Blended Rationale: A vote FOR this transaction is warranted, but it is not without concern for shareholders because: * The issue of

Transcription

1 Voting August 018 Schroders is required to publish records of voting in order to achieve compliance with the UK Stewardship Code. According, voting in accordance with our house policy is set out on the following pages.

2 Summary Report Date range covered: 08/01/018 to 08/1/018 CentralNic Group Plc Meeting Date: 08/01/018 Country: United Kingdom Meeting Type: Special Ticker: CNIC Number Text Mgmt Rec 1 Approve Acquisition of the Entire Issued Share Capital of Keydrive S.A. Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration. Authorise Issue of Equity in Connection with the Placing and the Acquisition Blended Rationale: A vote FOR this transaction is warranted, but it is not without concern for shareholders because: * The issue of the consideration shares and placing shares is significantly dilutive to non-participating shareholders; * The placing price represents a substantial discount to the unaffected market price of the Company; and * The Placing involves a related party. The main reasons for support are: * Usage of proceeds of the Placing will be used to part fund the proposed Acquisition (see Item 1), shareholder support for which is considered warranted. Authorise Issue of Equity Pursuant to the Acquisition Agreement Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration. Authorise Issue of Equity without Pre-emptive Rights in Connection with the Placing Blended Rationale: A vote FOR this transaction is warranted, but it is not without concern for shareholders because: * The issue of the consideration shares and placing shares is significantly dilutive to non-participating shareholders; * The placing price represents a substantial discount to the unaffected market price of the Company; and * The Placing involves a related party. The main reasons for support are: * Usage of proceeds of the Placing will be used to part fund the proposed Acquisition (see Item 1), shareholder support for which is considered warranted. Approve Long Term Incentive Plan Blended Rationale: A vote AGAINST the proposed LTIP is warranted for the following reasons: * Vesting of awards granted under this plan may not be conditional on the achievement of pre-set performance hurdles; * Awards can vest over a period of less than three-years, which is not in line with local market standards; and * In the event of a change of control, the vesting of awards is not pro-rated for time and performance. 6 Approve Share Option Plan 7 Authorise Issue of Equity with Pre-emptive Rights Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits. 8 Authorise Issue of Equity without Pre-emptive Rights Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits. CML Microsystems plc Meeting Date: 08/01/018 Country: United Kingdom Ticker: CML

3 Summary Report Date range covered: 08/01/018 to 08/1/018 CML Microsystems plc Number Text Mgmt Rec 1 Accept Financial Statements and Statutory Reports Approve Remuneration Report Blended Rationale: A vote AGAINST this resolution is warranted because: * Vesting of long-term incentive awards granted to the Executive Directors during the year is not conditional on the achievement of performance hurdles. Approve Final Dividend Re-elect Neil Pritchard as Director Blended Rationale: A vote FOR the re-election of Neil Pritchard and Jim Lindop is warranted because no significant concerns have been identified. Re-elect Jim Lindop as Director Blended Rationale: A vote FOR the re-election of Neil Pritchard and Jim Lindop is warranted because no significant concerns have been identified. 6 Authorise the Company to Use Electronic Communications 7 Reappoint RSM UK Audit LLP as Auditors 8 Authorise Board to Fix Remuneration of Auditors 9 Authorise Issue of Equity with Pre-emptive Rights Blended Rationale: Items 9 & 10 A vote FOR these resolutions is warranted because the proposed amount and duration are within recommended limits. Item 11 A vote AGAINST this resolution is warranted because: * The proposed amount exceeds recommended limits stated under the guidelines of the UK's Pre-Emption Group. 10 Authorise Issue of Equity without Pre-emptive Rights r Rationale: Excessive dilution. Blended Rationale: Excessive dilution. 11 Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment Blended Rationale: Items 9 & 10 A vote FOR these resolutions is warranted because the proposed amount and duration are within recommended limits. Item 11 A vote AGAINST this resolution is warranted because: * The proposed amount exceeds recommended limits stated under the guidelines of the UK's Pre-Emption Group. 1 Authorise Market Purchase of Ordinary Shares Dods Group PLC Meeting Date: 08/01/018 Country: United Kingdom Ticker: DODS

