impact the board's independence level in a way that cannot be anticipated by shareholders at this time. As such, due to the lack of timely disclosure, international institutional investors are prevented from making an informed voting decision.

5a3 APPLIES ONLY IF CUMULATIVE VOTING IS Mgmt None Abstain ADOPTED - Votes Will Be Automatically Distributed in Equal % Amongst The Nominees: Vote FOR to support the nominees under SLATE A. Vote AGAINST to support the nominees under SLATE B. Otherwise, vote ABSTAIN.

Voter Rationale: ABSTAIN votes are recommended for Items 5a3a-5a3c because, although the company has presented these proposals in the event cumulative voting is adopted, the proxy card does not allow for individual elections and the concentration of votes on specific board nominees, as would be the premise of cumulative voting under the Brazilian Corporate Law.

5b1 Elect Marcelo Mesquita de Siqueira Filho as SH None For Director Appointed by Minority Shareholder

6 Elect Eduardo Bacellar Leal Ferreira as Board Mgmt For For Chairman Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

7 Fix Number of Fiscal Council Members at Five Mgmt For For

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Petroleo Brasileiro SA

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

8a1 Elect Fiscal Council Members Mgmt For Abstain

Voter Rationale: An ABSTAIN vote recommendation is warranted for the management's fiscal council nominees, to allow minority shareholders to concentrate their votes on the election of a minority fiscal council candidate, as further discussed under Item 8b of this meeting agenda.

8a2 In Case One of the Nominees Leaves the Fiscal Mgmt None Against Council Slate Due to a Separate Minority Election, as Allowed Under Articles 161 and 240 of the Brazilian Corporate Law, May Your Votes Still Be Counted for the Proposed Slate?

Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

8b Elect Marcelo Gasparino da Silva as Fiscal SH None For Council Member and Paulo Roberto Evangelista de Lima as Alternate Appointed by Minority Shareholder

9 Approve Remuneration of Company's Mgmt For Against Management and Fiscal Council Voter Rationale: We urge the board to take immediate steps to provide shareholders with the information referred to in item 13 of the Reference Form in CVM Instruction 480.

Plantronics, Inc.

Meeting Date: 07/27/2020 Country: USA Meeting Type: Annual Ticker: PLT

Primary ISIN: US7274931085 Primary SEDOL: 2692030

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Robert Hagerty Mgmt For For

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Plantronics, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1b Elect Director Marv Tseu Mgmt For Against

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.In addition, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.Moreover, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.Furthermore, this director is not sufficiently independent to serve as the independent lead director.Also, the board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote.

1c Elect Director Frank Baker Mgmt For Against

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.

1d Elect Director Kathy Crusco Mgmt For Against

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.

1e Elect Director Brian Dexheimer Mgmt For Against

1f Elect Director Gregg Hammann Mgmt For Against

1g Elect Director John Hart Mgmt For Against

1h Elect Director Guido Jouret Mgmt For For

Page 235 of 327

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Plantronics, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1i Elect Director Marshall Mohr Mgmt For Against

1j Elect Director Daniel Moloney Mgmt For Against

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.

2 Amend Qualified Employee Stock Purchase Plan Mgmt For For

3 Amend Omnibus Stock Plan Mgmt For Against

Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Also, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

4 Ratify PricewaterhouseCoopers LLP as Auditors Mgmt For Against

5 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.In addition, the remuneration committee should not allow vesting of incentive awards for below median performance as this is considered to be rewarding under performance of peers.Moreover, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.Furthermore, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

Polyus PJSC

Meeting Date: 08/18/2020 Country: Russia Meeting Type: Annual Ticker: PLZL

Primary ISIN: RU000A0JNAA8 Primary SEDOL: B57R0L9

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Annual Report and Financial Mgmt For For Statements

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Polyus PJSC

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

2 Approve Allocation of Income and Dividends of Mgmt For For RUB 244.75 per Share

Elect Nine Directors by Cumulative Voting Mgmt

3.1 Elect Pavel Grachev as Director Mgmt None Against

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance. Also, executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

3.2 Elect Mariia Gordon as Director Mgmt None For

3.3 Elect Edward Dowling as Director Mgmt None For

3.4 Elect Said Kerimov as Director Mgmt None Against

3.5 Elect Sergei Nosov as Director Mgmt None Against

3.6 Elect Vladimir Polin as Director Mgmt None Against

3.7 Elect Kent Potter as Director Mgmt None For

3.8 Elect Mikhail Stiskin as Director Mgmt None Against

3.9 Elect William Champion as Director Mgmt None For

4 Ratify FinExperiza as Auditor Mgmt For Against

Voter Rationale: Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor.

5 Approve Related-Party Transactions Mgmt For For

6 Approve New Edition of Regulations on Board of Mgmt For For Directors

7 Approve New Edition of Regulations on Mgmt For For Remuneration of Directors

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Polyus PJSC

Meeting Date: 08/18/2020 Country: Russia Meeting Type: Annual Ticker: PLZL

Primary ISIN: RU000A0JNAA8 Primary SEDOL: B57R0L9

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

Meeting for ADR/GDR Holders Mgmt

1 Approve Annual Report and Financial Mgmt For For Statements

2 Approve Allocation of Income and Dividends of Mgmt For For RUB 244.75 per Share

Elect Nine Directors by Cumulative Voting Mgmt

3.1 Elect Mariia Gordon as Director Mgmt None For

3.2 Elect Pavel Grachev as Director Mgmt None Against

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance. Moreover, executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

3.3 Elect Edward Dowling as Director Mgmt None For

3.4 Elect Said Kerimov as Director Mgmt None Against

3.5 Elect Sergei Nosov as Director Mgmt None Against

3.6 Elect Vladimir Polin as Director Mgmt None Against

3.7 Elect Kent Potter as Director Mgmt None For

Page 238 of 327

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Polyus PJSC

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

3.8 Elect Mikhail Stiskin as Director Mgmt None Against

3.9 Elect William Champion as Director Mgmt None For

4 Ratify FinExperiza as Auditor Mgmt For Against

Voter Rationale: Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor.

5 Approve Related-Party Transactions Mgmt For For

6 Approve New Edition of Regulations on Board of Mgmt For For Directors

7 Approve New Edition of Regulations on Mgmt For For Remuneration of Directors

Polyus PJSC

Meeting Date: 09/30/2020 Country: Russia Meeting Type: Special Ticker: PLZL

Primary ISIN: RU000A0JNAA8 Primary SEDOL: B57R0L9

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Interim Dividends for First Six Months Mgmt For For of Fiscal 2020

Polyus PJSC

Meeting Date: 09/30/2020 Country: Russia Meeting Type: Special Ticker: PLZL

Primary ISIN: RU000A0JNAA8 Primary SEDOL: B57R0L9

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

Meeting for ADR/GDR Holders Mgmt

1 Approve Interim Dividends for First Six Months Mgmt For For of Fiscal 2020

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Prestige Consumer Healthcare Inc.

Meeting Date: 08/04/2020 Country: USA Meeting Type: Annual Ticker: PBH

Primary ISIN: US74112D1019 Primary SEDOL: B0650P3

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Ronald M. Lombardi Mgmt For For

1.2 Elect Director John E. Byom Mgmt For Withhold

1.3 Elect Director Gary E. Costley Mgmt For Withhold

1.4 Elect Director Christopher J. Coughlin Mgmt For For

1.5 Elect Director Sheila A. Hopkins Mgmt For For

1.6 Elect Director James M. Jenness Mgmt For For

1.7 Elect Director Natale S. Ricciardi Mgmt For For

1.8 Elect Director Dawn M. Zier Mgmt For For

2 Ratify PricewaterhouseCoopers LLP as Auditors Mgmt For Against

4 Approve Omnibus Stock Plan Mgmt For For

Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.

Page 240 of 327

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Prestige International, Inc.

Meeting Date: 07/30/2020 Country: Japan Meeting Type: Annual Ticker: 4290

Primary ISIN: JP3833620002 Primary SEDOL: 6373632

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Tamagami, Shinichi Mgmt For For

1.2 Elect Director Sekine, Hiroshi Mgmt For For

1.3 Elect Director Osaka, Yuki Mgmt For For

1.4 Elect Director Iwase, Kanako Mgmt For For

1.5 Elect Director Hattori, Yoshikazu Mgmt For For

2 Appoint Statutory Auditor Ishino, Yutaka Mgmt For Against

Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.

Prosus NV

Meeting Date: 08/18/2020 Country: Netherlands Meeting Type: Annual Ticker: PRX

Primary ISIN: NL0013654783 Primary SEDOL: BJDS7L3

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

Annual Meeting Agenda Mgmt

1 Receive Report of Management Board Mgmt (Non-Voting)

2 Approve Remuneration Report Mgmt For Against

3 Adopt Financial Statements Mgmt For For

4.a Approve Dividends of EUR 0.602 Per Share Mgmt For For

4.b Approve Capital Increase and Capital Reduction Mgmt For For

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Prosus NV

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

5 Approve Remuneration Policy for Executive Mgmt For Against Directors Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a suffciently long period of time. Moreover, long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant.Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.

6 Approve Remuneration Policy for Non-Executive Mgmt For For Directors

7 Approve Discharge of Executive Directors Mgmt For For

8 Approve Discharge of Non-Executive Directors Mgmt For For

9 Elect Y Xu as Non-Executive Director Mgmt For For

10.1 Reelect D G Eriksson as Non-Executive Director Mgmt For For

10.2 Reelect M R Sorour as Non-Executive Director Mgmt For For

10.3 Reelect E M Choi as Non-Executive Director Mgmt For For

10.4 Reelect M Girotra as Non-Executive Director Mgmt For For

10.5 Reelect R C C Jafta as Non-Executive Director Mgmt For For

Voter Rationale: The Company should put in place a policy to increase gender diversity on the board. Our expectation is that female directors should comprise at least 30% of the board.

11 Ratify PricewaterhouseCoopers Accountants N.V. Mgmt For For as Auditors

12 Grant Board Authority to Issue Shares Up To 10 Mgmt For For Percent of Issued Capital and Restrict/Exclude Preemptive Rights

13 Authorize Repurchase of Shares Mgmt For For

14 Amend Prosus Share Award Plan Mgmt For Against

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a suffciently long period of time. Moreover, long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant. Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Further, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

15 Other Business (Non-Voting) Mgmt

16 Voting Results Mgmt

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Qol Holdings Co., Ltd.

Meeting Date: 07/21/2020 Country: Japan Meeting Type: Annual Ticker: 3034

Primary ISIN: JP3266160005 Primary SEDOL: B11V893

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Nakamura, Masaru Mgmt For For

1.2 Elect Director Nakamura, Takashi Mgmt For For

1.3 Elect Director Okamura, Shoji Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.4 Elect Director Fukumitsu, Kiyonobu Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.5 Elect Director Ishii, Takayoshi Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.6 Elect Director Onchi, Yukari Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.7 Elect Director Kuboki, Toshiko Mgmt For For

1.8 Elect Director Yamamoto, Yukiharu Mgmt For For

1.9 Elect Director Araki, Isao Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.10 Elect Director Togashi, Yutaka Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2 Appoint Statutory Auditor Hashimoto, Chie Mgmt For Against

Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.

Qorvo, Inc.

Meeting Date: 08/04/2020 Country: USA Meeting Type: Annual Ticker: QRVO

Primary ISIN: US74736K1016 Primary SEDOL: BR9YYP4

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Qorvo, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Ralph G. Quinsey Mgmt For Withhold

1.2 Elect Director Robert A. Bruggeworth Mgmt For For

1.3 Elect Director Jeffery R. Gardner Mgmt For For

1.4 Elect Director John R. Harding Mgmt For For

1.5 Elect Director David H. Y. Ho Mgmt For For

1.6 Elect Director Roderick D. Nelson Mgmt For For

1.7 Elect Director Walden C. Rhines Mgmt For For

1.8 Elect Director Susan L. Spradley Mgmt For For

1.9 Elect Director Walter H. Wilkinson, Jr. Mgmt For Withhold

2 Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation Voter Rationale: Incentive awards to executives should include robust performance targets that reward strong performance and drive shareholder value over a sufficiently long period of time defined as at least three years.Furthermore, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

3 Ratify Ernst & Young LLP as Auditors Mgmt For For

Raia Drogasil SA

Meeting Date: 09/15/2020 Country: Brazil Meeting Type: Special Ticker: RADL3

Primary ISIN: BRRADLACNOR0 Primary SEDOL: B7FQV64

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve 5-for-1 Stock Split and Amend Article 4 Mgmt For For Accordingly

2 Amend Article 11 Mgmt For For

3 Amend Article 14 Mgmt For For

4 Consolidate Bylaws Mgmt For For

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Raia Drogasil SA

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

5 Approve Restricted Stock Plan Mgmt For For

Voter Rationale: We would encourage the board consider introducing additional performance conditions

6 In the Event of a Second Call, the Voting Mgmt None For Instructions Contained in this Remote Voting Card May Also be Considered for the Second Call?

Ralph Lauren Corporation

Meeting Date: 07/30/2020 Country: USA Meeting Type: Annual Ticker: RL

Primary ISIN: US7512121010 Primary SEDOL: B4V9661

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Frank A. Bennack, Jr. Mgmt For For

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.Also, this director is not sufficiently independent to serve as the independent lead director.Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review.In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

1.2 Elect Director Michael A. George Mgmt For For

1.3 Elect Director Hubert Joly Mgmt For For

2 Ratify Ernst & Young LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance as this is considered to be rewarding under performance of peers.Also, severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.In addition, incentive awards to executives should include robust performance targets that reward strong performance and drive shareholder value over a sufficiently long period of time defined as at least three years.

RBC Bearings Incorporated

Meeting Date: 09/09/2020 Country: USA Meeting Type: Annual Ticker: ROLL

Primary ISIN: US75524B1044 Primary SEDOL: B0GLYB5

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RBC Bearings Incorporated

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Michael J. Hartnett Mgmt For For

1.2 Elect Director Dolores J. Ennico Mgmt For For

2 Ratify Ernst & Young LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time.Moreover, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.Also, severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.In addition, incentive awards to executives should include robust performance targets that reward strong performance and drive shareholder value over a sufficiently long period of time defined as at least three years.Furthermore, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

RCI Hospitality Holdings, Inc.

Meeting Date: 09/14/2020 Country: USA Meeting Type: Annual Ticker: RICK

Primary ISIN: US74934Q1085 Primary SEDOL: BQ0QT80

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Eric S. Langan Mgmt For For

1.2 Elect Director Travis Reese Mgmt For For

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RCI Hospitality Holdings, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.3 Elect Director Nourdean Anakar Mgmt For For

1.4 Elect Director Luke Lirot Mgmt For Withhold

1.5 Elect Director Yura Barabash Mgmt For Withhold

Voter Rationale: The audit committee is responsible for the integrity of the annual report and accounts. Substantial restatements or other serious problems are indicative of inadequate oversight and controls by the audit committee.

1.6 Elect Director Elaine J. Martin Mgmt For Withhold

1.7 Elect Director Arthur Allan Priaulx Mgmt For Withhold

2 Ratify Friedman LLP as Auditors Mgmt For For

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Moreover, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholdersIn addition, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

4 Other Business Mgmt For Against

Voter Rationale: Any Other Business should not be a voting item.

Replimune Group, Inc.

Meeting Date: 09/09/2020 Country: USA Meeting Type: Annual Ticker: REPL

Primary ISIN: US76029N1063 Primary SEDOL: BDDVW37

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Paolo Pucci Mgmt For For

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Replimune Group, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.2 Elect Director Jason Rhodes Mgmt For Withhold

Voter Rationale: The Company should put in place a policy that aims to increase gender diversity on the board. Our expectation is that there be at least one female director on the board for a company of this size.Also, changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approvalIn addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

1.3 Elect Director Sander Slootweg Mgmt For For

1.4 Elect Director Otello Stampacchia Mgmt For For

2 Ratify PricewaterhouseCoopers LLP as Auditors Mgmt For For

Rexnord Corporation

Meeting Date: 07/23/2020 Country: USA Meeting Type: Annual Ticker: RXN

Primary ISIN: US76169B1026 Primary SEDOL: B4NPMX6

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Thomas D. Christopoul Mgmt For For

1.2 Elect Director John S. Stroup Mgmt For For

1.3 Elect Director Peggy N. Troy Mgmt For For

2 Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation

3 Ratify Ernst & Young LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

RF Industries, Ltd.

Meeting Date: 09/03/2020 Country: USA Meeting Type: Annual Ticker: RFIL

Primary ISIN: US7495521053 Primary SEDOL: 2727813

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RF Industries, Ltd.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Marvin H. Fink Mgmt For Withhold

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.Also, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

1.2 Elect Director Gerald T. Garland Mgmt For For

2 Approve Omnibus Stock Plan Mgmt For Against

Voter Rationale: This plan could lead to excessive dilution.Moreover, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.Lastly, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.Moreover, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.Also, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.Lastly, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

4 Ratify CohnReznick LLP as Auditors Mgmt For Against

Meeting Date: 07/22/2020 Country: USA Meeting Type: Annual Ticker: RH

Primary ISIN: US74967X1037 Primary SEDOL: BYXR425

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Hilary Krane Mgmt For For

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Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.2 Elect Director Katie Mitic Mgmt For For

1.3 Elect Director Ali Rowghani Mgmt For For

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: Severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.Furthermore, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.Moreover, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

3 Advisory Vote on Say on Pay Frequency Mgmt One Year One Year

4 Ratify PricewaterhouseCoopers LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

Rite Aid Corporation

Meeting Date: 07/08/2020 Country: USA Meeting Type: Annual Ticker: RAD

Primary ISIN: US7677548726 Primary SEDOL: BJNQGL0

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Bruce G. Bodaken Mgmt For For

1b Elect Director Elizabeth "Busy" Burr Mgmt For For

1c Elect Director Heyward Donigan Mgmt For For

1d Elect Director Robert E. Knowling, Jr. Mgmt For For

1e Elect Director Kevin E. Lofton Mgmt For For

1f Elect Director Louis P. Miramontes Mgmt For For

1g Elect Director Arun Nayar Mgmt For For

1h Elect Director Katherine B. Quinn Mgmt For For

2 Ratify Deloitte & Touche LLP as Auditors Mgmt For Against

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Rite Aid Corporation

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time.Also, the board should act with accountability to the investors it represents and take action where a substantial proportion have expressed concerns over compensation practices in previous years.Moreoever, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

4 Approve Omnibus Stock Plan Mgmt For For

Riverview Bancorp, Inc.

Meeting Date: 08/26/2020 Country: USA Meeting Type: Annual Ticker: RVSB

Primary ISIN: US7693971001 Primary SEDOL: 2117920

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Bradley J. Carlson Mgmt For For

1.2 Elect Director Patrick Sheaffer Mgmt For For

1.3 Elect Director Bess R. Wills Mgmt For Withhold

Voter Rationale: We voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of timeMoreover, incentive awards to executives should include robust performance targets that reward strong performance and drive shareholder value over a sufficiently long period of time defined as at least three years.Additionally, severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.Also, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholdersLastly, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

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Rock Field Co., Ltd.

Meeting Date: 07/29/2020 Country: Japan Meeting Type: Annual Ticker: 2910

Primary ISIN: JP3984200000 Primary SEDOL: 6745747

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 23

2.1 Elect Director Iwata, Kozo Mgmt For For

2.2 Elect Director Furutsuka, Takashi Mgmt For For

2.3 Elect Director Hosomi, Toshihiro Mgmt For For

2.4 Elect Director Endo, Hiroshi Mgmt For For

2.5 Elect Director Nakano, Kanji Mgmt For For

2.6 Elect Director Kadokami, Takeshi Mgmt For For

2.7 Elect Director Matsumura, Harumi Mgmt For For

Royal Mail Plc

Meeting Date: 09/08/2020 Country: United Kingdom Meeting Type: Annual Ticker: RMG

Primary ISIN: GB00BDVZYZ77 Primary SEDOL: BDVZYZ7

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Accept Financial Statements and Statutory Mgmt For For Reports

2 Approve Remuneration Report Mgmt For For

3 Approve Remuneration Policy Mgmt For For

4 Re-elect Keith Williams as Director Mgmt For For

5 Re-elect Stuart Simpson as Director Mgmt For For

6 Re-elect Maria da Cunha as Director Mgmt For For

7 Re-elect Michael Findlay as Director Mgmt For For

8 Re-elect Rita Griffin as Director Mgmt For For

9 Re-elect Simon Thompson as Director Mgmt For For

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Royal Mail Plc

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

10 Elect Baroness Sarah Hogg as Director Mgmt For For

11 Elect Lynne Peacock as Director Mgmt For For

Voter Rationale: New directors should have sufficient length of service on the board before taking on the role of chairing the remuneration committee.

12 Reappoint KPMG LLP as Auditors Mgmt For For

13 Authorise the Audit and Risk Committee to Fix Mgmt For For Remuneration of Auditors

14 Authorise EU Political Donations and Mgmt For For Expenditure

15 Authorise Issue of Equity Mgmt For For

16 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights

17 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights in Connection with an Acquisition or Other Capital Investment

18 Authorise Market Purchase of Ordinary Shares Mgmt For For

19 Authorise the Company to Call General Meeting Mgmt For For with Two Weeks' Notice

RTI Surgical Holdings, Inc.

Meeting Date: 07/15/2020 Country: USA Meeting Type: Annual Ticker: RTIX

Primary ISIN: US74975N1054 Primary SEDOL: 2589110

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Sale of Company Assets Mgmt For For

2 Advisory Vote on Golden Parachutes Mgmt For Against

Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

3.1 Elect Director Camille I. Farhat Mgmt For For

Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders

3.2 Elect Director Jeffrey C. Lightcap Mgmt For Withhold

Voter Rationale: We voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.

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RTI Surgical Holdings, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

3.3 Elect Director Thomas A. McEachin Mgmt For Withhold

Voter Rationale: We voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.

3.4 Elect Director Mark D. Stolper Mgmt For Withhold

Voter Rationale: We voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.

3.5 Elect Director Paul G. Thomas Mgmt For For

3.6 Elect Director Nicholas J. Valeriani Mgmt For For

3.7 Elect Director Shirley A. Weis Mgmt For For

3.8 Elect Director Stuart F. Simpson Mgmt For For

4 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

5 Adjourn Meeting Mgmt For Against

Voter Rationale: Related to Item 2 and 4.

Ryman Healthcare Limited

Meeting Date: 08/13/2020 Country: New Zealand Meeting Type: Annual Ticker: RYM

Primary ISIN: NZRYME0001S4 Primary SEDOL: 6161525

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

2.1 Elect Paula Jeffs as Director Mgmt For For

2.2 Elect Claire Higgins as Director Mgmt For For

3 Authorize Board to Fix Remuneration of the Mgmt For For Auditors

4 Approve the Increase in Maximum Aggregate Mgmt For Against Remuneration of Directors Voter Rationale: A vote AGAINST the proposed increase in maximum aggregate remuneration of non-executive directors is warranted given that the quantum of the proposed increase to the NED fee pool of 29 percent is excessive. A request for a smaller increase in the aggregate directors' remuneration is more likely to be acceptable.

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Sakata Seed Corp.

Meeting Date: 08/25/2020 Country: Japan Meeting Type: Annual Ticker: 1377

Primary ISIN: JP3315000004 Primary SEDOL: 6769811

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 18

2.1 Appoint Statutory Auditor Tsushima, Jumpei Mgmt For Against

Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.

2.2 Appoint Statutory Auditor Numata, Yasunori Mgmt For Against

Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.

2.3 Appoint Statutory Auditor Bo, Akinori Mgmt For Against

Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.

Sankyo Tateyama, Inc.

Meeting Date: 08/27/2020 Country: Japan Meeting Type: Annual Ticker: 5932

Primary ISIN: JP3326800004 Primary SEDOL: B8W6W72

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 5

2.1 Elect Director Hirano, Shozo Mgmt For For

2.2 Elect Director Kurosaki, Satoshi Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.3 Elect Director Yamada, Hiroshi Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.4 Elect Director Ikeda, Kazuhito Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

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Sankyo Tateyama, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

2.5 Elect Director Nishi, Takahiro Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.6 Elect Director Yoshida, Tsuneaki Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.7 Elect Director Kubota, Kensuke Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.8 Elect Director Takeshima, Naoko Mgmt For For

Sanrio Co., Ltd.

Meeting Date: 08/26/2020 Country: Japan Meeting Type: Annual Ticker: 8136

Primary ISIN: JP3343200006 Primary SEDOL: 6776349

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Tsuji, Shintaro Mgmt For Against

Voter Rationale: The board lacks sufficient diversity to meet our expectations.

1.2 Elect Director Tsuji, Tomokuni Mgmt For Against

Voter Rationale: The board lacks sufficient diversity to meet our expectations.

1.3 Elect Director Fukushima, Kazuyoshi Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.4 Elect Director Nakaya, Takahide Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.5 Elect Director Miyauchi, Saburo Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.6 Elect Director Nomura, Kosho Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.7 Elect Director Kishimura, Jiro Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

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Sanrio Co., Ltd.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.8 Elect Director Kitamura, Norio Mgmt For For

1.9 Elect Director Shimaguchi, Mitsuaki Mgmt For For

Sansan, Inc.

Meeting Date: 08/26/2020 Country: Japan Meeting Type: Annual Ticker: 4443

Primary ISIN: JP3332540008 Primary SEDOL: BJYJG18

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Amend Articles to Amend Business Lines Mgmt For For

2.1 Elect Director Terada, Chikahiro Mgmt For For

2.2 Elect Director Tomioka, Kei Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.3 Elect Director Shiomi, Kenji Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.4 Elect Director Joraku, Satoru Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.5 Elect Director Oma, Yuta Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.6 Elect Director Hashimoto, Muneyuki Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

3.1 Elect Director and Audit Committee Member Mgmt For For Yokosawa, Yasuko

3.2 Elect Director and Audit Committee Member Mgmt For For Ishikawa, Yoshiki

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Sberbank Russia PJSC

Meeting Date: 09/25/2020 Country: Russia Meeting Type: Annual Ticker: SBER

Primary ISIN: RU0009029540 Primary SEDOL: 4767981

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

Meeting for ADR/GDR Holders Mgmt

1 Approve Annual Report Mgmt For Against

Voter Rationale: While the bank acknowledges that corporate mitigation measures of climate change are treated within credit risk assessments it lacks a broader response to climate risk management. We are particularly interested in TCFD and CDP disclosures, and seeing a holistic climate risk strategy, governance structure, risk management procedures as well as detailed metrics

2 Approve Allocation of Income and Dividends of Mgmt For For RUB 18.70 per Ordinary Share and RUB 18.70 per Preferred Share

3 Ratify PricewaterhouseCoopers as Auditor Mgmt For For

Elect 14 Directors by Cumulative Voting Mgmt

4.1 Elect Esko Tapani Aho as Director Mgmt None For

4.2 Elect Leonid Boguslavskii as Director Mgmt None For

4.3 Elect Herman Gref as Director Mgmt None Against

4.4 Elect Bella Zlatkis as Director Mgmt None Against

4.5 Elect Sergei Ignatev as Director Mgmt None Against

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.The chairman of the board should be elected from among independent non-executive directors.