4 Summary Report Date range covered: 08/01/018 to 08/1/018 Dods Group PLC Number Text Mgmt Rec 1 Accept Financial Statements and Statutory Reports Reappoint Grant Thornton UK LLP as Auditors Authorise Board to Fix Remuneration of Auditors Elect Angela Entwistle as Director Blended Rationale: Item A vote AGAINST the election of Angela Entwistle is warranted because: * Potential independence issues have been identified and she currently sits on the Audit and Remuneration Committees, and the composition of these Committees does not adhere to UK best practice recommendations for a company of this size. Items to 7 A vote FOR the election/re-election of Mark Smith, Simon Presswell and Diane Lees is warranted because no significant concerns have been identified. Elect Mark Smith as Director Blended Rationale: Item A vote AGAINST the election of Angela Entwistle is warranted because: * Potential independence issues have been identified and she currently sits on the Audit and Remuneration Committees, and the composition of these Committees does not adhere to UK best practice recommendations for a company of this size. Items to 7 A vote FOR the election/re-election of Mark Smith, Simon Presswell and Diane Lees is warranted because no significant concerns have been identified. 6 Elect Simon Presswell as Director Blended Rationale: Item A vote AGAINST the election of Angela Entwistle is warranted because: * Potential independence issues have been identified and she currently sits on the Audit and Remuneration Committees, and the composition of these Committees does not adhere to UK best practice recommendations for a company of this size. Items to 7 A vote FOR the election/re-election of Mark Smith, Simon Presswell and Diane Lees is warranted because no significant concerns have been identified. 7 Re-elect Diane Lees as Director Blended Rationale: Item A vote AGAINST the election of Angela Entwistle is warranted because: * Potential independence issues have been identified and she currently sits on the Audit and Remuneration Committees, and the composition of these Committees does not adhere to UK best practice recommendations for a company of this size. Items to 7 A vote FOR the election/re-election of Mark Smith, Simon Presswell and Diane Lees is warranted because no significant concerns have been identified. 8 Authorise Issue of Equity with Pre-emptive Rights Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits. 9 Authorise Issue of Equity without Pre-emptive Rights Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits. 10 Authorise Market Purchase of Ordinary Shares

5 Summary Report Date range covered: 08/01/018 to 08/1/018 Michael Kors Holdings Limited Meeting Date: 08/01/018 Country: Virgin Isl (UK) Ticker: KORS Number Text Mgmt Rec 1a Elect Director M. William Benedetto 1b Elect Director Stephen F. Reitman 1c Elect Director Jean Tomlin Ratify Ernst & Young LLP as Auditors Advisory to Ratify Named Executive Officers' Compensation Assess Feasibility of Adopting Quantitative Renewable Energy Goals r Rationale: We do not support this proposal to require the company to develop renewable energy targets. While we are supportive of transparency on climate change issues, the resolution is quite prescriptive and the company is not in a high-emitting sector. Blended Rationale: We do not support this proposal to require the company to develop renewable energy targets. While we are supportive of transparency on climate change issues, the resolution is quite prescriptive and the company is not in a high-emitting sector. Xilinx, Inc. Meeting Date: 08/01/018 Country: USA Ticker: XLNX Number Text Mgmt Rec 1.1 Elect Director Dennis Segers 1. Elect Director Raman Chitkara 1. Elect Director Saar Gillai 1. Elect Director Ronald S. Jankov 1. Elect Director Mary Louise Krakauer 1.6 Elect Director Thomas H. Lee 1.7 Elect Director J. Michael Patterson 1.8 Elect Director Victor Peng 1.9 Elect Director Albert A. Pimentel 1.10 Elect Director Marshall C. Turner