4.6 Elect Mikhail Kovalchuk as Director Mgmt None Against

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Sberbank Russia PJSC

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

4.7 Elect Vladimir Kolychev as Director Mgmt None Against

4.8 Elect Nikolai Kudriavtsev as Director Mgmt None For

4.9 Elect Aleksandr Kuleshov as Director Mgmt None For

4.10 Elect Gennadii Melikian as Director Mgmt None For

4.11 Elect Maksim Oreshkin as Director Mgmt None Against

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.

4.12 Elect Anton Siluanov as Director Mgmt None Against

4.13 Elect Dmitrii Chernyshenko as Director Mgmt None Against

4.14 Elect Nadya Wells as Director Mgmt None For

5 Approve Related-Party Transaction Re: Liability Mgmt For For Insurance for Directors, Executives, and Company

6 Amend Charter Mgmt For For

Scholastic Corporation

Meeting Date: 09/23/2020 Country: USA Meeting Type: Annual Ticker: SCHL

Primary ISIN: US8070661058 Primary SEDOL: 2779234

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director James W. Barge Mgmt For Withhold

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Scholastic Corporation

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Furthermore, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.Moreover, this director is not sufficiently independent to serve as the independent lead director.In addition, we voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.

1.2 Elect Director John L. Davies Mgmt For Withhold

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Furthermore, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.In addition, we voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.

SeaChange International, Inc.

Meeting Date: 07/09/2020 Country: USA Meeting Type: Annual Ticker: SEAC

Primary ISIN: US8116991071 Primary SEDOL: 2803649

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Jeffrey M. Tuder Mgmt For For

3 Ratify Marcum LLP as Auditors Mgmt For For

Seneca Foods Corporation

Meeting Date: 08/18/2020 Country: USA Meeting Type: Annual Ticker: SENEA

Primary ISIN: US8170705011 Primary SEDOL: 2781626

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Peter R. Call Mgmt For Withhold

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Seneca Foods Corporation

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.

1.2 Elect Director Michael F. Nozzolio Mgmt For For

1.3 Elect Director Arthur S. Wolcott Mgmt For For

Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholdersIn addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

2 Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation Voter Rationale: The company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders.In addition, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

3 Ratify Plante Moran, PC as Auditors Mgmt For For

SFL Corporation Ltd.

Meeting Date: 08/31/2020 Country: Bermuda Meeting Type: Annual Ticker: SFL

Primary ISIN: BMG7738W1064 Primary SEDOL: BJXT857

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Fix Number of Directors Mgmt For For

2 Authorize Board to Fill Vacancies Mgmt For For

3 Elect Director Kathrine Fredriksen Mgmt For For

4 Elect Director Gary Vogel Mgmt For For

5 Elect Director Keesjan Cordia Mgmt For For

6 Elect Director James O'Shaughnessy Mgmt For For

7 Elect Director Ole Hjertaker Mgmt For For

8 Increase Authorized Common Stock Mgmt For For

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SFL Corporation Ltd.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

9 Approve Moore Stephens, P.C. as Auditors and Mgmt For For Authorize Board to Fix Their Remuneration

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

10 Approve Remuneration of Directors Mgmt For For

Shibuya Corp.

Meeting Date: 09/24/2020 Country: Japan Meeting Type: Annual Ticker: 6340

Primary ISIN: JP3356000004 Primary SEDOL: 6804239

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 30

2 Amend Articles to Amend Provisions on Number Mgmt For Against of Directors Voter Rationale: For maximum effectiveness a board should include between 5 and 15 directors.

3 Approve Compensation Ceiling for Directors Mgmt For For

SHO-BOND Holdings Co., Ltd.

Meeting Date: 09/25/2020 Country: Japan Meeting Type: Annual Ticker: 1414

Primary ISIN: JP3360250009 Primary SEDOL: B29T1W0

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 44.5

2.1 Elect Director Kishimoto, Tatsuya Mgmt For For

2.2 Elect Director Takeo, Koyo Mgmt For For

2.3 Elect Director Tojo, Shunya Mgmt For For

2.4 Elect Director Sekiguchi, Yasuhiro Mgmt For For

Page 262 of 327

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SHO-BOND Holdings Co., Ltd.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

2.5 Elect Director Naraoka, Shigeru Mgmt For For

Showa Corp.

Meeting Date: 07/17/2020 Country: Japan Meeting Type: Annual Ticker: 7274

Primary ISIN: JP3360300002 Primary SEDOL: 6805629

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Sugiyama, Nobuyuki Mgmt For Against

Voter Rationale: The board lacks sufficient diversity to meet our expectations.

1.2 Elect Director Wakiyama, Narutoshi Mgmt For For

1.3 Elect Director Sekino, Yosuke Mgmt For For

1.4 Elect Director Matsumura, Tetsuya Mgmt For For

2 Approve Annual Bonus Mgmt For For

Siemens AG

Meeting Date: 07/09/2020 Country: Germany Meeting Type: Special Ticker: SIE

Primary ISIN: DE0007236101 Primary SEDOL: 5727973

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Spin-Off and Takeover Agreement with Mgmt For For Siemens Energy AG

Singapore Airlines Limited

Meeting Date: 07/27/2020 Country: Singapore Meeting Type: Annual Ticker: C6L

Primary ISIN: SG1V61937297 Primary SEDOL: 6811734

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Singapore Airlines Limited

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Adopt Financial Statements and Directors' and Mgmt For For Auditors' Reports

2a Elect Simon Cheong Sae Peng as Director Mgmt For For

2b Elect Goh Choon Phong as Director Mgmt For For

2c Elect Hsieh Tsun-yan as Director Mgmt For For

3 Approve Directors' Emoluments Mgmt For For

4 Approve KPMG LLP as Auditors and Authorize Mgmt For For Board to Fix Their Remuneration

5 Approve Issuance of Equity or Equity-Linked Mgmt For For Securities with or without Preemptive Rights

6 Approve Grant of Awards and Issuance of Mgmt For Against Shares Under the SIA Performance Share Plan 2014 and the SIA Restricted Share Plan 2014 Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

7 Approve Mandate for Interested Person Mgmt For For Transactions

8 Authorize Share Repurchase Program Mgmt For For

9 Approve Issuance of Additional Mandatory Mgmt For For Convertible Bonds and Additional Conversion Shares

Singapore Exchange Limited

Meeting Date: 09/24/2020 Country: Singapore Meeting Type: Annual Ticker: S68

Primary ISIN: SG1J26887955 Primary SEDOL: 6303866

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Adopt Financial Statements and Directors' and Mgmt For For Auditors' Reports

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Singapore Exchange Limited

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

2 Approve Final Dividend Mgmt For For

3a Elect Kwa Chong Seng as Director Mgmt For For

3b Elect Kevin Kwok as Director Mgmt For For

3c Elect Lim Chin Hu as Director Mgmt For For

4 Elect Beh Swan Gin as Director Mgmt For For

5 Approve Directors' Fees to be Paid to the Mgmt For For Chairman

6 Approve Directors' Fees to be Paid to All Mgmt For For Directors (Other than the Chief Executive Officer)

7 Approve KPMG LLP as Auditors and Authorize Mgmt For For Board to Fix Their Remuneration

8 Elect Mark Makepeace as Director Mgmt For For

9 Approve Issuance of Equity or Equity-Linked Mgmt For For Securities with or without Preemptive Rights

10 Authorize Share Repurchase Program Mgmt For For

Singapore Telecommunications Limited

Meeting Date: 07/30/2020 Country: Singapore Meeting Type: Annual Ticker: Z74

Primary ISIN: SG1T75931496 Primary SEDOL: B02PY22

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Adopt Financial Statements and Directors' and Mgmt For For Auditors' Reports

2 Approve Final Dividend Mgmt For For

3 Elect Chua Sock Koong as Director Mgmt For For

4 Elect Low Check Kian as Director Mgmt For For

5 Elect Lee Theng Kiat as Director Mgmt For For

Voter Rationale: For companies without an independent chairman, a senior independent director should be appointed to serve as an additional safeguard and point of communication for shareholders.

6 Approve Directors' Fees Mgmt For For

7 Approve Auditors and Authorize Board to Fix Mgmt For For Their Remuneration

Page 265 of 327

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Singapore Telecommunications Limited

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

8 Approve Issuance of Equity or Equity-Linked Mgmt For For Securities with or without Preemptive Rights

9 Approve Grant of Awards and Issuance of Mgmt For Against Shares Under the Singtel Performance Share Plan 2012 Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

10 Authorize Share Repurchase Program Mgmt For For

11 Amend Constitution Mgmt For For

SKY Perfect JSAT Holdings Inc.

Meeting Date: 07/30/2020 Country: Japan Meeting Type: Annual Ticker: 9412

Primary ISIN: JP3396350005 Primary SEDOL: B1TK234

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Takada, Shinji Mgmt For For

1.2 Elect Director Yonekura, Eiichi Mgmt For For

1.3 Elect Director Nito, Masao Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.4 Elect Director Fukuoka, Toru Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.5 Elect Director Omatsuzawa, Kiyohiro Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.6 Elect Director Ogawa, Masato Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.7 Elect Director Nakatani, Iwao Mgmt For For

Page 266 of 327

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SKY Perfect JSAT Holdings Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.8 Elect Director Iijima, Kazunobu Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.9 Elect Director Kosugi, Yoshinobu Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.10 Elect Director Fujiwara, Hiroshi Mgmt For For

1.11 Elect Director Oga, Kimiko Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2 Appoint Statutory Auditor Otomo, Jun Mgmt For Against

Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.

3 Approve Restricted Stock Plan Mgmt For Against

Skyline Champion Corporation

Meeting Date: 07/29/2020 Country: USA Meeting Type: Annual Ticker: SKY

Primary ISIN: US8308301055 Primary SEDOL: 2814005

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Keith Anderson Mgmt For For

1.2 Elect Director Michael Berman Mgmt For For

1.3 Elect Director Timothy Bernlohr Mgmt For For

1.4 Elect Director Eddie Capel Mgmt For For

1.5 Elect Director John C. Firth Mgmt For For

1.6 Elect Director Michael Kaufman Mgmt For Withhold

Voter Rationale: Directors who represent major shareholders are not sufficiently independent to serve on key committees as their interests may not be well aligned with the wider group of shareholders..The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

1.7 Elect Director Erin Mulligan Nelson Mgmt For For

1.8 Elect Director Gary E. Robinette Mgmt For For

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Skyline Champion Corporation

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.9 Elect Director Mark J. Yost Mgmt For For

2 Ratify Ernst & Young LLP as Auditors Mgmt For For

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.Also, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.In addition, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

Spectrum Brands Holdings, Inc.

Meeting Date: 07/28/2020 Country: USA Meeting Type: Annual Ticker: SPB

Primary ISIN: US84790A1051 Primary SEDOL: BDRYFB1

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Kenneth C. Ambrecht Mgmt For Against

Voter Rationale: The Company should put in place a policy that aims to increase gender diversity on the board. Our expectation is that there be at least two female directors on the board for a company of this size.In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

1b Elect Director Hugh R. Rovit Mgmt For For

2 Ratify KPMG LLP as Auditors Mgmt For For

4 Approve Omnibus Stock Plan Mgmt For For

Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.

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Spok Holdings, Inc.

Meeting Date: 07/28/2020 Country: USA Meeting Type: Annual Ticker: SPOK

Primary ISIN: US84863T1060 Primary SEDOL: BNZB473

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director N. Blair Butterfield Mgmt For For

1b Elect Director Bobbie Byrne Mgmt For For

1c Elect Director Christine M. Cournoyer Mgmt For For

1d Elect Director Stacia A. Hylton Mgmt For For

1e Elect Director Vincent D. Kelly Mgmt For For

1f Elect Director Brian O'Reilly Mgmt For For

1g Elect Director Matthew Oristano Mgmt For For

1h Elect Director Brett Shockley Mgmt For For

1i Elect Director Todd Stein Mgmt For Against

1j Elect Director Royce Yudkoff Mgmt For For

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review.Also, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

2 Ratify Grant Thornton LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

3 Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation

Page 269 of 327

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Spok Holdings, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

4 Approve Omnibus Stock Plan Mgmt For For

Voter Rationale: This plan could lead to excessive dilution.

5 Establish Term Limits for Directors SH Against For

Voter Rationale: Term limits reduce the risk of board entrenchment and allow the nominating committee to seek additional fresh perspectives.

SSE Plc

Meeting Date: 08/12/2020 Country: United Kingdom Meeting Type: Annual Ticker: SSE

Primary ISIN: GB0007908733 Primary SEDOL: 0790873

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Accept Financial Statements and Statutory Mgmt For For Reports

2 Approve Remuneration Report Mgmt For For

3 Approve Final Dividend Mgmt For For

4 Re-elect Gregor Alexander as Director Mgmt For For

5 Re-elect Sue Bruce as Director Mgmt For For

6 Re-elect Tony Cocker as Director Mgmt For For

7 Re-elect Crawford Gillies as Director Mgmt For For

8 Re-elect Richard Gillingwater as Director Mgmt For For

9 Re-elect Peter Lynas as Director Mgmt For For

10 Re-elect Helen Mahy as Director Mgmt For For

11 Re-elect Alistair Phillips-Davies as Director Mgmt For For

12 Re-elect Martin Pibworth as Director Mgmt For For

13 Re-elect Melanie Smith as Director Mgmt For For

14 Elect Angela Strank as Director Mgmt For Abstain

15 Reappoint Ernst & Young LLP as Auditors Mgmt For For

16 Authorise the Audit Committee to Fix Mgmt For For Remuneration of Auditors

Page 270 of 327

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SSE Plc

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

17 Authorise Issue of Equity Mgmt For For

18 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights

19 Authorise Market Purchase of Ordinary Shares Mgmt For For

20 Authorise the Company to Call General Meeting Mgmt For For with Two Weeks' Notice

STAAR Surgical Company

Meeting Date: 07/30/2020 Country: USA Meeting Type: Annual Ticker: STAA

Primary ISIN: US8523123052 Primary SEDOL: 2836292

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Stephen C. Farrell Mgmt For For

1.2 Elect Director Thomas G. Frinzi Mgmt For For

1.3 Elect Director Gilbert H. Kliman Mgmt For For

1.4 Elect Director Caren Mason Mgmt For For

1.5 Elect Director John C. Moore Mgmt For For

1.6 Elect Director Louis E. Silverman Mgmt For For

2 Amend Omnibus Stock Plan Mgmt For Against

Voter Rationale: This plan could lead to excessive dilution.On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.In addition, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders.

3 Ratify BDO USA, LLP as Auditors Mgmt For Against

4 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.Moreover, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

Page 271 of 327

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Steel Connect, Inc.

Meeting Date: 07/23/2020 Country: USA Meeting Type: Annual Ticker: STCN

Primary ISIN: US8580981061 Primary SEDOL: BDT7F41

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Jack L. Howard Mgmt For For

1.2 Elect Director Maria U. Molland Mgmt For For

2 Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation

3 Ratify BDO USA, LLP as Auditors Mgmt For For

4 Declassify the Board of Directors Mgmt For For

Voter Rationale: The decision to declassify the board is laudable. The annual election of directors provides greater board accountability to shareholders and is appreciated.

5 Approve Omnibus Stock Plan Mgmt For For

Steelcase Inc.

Meeting Date: 07/15/2020 Country: USA Meeting Type: Annual Ticker: SCS

Primary ISIN: US8581552036 Primary SEDOL: 2150420

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Lawrence J. Blanford Mgmt For For

1b Elect Director Timothy C. E. Brown Mgmt For For

1c Elect Director Connie K. Duckworth Mgmt For For

1d Elect Director James P. Keane Mgmt For For

Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders

1e Elect Director Todd P. Kelsey Mgmt For For

1f Elect Director Jennifer C. Niemann Mgmt For For

1g Elect Director Robert C. Pew, III Mgmt For Against

Page 272 of 327

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Steelcase Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1h Elect Director Cathy D. Ross Mgmt For Against

1i Elect Director Catherine C. B. Schmelter Mgmt For For

1j Elect Director Peter M. Wege, II Mgmt For Against

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.Also, directors with long board tenures should not serve on committees that require absolute independence.Former employees or company founders are not sufficiently independent to serve on key board committees.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

1k Elect Director Kate Pew Wolters Mgmt For Against

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.Also, severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.In addition, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

3 Ratify Deloitte & Touche LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

STERIS plc

Meeting Date: 07/28/2020 Country: Ireland Meeting Type: Annual Ticker: STE

Primary ISIN: IE00BFY8C754 Primary SEDOL: BFY8C75

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Richard C. Breeden Mgmt For For

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STERIS plc

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1b Elect Director Cynthia L. Feldmann Mgmt For Against

1c Elect Director Jacqueline B. Kosecoff Mgmt For Against

1d Elect Director David B. Lewis Mgmt For For

1e Elect Director Walter M Rosebrough, Jr. Mgmt For For

1f Elect Director Nirav R. Shah Mgmt For For

1g Elect Director Mohsen M. Sohi Mgmt For Against

1h Elect Director Richard M. Steeves Mgmt For Against

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.

2 Ratify Ernst & Young LLP as Auditors Mgmt For Against

3 Appoint Ernst & Young Chartered Accountants Mgmt For Against as Irish Statutory Auditor Voter Rationale: The company has engaged the same audit firm for more than 20 years. There is value for investors in gaining new perspectives on finances and controls. Companies that have had the same auditor for a long period of time should consider a plan or tender process for bringing in a new auditing firm, ideally every 10 years.

4 Authorize Board to Fix Remuneration of Auditors Mgmt For For

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Take-Two Interactive Software, Inc.

Meeting Date: 09/16/2020 Country: USA Meeting Type: Annual Ticker: TTWO

Primary ISIN: US8740541094 Primary SEDOL: 2122117

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Strauss Zelnick Mgmt For For

1.2 Elect Director Michael Dornemann Mgmt For Against

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.Furthermore, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.Moreover, this director is not sufficiently independent to serve as the independent lead director.

1.3 Elect Director J Moses Mgmt For Against

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.Furthermore, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

1.4 Elect Director Michael Sheresky Mgmt For Against

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.Furthermore, directors with long board tenures should not serve on committees that require absolute independence.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

1.5 Elect Director LaVerne Srinivasan Mgmt For For

1.6 Elect Director Susan Tolson Mgmt For For

1.7 Elect Director Paul Viera Mgmt For For

1.8 Elect Director Roland Hernandez Mgmt For For

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Take-Two Interactive Software, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

3 Amend Omnibus Stock Plan Mgmt For For

4 Ratify Ernst & Young LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

Tama Home Co., Ltd.

Meeting Date: 08/27/2020 Country: Japan Meeting Type: Annual Ticker: 1419

Primary ISIN: JP3470900006 Primary SEDOL: B7TV4G6

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 70

2.1 Elect Director Tamaki, Shinya Mgmt For Against

Voter Rationale: The board lacks sufficient diversity to meet our expectations.

2.2 Elect Director Tamaki, Yasuhiro Mgmt For Against

Voter Rationale: The board lacks sufficient diversity to meet our expectations.

2.3 Elect Director Tamaki, Katsuya Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.4 Elect Director Takeshita, Shunichi Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.5 Elect Director Kitabayashi, Kenichi Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.6 Elect Director Naoi, Koji Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.7 Elect Director Kusano, Yoshiro Mgmt For For

2.8 Elect Director Kaneshige, Yoshiyuki Mgmt For For

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Tama Home Co., Ltd.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

2.9 Elect Director Kagayama, Kenji Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.10 Elect Director Kogure, Yuichiro Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

3.1 Appoint Statutory Auditor Ushijima, Takeshi Mgmt For For

3.2 Appoint Statutory Auditor Chikamoto, Koki Mgmt For For

3.3 Appoint Statutory Auditor Shidehara, Hiroshi Mgmt For For

Tamura Corp.

Meeting Date: 09/29/2020 Country: Japan Meeting Type: Special Ticker: 6768

Primary ISIN: JP3471000004 Primary SEDOL: 6871040

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Appoint Statutory Auditor Yokoyama, Yuji Mgmt For For

TechnoPro Holdings, Inc.

Meeting Date: 09/29/2020 Country: Japan Meeting Type: Annual Ticker: 6028

Primary ISIN: JP3545240008 Primary SEDOL: BSM8SQ9

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 100

2 Approve Accounting Transfers Mgmt For For

3.1 Elect Director Nishio, Yasuji Mgmt For For

3.2 Elect Director Shimaoka, Gaku Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

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TechnoPro Holdings, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

3.3 Elect Director Asai, Koichiro Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

3.4 Elect Director Yagi, Takeshi Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

3.5 Elect Director Hagiwara, Toshihiro Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

3.6 Elect Director Watabe, Tsunehiro Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

3.7 Elect Director Yamada, Kazuhiko Mgmt For For

3.8 Elect Director Sakamoto, Harumi Mgmt For For

4 Appoint Statutory Auditor Tanabe, Rumiko Mgmt For For

Tele2 AB

Meeting Date: 09/11/2020 Country: Sweden Meeting Type: Special Ticker: TEL2.B

Primary ISIN: SE0005190238 Primary SEDOL: B97C733

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Elect Chairman of Meeting Mgmt For For

2 Prepare and Approve List of Shareholders Mgmt For For

3 Approve Agenda of Meeting Mgmt For For

4 Designate Inspector(s) of Minutes of Meeting Mgmt For For

5 Acknowledge Proper Convening of Meeting Mgmt For For

6 Approve Extraordinary Dividends of SEK 3.50 Mgmt For For Per Share

7.a Approve Equity Plan Financing Mgmt For For

7.b Approve Alternative Equity Plan Financing Mgmt For Against

Voter Rationale: Capital issuance authority should be for share plans that incentivise long-term value creation.

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Tele2 AB

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

8 Approve Performance Based Share Plan LTI Mgmt For For 2020 for CEO Kjell Morten Johnsen Voter Rationale: The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

TerraForm Power, Inc.

Meeting Date: 07/29/2020 Country: USA Meeting Type: Annual Ticker: TERP

Primary ISIN: US88104R2094 Primary SEDOL: BYZ1PN3

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Merger Agreement Mgmt For For

2a Elect Director Brian Lawson Mgmt For Against

2b Elect Director Carolyn Burke Mgmt For For

2c Elect Director Christian S. Fong Mgmt For For

2d Elect Director Harry Goldgut Mgmt For For

2e Elect Director Richard Legault Mgmt For For

2f Elect Director Mark McFarland Mgmt For For

2g Elect Director Sachin Shah Mgmt For For

3 Ratify Ernst & Young LLP as Auditors Mgmt For For

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TerraForm Power, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

4 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time.In addition, companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.Moreover, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Also, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.Lastly, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

5 Adjourn Meeting Mgmt For For

Tesla, Inc.

Meeting Date: 09/22/2020 Country: USA Meeting Type: Annual Ticker: TSLA

Primary ISIN: US88160R1014 Primary SEDOL: B616C79

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Elon Musk Mgmt For For

1.2 Elect Director Robyn Denholm Mgmt For Against

Voter Rationale: Votes AGAINST audit committee chair Robyn Denholm are warranted given concerns on the risk oversight function of the board, in light of the pledging of a significant amount of the company's common stock by certain directors and executives.Votes AGAINST compensation committee member Robyn Denholm are further warranted due to consecutive years of high director pay without a reasonable rationale disclosed.

1.3 Elect Director Hiromichi Mizuno Mgmt For For

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: We have significant concerns over the pay arrangements at Tesla. CEO Musk received less than $30,000 in total pay for the year under review, after receiving a special performance-based stock option award valued by ISS at $3.2 billion in the prior year. While CEO pay was minimal for the year in review, a review of the pay programs for other NEOs reveals concerning features.The company does not maintain traditional incentive programs, with NEO pay consisting entirely of base salary and sizable equity awards that lack performance vesting conditions. While stock options are appreciation-based and require an increase in the stock price in order to gain value, investors increasingly expect a meaningful portion of long-term incentives to be tied to pre-set performance goals. The magnitude of equity awards granted to an internally promoted NEO is also concerning, particularly as the proxy does not provide detail regarding how the committee determines the size of equity awards.

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Tesla, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

3 Ratify PricewaterhouseCoopers LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

4 Report on Paid Advertising SH Against Against

Voter Rationale: The board and management should be given the flexibility and discretion to determine the company's marketing strategy and it is not clear that requiring the company to spend a monetary amount on advertising for each car produced would provide a benefit for shareholders.

5 Adopt Simple Majority Vote SH Against For

Voter Rationale: Supermajority provisions create artificial barriers for shareholders. Majority voting should be sufficient to change policies.

6 Report on Employee Arbitration SH Against For

Voter Rationale: More information on the impact that the company's standard arbitration provision has on Tesla's employees would allow shareholders to better assess the risks associated with the company's use of arbitration agreements; could result in improved recruitment, development and retention; and the company has been involved in several recent and related controversies.

7 Additional Reporting on Human Rights SH Against For

Voter Rationale: The company faces risks related to human rights in its global operations. Good practice includes developing a clear code of practice, along with monitoring and effective disclosure to ensure that those risks are managed effectively and communicated to shareholders.

TESSCO Technologies Incorporated

Meeting Date: 07/24/2020 Country: USA Meeting Type: Annual Ticker: TESS

Primary ISIN: US8723861071 Primary SEDOL: 2884291

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Robert B. Barnhill, Jr. Mgmt For Withhold

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TESSCO Technologies Incorporated

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.2 Elect Director John D. Beletic Mgmt For For

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.In addition, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.Also, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.Moreover, this director is not sufficiently independent to serve as the independent lead director.Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review.