6 Summary Report Date range covered: 08/01/018 to 08/1/018 Xilinx, Inc. Number Text Mgmt Rec 1.11 Elect Director Elizabeth W. Vanderslice Amend Qualified Employee Stock Purchase Plan Amend Omnibus Stock Plan Blended Rationale: The minimum vesting period is less than three years. Advisory to Ratify Named Executive Officers' Compensation Blended Rationale: The minimum vesting period is less than three years. Ratify Ernst & Young LLP as Auditors Baillie Gifford UK Growth Fund plc Meeting Date: 08/0/018 Country: United Kingdom Ticker: BGUK Number Text Mgmt Rec 1 Accept Financial Statements and Statutory Reports Approve Remuneration Report Re-elect Andrew Hutton as Director Reappoint PricewaterhouseCoopers LLP as Auditors Authorise Board to Fix Remuneration of Auditors 6 Authorise Issue of Equity with Pre-emptive Rights Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits. 7 Authorise Issue of Equity without Pre-emptive Rights Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits. 8 Authorise Market Purchase of Ordinary Shares

7 Summary Report Date range covered: 08/01/018 to 08/1/018 Civitas Social Housing plc Meeting Date: 08/0/018 Country: United Kingdom Ticker: CSH Number Text Mgmt Rec 1 Accept Financial Statements and Statutory Reports Approve Remuneration Report Approve Remuneration Policy Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration. Re-elect Michael Wrobel as Director Blended Rationale: A vote FOR the re-election of Michael Wrobel, Peter Baxter, Caroline Gulliver and Alastair Moss is warranted because no significant concerns have been identified. Re-elect Peter Baxter as Director Blended Rationale: A vote FOR the re-election of Michael Wrobel, Peter Baxter, Caroline Gulliver and Alastair Moss is warranted because no significant concerns have been identified. 6 Re-elect Caroline Gulliver as Director Blended Rationale: A vote FOR the re-election of Michael Wrobel, Peter Baxter, Caroline Gulliver and Alastair Moss is warranted because no significant concerns have been identified. 7 Re-elect Alastair Moss as Director Blended Rationale: A vote FOR the re-election of Michael Wrobel, Peter Baxter, Caroline Gulliver and Alastair Moss is warranted because no significant concerns have been identified. 8 Reappoint PricewaterhouseCoopers LLP as Auditors 9 Authorise the Audit and Management Engagement Committee to Fix Remuneration of Auditors 10 Approve the Company's Dividend Payment Policy 11 Authorise Issue of Equity with Pre-emptive Rights Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits. 1 Authorise Issue of Equity without Pre-emptive Rights Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits. 1 Authorise Market Purchase of Ordinary Shares Blended Rationale: A vote FOR these resolutions is warranted because the proposed amount and duration are within recommended limits.

8 Summary Report Date range covered: 08/01/018 to 08/1/018 Civitas Social Housing plc Number Text Mgmt Rec 1 Authorise Market Purchase of C Shares Blended Rationale: A vote FOR these resolutions is warranted because the proposed amount and duration are within recommended limits. 1 Authorise the Company to Call General Meeting with Two Weeks' Notice CorVel Corporation Meeting Date: 08/0/018 Country: USA Ticker: CRVL Number Text Mgmt Rec 1.1 Elect Director V. Gordon Clemons 1. Elect Director Steven J. Hamerslag Withhold Blended Rationale: WITHHOLD votes are warranted for all director nominees are warranted for maintaining a long-term poison pill that has not been ratified by shareholders. 1. Elect Director Alan R. Hoops Withhold Blended Rationale: WITHHOLD votes are warranted for all director nominees are warranted for maintaining a long-term poison pill that has not been ratified by shareholders. 1. Elect Director R. Judd Jessup Withhold Blended Rationale: WITHHOLD votes are warranted for all director nominees are warranted for maintaining a long-term poison pill that has not been ratified by shareholders. 1. Elect Director Jean H. Macino Withhold Blended Rationale: WITHHOLD votes are warranted for all director nominees are warranted for maintaining a long-term poison pill that has not been ratified by shareholders. 1.6 Elect Director Jeffrey J. Michael Withhold Blended Rationale: WITHHOLD votes are warranted for all director nominees are warranted for maintaining a long-term poison pill that has not been ratified by shareholders. Amend Omnibus Stock Plan Blended Rationale: The minimum vesting period is less than three years. Ratify Haskell & White LLP as Auditors Eagle Materials Inc. Meeting Date: 08/0/018 Country: USA Ticker: EXP