1.3 Elect Director Jay G. Baitler Mgmt For For

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.In addition, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.Also, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review.

1.4 Elect Director Stephanie Dismore Mgmt For For

1.5 Elect Director Paul J. Gaffney Mgmt For For

1.6 Elect Director Sandip Mukerjee Mgmt For For

1.7 Elect Director Dennis J. Shaughnessy Mgmt For For

1.8 Elect Director Morton F. Zifferer, Jr. Mgmt For For

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.In addition, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.Also, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review.

2 Ratify Ernst & Young LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

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TESSCO Technologies Incorporated

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.In addition, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.Moreover, incentive awards to executives should include robust performance targets that reward strong performance and drive shareholder value over a sufficiently long period of time defined as at least three years.Furthermore, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.Also, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

The Bank of N.T. Butterfield & Son Limited

Meeting Date: 08/12/2020 Country: Bermuda Meeting Type: Annual Ticker: NTB

Primary ISIN: BMG0772R2087 Primary SEDOL: BD8FF02

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve PricewaterhouseCoopers Ltd. as Mgmt For Against Auditors and Authorize Board to Fix Their Remuneration Voter Rationale: The company has engaged the same audit firm for more than 20 years. There is value for investors in gaining new perspectives on finances and controls. Companies that have had the same auditor for a long period of time should consider a plan or tender process for bringing in a new auditing firm, ideally every 10 years.

2a Elect Director Michael Collins Mgmt For For

2b Elect Director Alastair Barbour Mgmt For For

2c Elect Director James Burr Mgmt For For

2d Elect Director Michael Covell Mgmt For For

2e Elect Director Leslie Godridge Mgmt For For

2f Elect Director Mark Lynch Mgmt For For

2g Elect Director Conor O'Dea Mgmt For For

2h Elect Director Jana Schreuder Mgmt For For

2i Elect Director Michael Schrum Mgmt For For

2j Elect Director Pamela Thomas-Graham Mgmt For For

Page 283 of 327

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The Bank of N.T. Butterfield & Son Limited

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

2k Elect Director John Wright Mgmt For Against

3 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities without Preemptive Rights Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.

The British Land Co. Plc

Meeting Date: 07/29/2020 Country: United Kingdom Meeting Type: Annual Ticker: BLND

Primary ISIN: GB0001367019 Primary SEDOL: 0136701

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Accept Financial Statements and Statutory Mgmt For For Reports

2 Approve Remuneration Report Mgmt For For

3 Re-elect Simon Carter as Director Mgmt For For

4 Re-elect Lynn Gladden as Director Mgmt For For

5 Re-elect Chris Grigg as Director Mgmt For For

6 Re-elect Alastair Hughes as Director Mgmt For For

7 Re-elect William Jackson as Director Mgmt For For

8 Re-elect Nicholas Macpherson as Director Mgmt For For

9 Re-elect Preben Prebensen as Director Mgmt For For

10 Re-elect Tim Score as Director Mgmt For For

11 Re-elect Laura Wade-Gery as Director Mgmt For For

12 Re-elect Rebecca Worthington as Director Mgmt For For

13 Reappoint PricewaterhouseCoopers LLP as Mgmt For For Auditors

14 Authorise the Audit Committee to Fix Mgmt For For Remuneration of Auditors

15 Authorise EU Political Donations and Mgmt For For Expenditure

16 Authorise Issue of Equity Mgmt For For

Page 284 of 327

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The British Land Co. Plc

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

17 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights

18 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights in Connection with an Acquisition or Other Capital Investment

19 Authorise Market Purchase of Ordinary Shares Mgmt For For

20 Authorise the Company to Call General Meeting Mgmt For For with Two Weeks' Notice

The Container Store Group, Inc.

Meeting Date: 08/26/2020 Country: USA Meeting Type: Annual Ticker: TCS

Primary ISIN: US2107511030 Primary SEDOL: BFWGXQ7

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Robert E. Jordan Mgmt For For

1.2 Elect Director Jonathan D. Sokoloff Mgmt For For

1.3 Elect Director Caryl Stern Mgmt For For

2 Ratify Ernst & Young LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.Moreover, incentive awards to executives should include robust performance targets that reward strong performance and drive shareholder value over a sufficiently long period of time defined as at least three years.Additionally, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

The Foschini Group Ltd.

Meeting Date: 09/16/2020 Country: South Africa Meeting Type: Annual Ticker: TFG

Primary ISIN: ZAE000148466 Primary SEDOL: 6349688

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The Foschini Group Ltd.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

Ordinary Resolutions Mgmt

1 Accept Financial Statements and Statutory Mgmt For For Reports for the Year Ended 31 March 2020

2 Reappoint Deloitte & Touche as Auditors with Mgmt For For Michael van Wyk as the Designated Partner

3 Re-elect Nomahlubi Simamane as Director Mgmt For For

4 Re-elect David Friedland as Director Mgmt For For

5 Re-elect Ronnie Stein as Director Mgmt For Against

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. Further, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, we but encourage the company to amend its memorandum of incorporation to call for re-election of all directors, including executive directors, on a regular basis.

6 Re-elect Graham Davin as Director Mgmt For For

7 Re-elect Eddy Oblowitz as Member of the Audit Mgmt For For Committee

8 Re-elect Tumi Makgabo-Fiskerstrand as Member Mgmt For For of the Audit Committee

9 Elect Ronnie Stein as Member of the Audit Mgmt For Against Committee Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

10 Re-elect Nomahlubi Simamane as Member of Mgmt For For the Audit Committee

11 Re-elect David Friedland as Member of the Audit Mgmt For For Committee

12 Approve Remuneration Policy Mgmt For For

13 Approve Remuneration Implementation Report Mgmt For For

14 Approve Share Appreciation Rights Plan Mgmt For For

15 Approve Forfeitable Share Plan Mgmt For For

Special Resolutions Mgmt

1 Approve Implementation of Share Appreciation Mgmt For For Rights Plan

2 Approve Implementation of Forfeitable Share Mgmt For For Plan

3 Amend Memorandum of Incorporation Mgmt For For

Page 286 of 327

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The Foschini Group Ltd.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

4 Approve Remuneration of Non-executive Mgmt For For Directors

5 Approve Financial Assistance in Terms of Mgmt For For Sections 44 and 45 of the Companies Act

Continuation of Ordinary Resolutions Mgmt

16 Authorise Ratification of Approved Resolutions Mgmt For For

The J. M. Smucker Company

Meeting Date: 08/19/2020 Country: USA Meeting Type: Annual Ticker: SJM

Primary ISIN: US8326964058 Primary SEDOL: 2951452

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Susan E. Chapman-Hughes Mgmt For For

1b Elect Director Paul J. Dolan Mgmt For For

1c Elect Director Jay L. Henderson Mgmt For For

1d Elect Director Kirk L. Perry Mgmt For Against

1e Elect Director Sandra Pianalto Mgmt For For

1f Elect Director Nancy Lopez Russell Mgmt For For

1g Elect Director Alex Shumate Mgmt For For

1h Elect Director Mark T. Smucker Mgmt For For

1i Elect Director Richard K. Smucker Mgmt For For

1j Elect Director Timothy P. Smucker Mgmt For For

1k Elect Director Jodi L. Taylor Mgmt For For

1l Elect Director Dawn C. Willoughby Mgmt For For

Page 287 of 327

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

The J. M. Smucker Company

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

2 Ratify Ernst & Young LLP as Auditors Mgmt For Against

4 Approve Omnibus Stock Plan Mgmt For Against

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Furthermore, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.

The Monogatari Corp.

Meeting Date: 09/24/2020 Country: Japan Meeting Type: Annual Ticker: 3097

Primary ISIN: JP3922930007 Primary SEDOL: B2PWSL1

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 40

2.1 Elect Director Shibamiya, Yoshiyuki Mgmt For Against

Voter Rationale: The board lacks sufficient diversity to meet our expectations.

2.2 Elect Director Kato, Hisayuki Mgmt For Against

Voter Rationale: The board lacks sufficient diversity to meet our expectations.

2.3 Elect Director Okada, Masamichi Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.4 Elect Director Takahashi, Yasutada Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.5 Elect Director Tsudera, Tsuyoshi Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

Page 288 of 327

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The Monogatari Corp.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

2.6 Elect Director Kimura, Koji Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.7 Elect Director Kobayashi, Yoshio Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.8 Elect Director Kasahara, Moriyasu Mgmt For For

2.9 Elect Director Nishikawa, Yukitaka Mgmt For For

2.10 Elect Director Sumikawa, Masahiro Mgmt For For

3 Appoint Statutory Auditor Amagi, Takeharu Mgmt For For

4 Approve Restricted Stock Plan Mgmt For Against

The Rubicon Project, Inc.

Meeting Date: 07/08/2020 Country: USA Meeting Type: Annual Ticker: MGNI

Primary ISIN: US55955D1000 Primary SEDOL: BLPNRR6

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Lisa L. Troe Mgmt For For

1.2 Elect Director Paul Caine Mgmt For For

1.3 Elect Director Doug Knopper Mgmt For For

2 Ratify Deloitte & Touche LLP as Auditors Mgmt For For

4 Advisory Vote on Say on Pay Frequency Mgmt One Year One Year

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SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

Thermon Group Holdings, Inc.

Meeting Date: 07/22/2020 Country: USA Meeting Type: Annual Ticker: THR

Primary ISIN: US88362T1034 Primary SEDOL: B3N6F00

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director John U. Clarke Mgmt For For

1.2 Elect Director Linda A. Dalgetty Mgmt For For

1.3 Elect Director Roger L. Fix Mgmt For For

1.4 Elect Director Marcus J. George Mgmt For For

1.5 Elect Director Kevin J. McGinty Mgmt For For

1.6 Elect Director John T. Nesser, III Mgmt For For

1.7 Elect Director Michael W. Press Mgmt For For

1.8 Elect Director Bruce A. Thames Mgmt For For

2 Ratify KPMG LLP as Auditor Mgmt For For

4 Approve Omnibus Stock Plan Mgmt For For

Tidewater, Inc.

Meeting Date: 07/28/2020 Country: USA Meeting Type: Annual Ticker: TDW

Primary ISIN: US88642R1095 Primary SEDOL: BDFGDQ0

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Dick Fagerstal Mgmt For For

1b Elect Director Quintin V. Kneen Mgmt For For

1c Elect Director Louis A. Raspino Mgmt For For

Page 290 of 327

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Tidewater, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1d Elect Director Larry T. Rigdon Mgmt For For

1e Elect Director Kenneth H. Traub Mgmt For For

1f Elect Director Lois K. Zabrocky Mgmt For For

2 Adopt NOL Rights Plan (NOL Pill) Mgmt For For

4 Ratify Deloitte & Touche LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

Token Corp.

Meeting Date: 07/29/2020 Country: Japan Meeting Type: Annual Ticker: 1766

Primary ISIN: JP3590900001 Primary SEDOL: 6898447

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 220

2.1 Appoint Statutory Auditor Hotta, Eiichiro Mgmt For For

2.2 Appoint Statutory Auditor Mitsuya, Masahiro Mgmt For For

2.3 Appoint Statutory Auditor Kitamura, Akemi Mgmt For For

3 Approve Director Retirement Bonus Mgmt For Against

Voter Rationale: There should be disclosure of the total award of retirement bonuses.

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Toppan Printing Co., Ltd.

Meeting Date: 07/21/2020 Country: Japan Meeting Type: Annual Ticker: 7911

Primary ISIN: JP3629000005 Primary SEDOL: 6897024

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Kaneko, Shingo Mgmt For For

1.2 Elect Director Maro, Hideharu Mgmt For For

1.3 Elect Director Maeda, Yukio Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.4 Elect Director Okubo, Shinichi Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.5 Elect Director Arai, Makoto Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.6 Elect Director Ezaki, Sumio Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.7 Elect Director Ueki, Tetsuro Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.8 Elect Director Yamano, Yasuhiko Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.9 Elect Director Nakao, Mitsuhiro Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.10 Elect Director Kotani, Yuichiro Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.11 Elect Director Sakai, Kazunori Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.12 Elect Director Saito, Masanori Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

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Toppan Printing Co., Ltd.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.13 Elect Director Kurobe, Takashi Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.14 Elect Director Noma, Yoshinobu Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

1.15 Elect Director Toyama, Ryoko Mgmt For For

1.16 Elect Director Nakabayashi, Mieko Mgmt For For

2 Appoint Statutory Auditor Kakiuchi, Keiko Mgmt For For

Toshiba Corp.

Meeting Date: 07/31/2020 Country: Japan Meeting Type: Annual Ticker: 6502

Primary ISIN: JP3592200004 Primary SEDOL: 6897217

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Amend Articles to Restore Shareholder Authority Mgmt For For to Vote on Share Buybacks - Restore Shareholder Authority to Vote on Income Allocation

2.1 Elect Director Tsunakawa, Satoshi Mgmt For For

2.2 Elect Director Kurumatani, Nobuaki Mgmt For For

2.3 Elect Director Furuta, Yuki Mgmt For For

2.4 Elect Director Ota, Junji Mgmt For For

2.5 Elect Director Kobayashi, Nobuyuki Mgmt For For

2.6 Elect Director Yamauchi, Takashi Mgmt For For

2.7 Elect Director Fujimori, Yoshiaki Mgmt For For

2.8 Elect Director Paul J. Brough Mgmt For For

2.9 Elect Director Ayako Hirota Weissman Mgmt For For

2.10 Elect Director Jerome Thomas Black Mgmt For For

2.11 Elect Director George Raymond Zage III Mgmt For For

2.12 Elect Director Nagayama, Osamu Mgmt For For

3.1 Elect Shareholder Director Nominee Allen Chu SH Against Against

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Toshiba Corp.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

3.2 Elect Shareholder Director Nominee Shimizu, SH Against Against Yuya

4.1 Elect Shareholder Director Nominee Takeuchi, SH Against Against Akira

4.2 Elect Shareholder Director Nominee Sugiyama, SH Against Against Tadaaki

4.3 Elect Shareholder Director Nominee Imai, SH Against Against Yoichiro

TowneBank

Meeting Date: 07/15/2020 Country: USA Meeting Type: Annual Ticker: TOWN

Primary ISIN: US89214P1093 Primary SEDOL: B018PR4

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Jeffrey F. Benson Mgmt For Withhold

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.

1.2 Elect Director Douglas D. Ellis Mgmt For For

1.3 Elect Director John W. Failes Mgmt For Withhold

1.4 Elect Director William I. Foster, III Mgmt For For

1.5 Elect Director Robert C. Hatley Mgmt For Withhold

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.

1.6 Elect Director Howard J. Jung Mgmt For For

1.7 Elect Director Stephanie Marioneaux Mgmt For For

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TowneBank

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.8 Elect Director Juan M. Montero, II Mgmt For Withhold

1.9 Elect Director Thomas K. Norment, Jr. Mgmt For For

1.10 Elect Director Brad E. Schwartz Mgmt For For

1.11 Elect Director Alan S. Witt Mgmt For Withhold

2 Ratify Dixon Hughes Goodman LLP as Auditors Mgmt For Against

Townsquare Media, Inc.

Meeting Date: 08/06/2020 Country: USA Meeting Type: Annual Ticker: TSQ

Primary ISIN: US8922311019 Primary SEDOL: BP84RX0

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Stephen Kaplan Mgmt For Withhold

Voter Rationale: WITHHOLD votes are warranted for Stephen Kaplan and Bill Wilson given the board's failure to remove, or subject to a sunset requirement, the pop-up supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.

1.2 Elect Director Bill Wilson Mgmt For For

2 Ratify BDO USA, LLP as Auditors Mgmt For For

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Townsquare Media, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: Severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.Furthermore, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.In addition, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.Also, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders.Lastly, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.

4 Advisory Vote on Say on Pay Frequency Mgmt Three Years One Year

Voter Rationale: A vote for the adoption of an ANNUAL say-on-pay frequency is warranted.

5 Require a Majority Vote for the Election of SH Against For Directors Voter Rationale: Directors should receive majority support from shareholders in order to be elected. Plurality voting allows directors with only minority support to be appointed to the board. The board should take decisive action and introduce a binding majority voting standard.

Transcat, Inc.

Meeting Date: 09/09/2020 Country: USA Meeting Type: Annual Ticker: TRNS

Primary ISIN: US8935291075 Primary SEDOL: 2901714

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Richard J. Harrison Mgmt For For

1.2 Elect Director Gary J. Haseley Mgmt For For

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Transcat, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.3 Elect Director John T. Smith Mgmt For For

2 Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.Moreover, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

3 Ratify Freed Maxick CPAs, P.C. as Auditors Mgmt For For

TSURUHA Holdings, Inc.

Meeting Date: 08/11/2020 Country: Japan Meeting Type: Annual Ticker: 3391

Primary ISIN: JP3536150000 Primary SEDOL: B0MKZN5

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Amend Articles to Amend Business Lines Mgmt For For

2.1 Elect Director Tsuruha, Tatsuru Mgmt For For

2.2 Elect Director Tsuruha, Jun Mgmt For For

2.3 Elect Director Goto, Teruaki Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.4 Elect Director Ogawa, Hisaya Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.5 Elect Director Mitsuhashi, Shinya Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.6 Elect Director Murakami, Shoichi Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

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TSURUHA Holdings, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

2.7 Elect Director Atsumi, Fumiaki Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.8 Elect Director Abe, Mitsunobu Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.9 Elect Director Okada, Motoya Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.10 Elect Director Fujii, Fumiyo Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.11 Elect Director Sato, Harumi Mgmt For For

2.12 Elect Director Yahata, Masahiro Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

3 Appoint Alternate Statutory Auditor Yamazaki, Mgmt For For Mikine

4 Approve Stock Option Plan Mgmt For Against

Tucows Inc.

Meeting Date: 09/08/2020 Country: USA Meeting Type: Annual Ticker: TCX

Primary ISIN: US8986972060 Primary SEDOL: BHCQVP6

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Allen Karp Mgmt For Withhold

1.2 Elect Director Rawleigh H. Ralls Mgmt For For

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Tucows Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.3 Elect Director Jeffrey Schwartz Mgmt For Withhold

1.4 Elect Director Erez Gissin Mgmt For Withhold

1.5 Elect Director Robin Chase Mgmt For For

1.6 Elect Director Elliot Noss Mgmt For For

1.7 Elect Director Brad Burnham Mgmt For For

2 Amend Omnibus Stock Plan Mgmt For Against

Voter Rationale: This plan could lead to excessive dilution. The disclosure of change-in-control vesting treatment is incomplete and the plan allows broad discretion to accelerate vesting.In addition, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders.

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.Also, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

4 Advisory Vote on Say on Pay Frequency Mgmt Three Years One Year

5 Ratify KPMG LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

U.S. Physical Therapy, Inc.

Meeting Date: 08/18/2020 Country: USA Meeting Type: Annual Ticker: USPH

Primary ISIN: US90337L1089 Primary SEDOL: 2911166

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U.S. Physical Therapy, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Edward L. Kuntz Mgmt For For

1.2 Elect Director Christopher J. Reading Mgmt For For

1.3 Elect Director Lawrance W. McAfee Mgmt For For

1.4 Elect Director Mark J. Brookner Mgmt For Withhold

1.5 Elect Director Harry S. Chapman Mgmt For For

1.6 Elect Director Bernard A. Harris, Jr. Mgmt For Withhold

1.7 Elect Director Kathleen A. Gilmartin Mgmt For For

1.8 Elect Director Regg E. Swanson Mgmt For Withhold

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.

1.9 Elect Director Clayton K. Trier Mgmt For Withhold

2 Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation Voter Rationale: Incentive awards to executives should include robust performance targets that reward strong performance and drive shareholder value over a sufficiently long period of time defined as at least three years.In addition, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

3 Ratify Grant Thornton LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

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U.S. Physical Therapy, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

4 Other Business Mgmt None Against

Voter Rationale: Any Other Business should not be a voting item.

Ubisoft Entertainment SA

Meeting Date: 07/02/2020 Country: France Meeting Type: Annual/Special Ticker: UBI

Primary ISIN: FR0000054470 Primary SEDOL: B1L3CS6

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

Ordinary Business Mgmt

1 Approve Financial Statements and Statutory Mgmt For For Reports

2 Approve Treatment of Losses Mgmt For For

3 Approve Consolidated Financial Statements and Mgmt For For Statutory Reports

4 Approve Auditors' Special Report on Mgmt For For Related-Party Transactions Mentioning the Absence of New Transactions

5 Approve Compensation of Corporate Officers Mgmt For For

6 Approve Compensation of Yves Guillemot, Mgmt For For Chairman and CEO Voter Rationale: Companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.

7 Approve Compensation of Claude Guillemot, Mgmt For For Vice-CEO Voter Rationale: Companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.

8 Approve Compensation of Michel Guillemot, Mgmt For For Vice-CEO Voter Rationale: Companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.

9 Approve Compensation of Gerard Guillemot, Mgmt For For Vice-CEO Voter Rationale: Companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.

10 Approve Compensation of Christian Guillemot, Mgmt For For Vice-CEO Voter Rationale: Companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.

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Ubisoft Entertainment SA

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

11 Approve Remuneration Policy for Chairman and Mgmt For For CEO Voter Rationale: Companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Also, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

12 Approve Remuneration Policy for Vice-CEOs Mgmt For For

Voter Rationale: Companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Also, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

13 Approve Remuneration Policy of Directors Mgmt For For

14 Reelect Yves Guillemot as Director Mgmt For For

15 Reelect Gerard Guillemot as Director Mgmt For For

16 Reelect Florence Naviner as Director Mgmt For Against

17 Elect John Parkes as Representative of Mgmt For Against Employee Shareholders to the Board Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.

18 Authorize Repurchase of Up to 10 Percent of Mgmt For For Issued Share Capital

Extraordinary Business Mgmt

19 Authorize Decrease in Share Capital via Mgmt For For Cancellation of Repurchased Shares

20 Authorize Capitalization of Reserves of Up to Mgmt For For EUR 10 Million for Bonus Issue or Increase in Par Value

21 Authorize Issuance of Equity or Equity-Linked Mgmt For For Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 1.45 Million

22 Authorize Issuance of Equity or Equity-Linked Mgmt For For Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 0.85 Million

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Ubisoft Entertainment SA

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

23 Approve Issuance of Equity or Equity-Linked Mgmt For For Securities for Private Placements, up to Aggregate Nominal Amount of EUR 0.85 Million

24 Authorize Capital Increase of up to 10 Percent Mgmt For For of Issued Capital for Contributions in Kind

25 Authorize Capital Issuances for Use in Employee Mgmt For For Stock Purchase Plans

26 Authorize Capital Issuances for Use in Employee Mgmt For For Stock Purchase Plans (International Subsidiaries)

27 Authorize Capital Issuances for Use in Employee Mgmt For For Stock Purchase Plans, Reserved for Employees and Corporate Officers of International Subsidiaries (Specific Countries)

28 Authorize up to 1 Percent of Issued Capital for Mgmt For Against Use in Stock Option Plans to Employees, Excluding Corporate Executive Officers Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.Further, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

29 Authorize up to 0.2 Percent of Issued Capital for Mgmt For For Use in Stock Option Plans to Corporate Executive Officers Voter Rationale: Companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. Further, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

30 Set Total Limit for Capital Increase to Result Mgmt For For from Issuance Requests Under Items 21-27 at EUR 4 Million

31 Amend Article 8 of Bylaws Re: Employee Mgmt For For Representatives

32 Amend Article 12 of Bylaws Re: CEO and Mgmt For Against Vice-CEO Age Limit Voter Rationale: Any limitation of directors' tenure should be expressed as a number of terms rather than age of individual board members.

33 Amend Articles of Bylaws to Comply with Legal Mgmt For For Changes

34 Delegate Powers to the Board to Amend Bylaws Mgmt For Against to Comply with Legal Changes Voter Rationale: Changes in company's articles or by-laws should not erode shareholder rights.

35 Authorize Filing of Required Documents/Other Mgmt For For Formalities

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Ultralife Corporation

Meeting Date: 07/22/2020 Country: USA Meeting Type: Annual Ticker: ULBI

Primary ISIN: US9038991025 Primary SEDOL: 2909064

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Michael D. Popielec Mgmt For For

1.2 Elect Director Thomas L. Saeli Mgmt For For

1.3 Elect Director Robert W. Shaw, II Mgmt For For

1.4 Elect Director Ranjit C. Singh Mgmt For Withhold

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.Furthermore, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.Also, the Company should put in place a policy that aims to increase gender diversity on the board. Our expectation is that there be at least one female director on the board for a company of this size.

1.5 Elect Director Bradford T. Whitmore Mgmt For Withhold

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.Furthermore, directors with long board tenures should not serve on committees that require absolute independence.Moreover, directors who represent major shareholders are not sufficiently independent to serve on key committees as their interests may not be well aligned with the wider group of shareholders..The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

2 Ratify Freed Maxick CPAs, P.C. as Auditors Mgmt For For

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.Furthermore, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.In addition, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

4 Advisory Vote on Say on Pay Frequency Mgmt Three Years One Year

Voter Rationale: A vote for the adoption of an ANNUAL say-on-pay frequency is warranted.

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ULVAC, Inc.

Meeting Date: 09/29/2020 Country: Japan Meeting Type: Annual Ticker: 6728

Primary ISIN: JP3126190002 Primary SEDOL: 6599483

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 80

2.1 Elect Director Iwashita, Setsuo Mgmt For For

2.2 Elect Director Motoyoshi, Mitsuru Mgmt For For

2.3 Elect Director Matsudai, Masasuke Mgmt For For

2.4 Elect Director Choong Ryul Paik Mgmt For For

2.5 Elect Director Nishi, Hiroyuki Mgmt For For

2.6 Elect Director Uchida, Norio Mgmt For For

2.7 Elect Director Ishida, Kozo Mgmt For For

2.8 Elect Director Nakajima, Yoshimi Mgmt For For

3 Appoint Alternate Statutory Auditor Nonaka, Mgmt For For Takao

Unilever NV

Meeting Date: 09/21/2020 Country: Netherlands Meeting Type: Special Ticker: UNA

Primary ISIN: NL0000388619 Primary SEDOL: B1527V7

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

Special Meeting Agenda Mgmt

1 Amend Articles Re: Unification Mgmt For For

2 Approve Unification Mgmt For For

3 Approve Discharge of Executive Directors Mgmt For For

4 Approve Discharge of Non-Executive Directors Mgmt For For

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Unipres Corp.

Meeting Date: 07/30/2020 Country: Japan Meeting Type: Annual Ticker: 5949

Primary ISIN: JP3952550006 Primary SEDOL: 6985695

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Allocation of Income, With a Final Mgmt For For Dividend of JPY 27.5

2.1 Elect Director Uranishi, Nobuya Mgmt For For

2.2 Elect Director Ogoshi, Hideki Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.3 Elect Director Shiokawa, Shinji Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.4 Elect Director Morita, Yukihiko Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.5 Elect Director Miura, Kenji Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.6 Elect Director Endo, Satoru Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

3.1 Elect Director and Audit Committee Member Mgmt For Against Asahi, Shigeru Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

3.2 Elect Director and Audit Committee Member Mgmt For For Yoshiba, Hiroko

3.3 Elect Director and Audit Committee Member Mgmt For For Nishiyama, Shigeru

Utah Medical Products, Inc.

Meeting Date: 08/07/2020 Country: USA Meeting Type: Annual Ticker: UTMD

Primary ISIN: US9174881089 Primary SEDOL: 2925899

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Utah Medical Products, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Ernst G. Hoyer Mgmt For Withhold

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Furthermore, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.Moreover, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.In addition. this director is not sufficiently independent to serve as the independent lead director.Also, the board has permitted a poison pill. The best defense against a take-over is strong management and a successful strategy. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and last for a limited time.

1.2 Elect Director James H. Beeson Mgmt For Withhold

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Furthermore, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.Moreover, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.In addition, the board has permitted a poison pill. The best defense against a take-over is strong management and a successful strategy. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and last for a limited time.

2 Ratify Haynie & Company as Auditors Mgmt For For

3 Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation Voter Rationale: Severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.Furthermore, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholdersMoreover, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

UUUM Co., Ltd.

Meeting Date: 08/25/2020 Country: Japan Meeting Type: Annual Ticker: 3990

Primary ISIN: JP3154080000 Primary SEDOL: BDVL080

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UUUM Co., Ltd.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Amend Articles to Change Company Name - Mgmt For For Amend Business Lines - Amend Provisions on Number of Directors

2.1 Elect Director Kamada, Kazuki Mgmt For Against

Voter Rationale: The board lacks sufficient diversity to meet our expectations.

2.2 Elect Director Umekage, Tadayuki Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.3 Elect Director Nakao, Mitsuhiro Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.4 Elect Director Watanabe, Takashi Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.5 Elect Director Ichikawa, Yoshinori Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

2.6 Elect Director Yamada, Yusuke Mgmt For Against

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

3 Elect Director and Audit Committee Member Mgmt For Against Kawashima, Yuta Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.The audit committee should be majority independent – and companies should strive to make them fully independent.

4 Elect Alternate Director and Audit Committee Mgmt For Against Member Kato, Masahiro Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.The audit committee should be majority independent - and companies should strive to make them fully independent.

Veritone, Inc.

Meeting Date: 07/24/2020 Country: USA Meeting Type: Annual Ticker: VERI

Primary ISIN: US92347M1009 Primary SEDOL: BD6R102

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Veritone, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director G. Louis Graziadio, III Mgmt For Withhold

1.2 Elect Director Chad Steelberg Mgmt For For

1.3 Elect Director Ryan Steelberg Mgmt For For

2 Ratify Grant Thornton LLP as Auditors Mgmt For For

3 Approve Repricing of Options Mgmt For Against

Voter Rationale: Reducing the strike price of options already granted after the stock price has fallen undermines any employee incentive strategy and is not aligned with the interests of shareholders.

Verso Corporation

Meeting Date: 08/05/2020 Country: USA Meeting Type: Annual Ticker: VRS

Primary ISIN: US92531L2079 Primary SEDOL: BYN9TR1

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Robert K. Beckler Mgmt For For

1b Elect Director Marvin Cooper Mgmt For For

1c Elect Director Sean T. Erwin Mgmt For For

1d Elect Director Jeffrey E. Kirt Mgmt For For

1e Elect Director Randy J. Nebel Mgmt For For

1f Elect Director Adam St. John Mgmt For For

1g Elect Director Nancy M. Taylor Mgmt For For

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Verso Corporation

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

3 Ratify Deloitte & Touche LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

VF Corporation

Meeting Date: 07/28/2020 Country: USA Meeting Type: Annual Ticker: VFC

Primary ISIN: US9182041080 Primary SEDOL: 2928683

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Richard T. Carucci Mgmt For For

1.2 Elect Director Juliana L. Chugg Mgmt For For

1.3 Elect Director Benno Dorer Mgmt For For

1.4 Elect Director Mark S. Hoplamazian Mgmt For For

1.5 Elect Director Laura W. Lang Mgmt For For

1.6 Elect Director W. Alan McCollough Mgmt For Withhold

1.7 Elect Director W. Rodney McMullen Mgmt For For

1.8 Elect Director Clarence Otis, Jr. Mgmt For Withhold

1.9 Elect Director Steven E. Rendle Mgmt For For

1.10 Elect Director Carol L. Roberts Mgmt For For

1.11 Elect Director Matthew J. Shattock Mgmt For For

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SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

VF Corporation

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.12 Elect Director Veronica B. Wu Mgmt For For

3 Ratify PricewaterhouseCoopers LLP as Auditors Mgmt For Against

ViaSat, Inc.

Meeting Date: 09/03/2020 Country: USA Meeting Type: Annual Ticker: VSAT

Primary ISIN: US92552V1008 Primary SEDOL: 2946243

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Mark Dankberg Mgmt For For

1b Elect Director Varsha Rao Mgmt For For

2 Ratify PricewaterhouseCoopers LLP as Auditors Mgmt For Against

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.Also, severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.In addition, the remuneration committee should not allow vesting of incentive awards for below median performance as this is considered to be rewarding under performance of peers.Moreover, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

4 Amend Omnibus Stock Plan Mgmt For Against

Voter Rationale: This plan could lead to excessive dilution.Also, incentive plans that allow for loans to exercise options are inconsistent with good practice and should be eliminated.

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Vista Outdoor Inc.

Meeting Date: 08/04/2020 Country: USA Meeting Type: Annual Ticker: VSTO

Primary ISIN: US9283771007 Primary SEDOL: BVGC697

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Tig H. Krekel Mgmt For For

1b Elect Director Gary L. McArthur Mgmt For For

1c Elect Director Mark A. Gottfredson Mgmt For For

1d Elect Director Christopher T. Metz Mgmt For For

1e Elect Director Michael D. Robinson Mgmt For For

1f Elect Director Frances P. Philip Mgmt For For

1g Elect Director Lynn M. Utter Mgmt For For

3 Ratify Deloitte & Touche LLP as Auditors Mgmt For For

4 Approve Omnibus Stock Plan Mgmt For For

Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.

Vistry Group Plc

Meeting Date: 07/14/2020 Country: United Kingdom Meeting Type: Special Ticker: VTY

Primary ISIN: GB0001859296 Primary SEDOL: 0185929

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve the Bonus Issue Mgmt For For

2 Authorise Issue of Bonus Issue Shares Mgmt For For

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VMware, Inc.

Meeting Date: 07/15/2020 Country: USA Meeting Type: Annual Ticker: VMW

Primary ISIN: US9285634021 Primary SEDOL: B23SN61

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director Anthony Bates Mgmt For For

3 Ratify PricewaterhouseCoopers LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

Vodafone Group Plc

Meeting Date: 07/28/2020 Country: United Kingdom Meeting Type: Annual Ticker: VOD

Primary ISIN: GB00BH4HKS39 Primary SEDOL: BH4HKS3

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Accept Financial Statements and Statutory Mgmt For For Reports

2 Elect Jean-Francois van Boxmeer as Director Mgmt For For

3 Re-elect Gerard Kleisterlee as Director Mgmt For For

4 Re-elect Nick Read as Director Mgmt For For

5 Re-elect Margherita Della Valle as Director Mgmt For For

6 Re-elect Sir Crispin Davis as Director Mgmt For For

7 Re-elect Michel Demare as Director Mgmt For For

8 Re-elect Dame Clara Furse as Director Mgmt For For

9 Re-elect Valerie Gooding as Director Mgmt For For

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Vodafone Group Plc

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

10 Re-elect Renee James as Director Mgmt For For

11 Re-elect Maria Amparo Moraleda Martinez as Mgmt For For Director

12 Re-elect Sanjiv Ahuja as Director Mgmt For For

13 Re-elect David Thodey as Director Mgmt For Against

14 Re-elect David Nish as Director Mgmt For For

15 Approve Final Dividend Mgmt For For

16 Approve Remuneration Policy Mgmt For Against

Voter Rationale: An element of the annual bonus is not deferred once directors have mat the shareholding guideline. Deferred bonus is much more easily recovered in the unlikely and unwelcome event of a malus/clawback scenario.

17 Approve Remuneration Report Mgmt For For

18 Reappoint Ernst & Young LLP as Auditors Mgmt For For

19 Authorise the Audit and Risk Committee to Fix Mgmt For For Remuneration of Auditors

20 Authorise Issue of Equity Mgmt For For

21 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights

22 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights in Connection with an Acquisition or Other Capital Investment

23 Authorise Market Purchase of Ordinary Shares Mgmt For For

24 Authorise EU Political Donations and Mgmt For For Expenditure

25 Authorise the Company to Call General Meeting Mgmt For For with Two Weeks' Notice

26 Approve Share Incentive Plan Mgmt For For

Volkswagen AG

Meeting Date: 09/30/2020 Country: Germany Meeting Type: Annual Ticker: VOW3

Primary ISIN: DE0007664039 Primary SEDOL: 5497168

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Volkswagen AG

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Receive Financial Statements and Statutory Mgmt Reports for Fiscal 2019 (Non-Voting)

2 Approve Allocation of Income and Dividends of Mgmt For For EUR 4.80 per Ordinary Share and EUR 4.86 per Preferred Share

3.1 Approve Discharge of Management Board Mgmt For Against Member H. Diess for Fiscal 2019 Voter Rationale: We voted against the discharge of all management and supervisory board members because of ongoing concerns about the company's governance and internal controls: In fiscal 2019, Volkswagen AG paid a settlement of EUR 830 million to over 260,000 plaintiffs in relation to the diesel emissions scandal. The current work's council chair Bernd Osterloh is currently under criminal investigation for allegations of aiding and abetting in the embezzlement of several million euros. There are ongoing legal and civil actions and we have concerns over the company's continued poor response to the diesel crisis. There continue to be substantial monetary and reputational costs to the company that continue to be borne by shareholders as a result of the diesel emissions scandal.

3.2 Approve Discharge of Management Board Mgmt For Against Member O. Blume for Fiscal 2019

3.3 Approve Discharge of Management Board Mgmt For Against Member J. Heizmann (until Oct. 1, 2019) for Fiscal 2019

3.4 Approve Discharge of Management Board Mgmt For Against Member G. Kilian for Fiscal 2019

3.5 Approve Discharge of Management Board Mgmt For Against Member A. Renschler for Fiscal 2019

3.6 Approve Discharge of Management Board Mgmt For Against Member A. Schot for Fiscal 2019

3.7 Approve Discharge of Management Board Mgmt For Against Member S. Sommer for Fiscal 2019

3.8 Approve Discharge of Management Board Mgmt For Against Member H. D. Werner for Fiscal 2019

3.9 Approve Discharge of Management Board Mgmt For Against Member F. Witter for Fiscal 2019

4.1 Approve Discharge of Supervisory Board Mgmt For Against Member H.D. Poetsch for Fiscal 2019 Voter Rationale: We voted against the discharge of all management and supervisory board members because of ongoing concerns about the company's governance and internal controls: In fiscal 2019, Volkswagen AG paid a settlement of EUR 830 million to over 260,000 plaintiffs in relation to the diesel emissions scandal. The current work's council chair Bernd Osterloh is currently under criminal investigation for allegations of aiding and abetting in the embezzlement of several million euros. There are ongoing legal and civil actions and we have concerns over the company's continued poor response to the diesel crisis. There continue to be substantial monetary and reputational costs to the company that continue to be borne by shareholders as a result of the diesel emissions scandal.

4.2 Approve Discharge of Supervisory Board Mgmt For Against Member J. Hofmann for Fiscal 2019

4.3 Approve Discharge of Supervisory Board Mgmt For Against Member H.A. Al Abdulla for Fiscal 2019

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Volkswagen AG

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

4.4 Approve Discharge of Supervisory Board Mgmt For Against Member H. S. Al Jaber for Fiscal 2019

4.5 Approve Discharge of Supervisory Board Mgmt For Against Member B. Althusmann for Fiscal 2019

4.6 Approve Discharge of Supervisory Board Mgmt For Against Member B. Dietze (until May 31, 2019) for Fiscal 2019

4.7 Approve Discharge of Supervisory Board Mgmt For Against Member H.-P. Fischer for Fiscal 2019

4.8 Approve Discharge of Supervisory Board Mgmt For Against Member M. Heiss for Fiscal 2019

4.9 Approve Discharge of Supervisory Board Mgmt For Against Member U. Hueck (until Feb. 8, 2019) for Fiscal 2019

4.10 Approve Discharge of Supervisory Board Mgmt For Against Member J. Jaervklo for Fiscal 2019

4.11 Approve Discharge of Supervisory Board Mgmt For Against Member U. Jakob for Fiscal 2019

4.12 Approve Discharge of Supervisory Board Mgmt For Against Member L. Kiesling for Fiscal 2019

4.13 Approve Discharge of Supervisory Board Mgmt For Against Member P. Mosch for Fiscal 2019

4.14 Approve Discharge of Supervisory Board Mgmt For Against Member B. Murkovic for Fiscal 2019

4.15 Approve Discharge of Supervisory Board Mgmt For Against Member B. Osterloh for Fiscal 2019

4.16 Approve Discharge of Supervisory Board Mgmt For Against Member H.M. Piech for Fiscal 2019

4.17 Approve Discharge of Supervisory Board Mgmt For Against Member F.O. Porsche for Fiscal 2019

4.18 Approve Discharge of Supervisory Board Mgmt For Against Member W. Porsche for Fiscal 2019

4.19 Approve Discharge of Supervisory Board Mgmt For Against Member C. Schoenhardt (from June 21, 2019)for Fiscal 2019

4.20 Approve Discharge of Supervisory Board Mgmt For Against Member A. Stimoniaris for Fiscal 2019

4.21 Approve Discharge of Supervisory Board Mgmt For Against Member S. Weil for Fiscal 2019

4.22 Approve Discharge of Supervisory Board Mgmt For Against Member W. Weresch (from Feb. 21, 2019) for Fiscal 2019

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Volkswagen AG

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

5 Elect Hussain Abdulla to the Supervisory Board Mgmt For Against

6 Amend Articles Re: Proof of Entitlement Mgmt For For

7.1 Ratify Ernst & Young GmbH as Auditors for Mgmt For For Fiscal 2020

7.2 Ratify Ernst & Young GmbH as Auditors for the Mgmt For For Consolidated Interim Financial Statements and Interim Management Report until Sep. 30, 2020 and the First Quarter of Fiscal 2021

VOXX International Corporation

Meeting Date: 08/17/2020 Country: USA Meeting Type: Annual Ticker: VOXX

Primary ISIN: US91829F1049 Primary SEDOL: B432Y19

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Peter A. Lesser Mgmt For Withhold

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Furthermore, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

1.2 Elect Director Denise Waund Gibson Mgmt For For

1.3 Elect Director John Adamovich, Jr. Mgmt For For

1.4 Elect Director John J. Shalam Mgmt For For

Voter Rationale: The board should act with accountability to the investors it represents and take action on majority shareholder votes.Furthermore, we oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders.Moreover, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

1.5 Elect Director Patrick M. Lavelle Mgmt For For

Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders

1.6 Elect Director Charles M. Stoehr Mgmt For For

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VOXX International Corporation

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.7 Elect Director Ari M. Shalam Mgmt For Withhold

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.

2 Amend Restricted Stock Plan Mgmt For For

Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.Furthermore, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.Moreover, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholdersIn addition, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

4 Ratify Grant Thornton LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

Weichai Power Co., Ltd.

Meeting Date: 07/31/2020 Country: China Meeting Type: Special Ticker: 2338

Primary ISIN: CNE1000004L9 Primary SEDOL: 6743956

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

EGM BALLOT FOR HOLDERS OF A SHARES Mgmt

1 Approve Grant of the Guarantees by the Mgmt For For Company for the Benefit of Weichai Power Hong Kong International Development Co., Limited in Respect of Certain Loans

Willis Towers Watson Public Limited Company

Meeting Date: 08/26/2020 Country: Ireland Meeting Type: Court Ticker: WLTW

Primary ISIN: IE00BDB6Q211 Primary SEDOL: BDB6Q21

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Willis Towers Watson Public Limited Company

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

Court Meeting Mgmt

1 Approve Scheme of Arrangement Mgmt For For

Willis Towers Watson Public Limited Company

Meeting Date: 08/26/2020 Country: Ireland Meeting Type: Special Ticker: WLTW

Primary ISIN: IE00BDB6Q211 Primary SEDOL: BDB6Q21

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Scheme of Arrangement Mgmt For For

2 Amend Articles Mgmt For For

3 Advisory Vote on Golden Parachutes Mgmt For For

4 Adjourn Meeting Mgmt For For

Wizz Air Holdings Plc

Meeting Date: 07/28/2020 Country: Jersey Meeting Type: Annual Ticker: WIZZ

Primary ISIN: JE00BN574F90 Primary SEDOL: BN574F9

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Accept Financial Statements and Statutory Mgmt For For Reports

2 Approve Remuneration Report Mgmt For Against

Voter Rationale: A vote AGAINST the remuneration report is considered warranted:* The CEO received a discretionary bonus award of EUR 532,714. The normal bonus outturn produced no payout, as the Company fell short of the minimum profit target set for FY2020.

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Wizz Air Holdings Plc

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

3 Re-elect William Franke as Director Mgmt For For

Voter Rationale: The chair should not remain in post beyond nine years from the date of their first appointment to the board.Also, females represent less than 30 percent. We do note the improvement in diversity in recent years and encourage the chair to continue progress.

4 Re-elect Jozsef Varadi as Director Mgmt For For

5 Re-elect Simon Duffy as Director Mgmt For For

6 Re-elect Simon Duffy as Director (Independent Mgmt For For Shareholder Vote)

7 Re-elect Stephen Johnson as Director Mgmt For For

8 Re-elect Barry Eccleston as Director Mgmt For For

9 Re-elect Barry Eccleston as Director Mgmt For For (Independent Shareholder Vote)

10 Re-elect Peter Agnefjall as Director Mgmt For For

11 Re-elect Peter Agnefjall as Director Mgmt For For (Independent Shareholder Vote)

12 Re-elect Maria Kyriacou as Director Mgmt For For

13 Re-elect Maria Kyriacou as Director Mgmt For For (Independent Shareholder Vote)

14 Re-elect Andrew Broderick as Director Mgmt For For

15 Elect Charlotte Pedersen as Director Mgmt For For

16 Elect Charlotte Pedersen as Director Mgmt For For (Independent Shareholder Vote)

17 Reappoint PricewaterhouseCoopers LLP as Mgmt For For Auditors Voter Rationale: Companies who have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

18 Authorise Board and/or the Audit Committee to Mgmt For For Fix Remuneration of Auditors Voter Rationale: Companies who have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

19 Authorise Issue of Equity Mgmt For For

20 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights

21 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights in Connection with an Acquisition or Specified Capital Investment

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World Acceptance Corporation

Meeting Date: 08/18/2020 Country: USA Meeting Type: Annual Ticker: WRLD

Primary ISIN: US9814191048 Primary SEDOL: 2981181

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Ken R. Bramlett, Jr. Mgmt For Withhold

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Furthermore, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.Moreover, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

1.2 Elect Director R. Chad Prashad Mgmt For For

1.3 Elect Director Scott J. Vassalluzzo Mgmt For Withhold

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Furthermore, directors who represent major shareholders are not sufficiently independent to serve on key committees as their interests may not be well aligned with the wider group of shareholders.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.Moreover, the Company should put in place a policy that aims to increase gender diversity on the board. Our expectation is that there be at least one female director on the board for a company of this size.

1.4 Elect Director Charles D. Way Mgmt For Withhold

1.5 Elect Director Darrell E. Whitaker Mgmt For For

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

3 Ratify RSM US LLP as Auditors Mgmt For For

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World Wrestling Entertainment, Inc.

Meeting Date: 07/16/2020 Country: USA Meeting Type: Annual Ticker: WWE

Primary ISIN: US98156Q1085 Primary SEDOL: 2503529

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Vincent K. McMahon Mgmt For For

Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.In addition, we oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders.Moreover, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

1.2 Elect Director Stephanie McMahon Levesque Mgmt For For

1.3 Elect Director Paul "Triple H" Levesque Mgmt For For

1.4 Elect Director Stuart U. Goldfarb Mgmt For For

1.5 Elect Director Laureen Ong Mgmt For For

1.6 Elect Director Robyn W. Peterson Mgmt For For

1.7 Elect Director Frank A. Riddick, III Mgmt For For

1.8 Elect Director Man Jit Singh Mgmt For For

1.9 Elect Director Jeffrey R. Speed Mgmt For For

1.10 Elect Director Alan M. Wexler Mgmt For For

2 Ratify Deloitte & Touche LLP as Auditors Mgmt For Against

3 Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation Voter Rationale: Incentive awards to executives should include robust performance targets that reward strong performance and drive shareholder value over a sufficiently long period of time defined as at least three years.In addition, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

Worthington Industries, Inc.

Meeting Date: 09/23/2020 Country: USA Meeting Type: Annual Ticker: WOR

Primary ISIN: US9818111026 Primary SEDOL: 2981932

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Worthington Industries, Inc.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Michael J. Endres Mgmt For Withhold

1.2 Elect Director Ozey K. Horton, Jr. Mgmt For For

1.3 Elect Director Peter Karmanos, Jr. Mgmt For Withhold

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.In addition, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.Moreover, directors with long board tenures should not serve on committees that require absolute independence.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectivenessAlso, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

1.4 Elect Director Carl A. Nelson, Jr. Mgmt For Withhold

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.In addition, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.Moreover, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.Furthermore, the lack of a robust anti-pledging policy is concerning and raises questions about audit committee effectiveness in carrying out its risk oversight function. We encourage the committee to adopt a policy ideally prohibiting or severely restricting the pledging of company shares by executives.

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.Moreover, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

3 Amend Stock Option Plan Mgmt For Against

Voter Rationale: This plan could lead to excessive dilution.Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.In addition, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job.Moreover, the company should put clawback provisions in place to enable it to re-coup funds should it identify any facts of manipulation of reported indicators or other bad faith actions which were detrimental to the long-term interests of its shareholders

4 Ratify KPMG LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

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SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

WuXi AppTec Co., Ltd.

Meeting Date: 08/31/2020 Country: China Meeting Type: Special Ticker: 2359

Primary ISIN: CNE100003F19 Primary SEDOL: BGHH0L6

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

EGM BALLOT FOR HOLDERS OF A SHARES Mgmt

1 Approve Adoption of the H Share Award and Mgmt For Against Trust Scheme Voter Rationale: Variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Moreover, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

2 Approve Grant of Awards to the Connected Mgmt For Against Selected Participants Voter Rationale: Variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Moreover, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

3 Approve Authorization to the Board and/or the Mgmt For Against Delegate to Handle Matters Pertaining to the H Share Award and Trust Scheme with Full Authority Voter Rationale: Variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Moreover, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

4 Approve Change of Registered Capital Mgmt For For

5 Amend Articles of Association Mgmt For For

6 Amend Rules and Procedures Regarding General Mgmt For For Meetings of Shareholders

7 Amend Rules and Procedures Regarding Mgmt For For Meetings of Board of Directors

8 Elect Boyang Wu as Supervisor SH For For

9 Approve Adjustment of the Remuneration Mgmt For For Scheme of Supervisors

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SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

Xilinx, Inc.

Meeting Date: 08/05/2020 Country: USA Meeting Type: Annual Ticker: XLNX

Primary ISIN: US9839191015 Primary SEDOL: 2985677

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Dennis Segers Mgmt For Against

1.2 Elect Director Raman K. Chitkara Mgmt For For

1.3 Elect Director Saar Gillai Mgmt For For

1.4 Elect Director Ronald S. Jankov Mgmt For For

1.5 Elect Director Mary Louise Krakauer Mgmt For For

1.6 Elect Director Thomas H. Lee Mgmt For For

1.7 Elect Director Jon A. Olson Mgmt For For

1.8 Elect Director Victor Peng Mgmt For For

1.9 Elect Director Elizabeth W. Vanderslice Mgmt For For

2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: Incentive awards to executives should include robust performance targets that reward strong performance and drive shareholder value over a sufficiently long period of time defined as at least three years.In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

3 Ratify Ernst & Young LLP as Auditors Mgmt For Against

YA-MAN Ltd.

Meeting Date: 07/29/2020 Country: Japan Meeting Type: Annual Ticker: 6630

Primary ISIN: JP3930050004 Primary SEDOL: B4KSB19

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SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

YA-MAN Ltd.

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 1.8

2.1 Elect Director Yamazaki, Kimiyo Mgmt For For

2.2 Elect Director Miyazaki, Masaya Mgmt For For

2.3 Elect Director Toda, Shota Mgmt For For

2.4 Elect Director Ishida, Kazuo Mgmt For For

2.5 Elect Director Kurihara, Takeshi Mgmt For For

3 Appoint Alternate Statutory Auditor Oshiumi, Mgmt For For Kazuaki

4 Approve Director Retirement Bonus Mgmt For For

YELP INC.

Meeting Date: 07/01/2020 Country: USA Meeting Type: Annual Ticker: YELP

Primary ISIN: US9858171054 Primary SEDOL: B7KCD72

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Diane M. Irvine Mgmt For For

1.2 Elect Director Christine Barone Mgmt For For

2 Ratify Deloitte & Touche LLP as Auditors Mgmt For For

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

4 Declassify the Board of Directors Mgmt For For

Voter Rationale: The decision to declassify the board is laudable. The annual election of directors provides greater board accountability to shareholders and is appreciated.

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SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020

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