9 Summary Report Date range covered: 08/01/018 to 08/1/018 Eagle Materials Inc. Number Text Mgmt Rec 1A Elect Director F. William Barnett 1B Elect Director Richard Beckwitt 1C Elect Director Ed H. Bowman Advisory to Ratify Named Executive Officers' Compensation Ratify Ernst & Young LLP as Auditors Electronic Arts Inc. Meeting Date: 08/0/018 Country: USA Ticker: EA Number Text Mgmt Rec 1a Elect Director Leonard S. Coleman 1b Elect Director Jay C. Hoag 1c Elect Director Jeffrey T. Huber 1d Elect Director Lawrence F. Probst, III 1e Elect Director Talbott Roche 1f Elect Director Richard A. Simonson 1g Elect Director Luis A. Ubinas 1h Elect Director Heidi J. Ueberroth 1i Elect Director Andrew Wilson Advisory to Ratify Named Executive Officers' Compensation Blended Rationale: The minimum vesting period is less than three years. Ratify KPMG LLP as Auditors Highbridge Multi-Strategy Fund Ltd Meeting Date: 08/0/018 Country: Guernsey Ticker: HMSF

10 Summary Report Date range covered: 08/01/018 to 08/1/018 Highbridge Multi-Strategy Fund Ltd Number Text Mgmt Rec 1 Accept Financial Statements and Statutory Reports Reappoint PricewaterhouseCoopers CI LLP as Auditors and Authorise Their Remuneration Re-elect Vic Holmes as Director Blended Rationale: Items and A vote FOR the re-election of Vic Holmes and Sarita Keen is warranted because no significant concerns have been identified. Item A vote FOR the re-election of Steve Le Page is warranted, although the following deviation from best practice should be noted: * Apart from his role as NED, he also serves as a NED at five other publicly listed companies which could potentially compromise his ability to commit sufficient time to his role in the Company. Mitigating, the main reason for support is: * His outside roles are all at investment trusts. Taking this into account, a degree of flexibility is considered appropriate. Item 6 A vote FOR the re-election of Paul Meader is warranted, although the following deviation from best practice should be noted: * Apart from his role as SID, he also serves in various roles at five other publicly listed companies which could potentially compromise his ability to commit sufficient time to his role in the Company. Mitigating, the main reason for support is: * His outside roles are all at investment trusts. Taking this into account, a degree of flexibility is considered appropriate. * He intends to step down from the Board as a Director in late 018. Re-elect Sarita Keen as Director Blended Rationale: Items and A vote FOR the re-election of Vic Holmes and Sarita Keen is warranted because no significant concerns have been identified. Item A vote FOR the re-election of Steve Le Page is warranted, although the following deviation from best practice should be noted: * Apart from his role as NED, he also serves as a NED at five other publicly listed companies which could potentially compromise his ability to commit sufficient time to his role in the Company. Mitigating, the main reason for support is: * His outside roles are all at investment trusts. Taking this into account, a degree of flexibility is considered appropriate. Item 6 A vote FOR the re-election of Paul Meader is warranted, although the following deviation from best practice should be noted: * Apart from his role as SID, he also serves in various roles at five other publicly listed companies which could potentially compromise his ability to commit sufficient time to his role in the Company. Mitigating, the main reason for support is: * His outside roles are all at investment trusts. Taking this into account, a degree of flexibility is considered appropriate. * He intends to step down from the Board as a Director in late 018. Re-elect Steve Le Page as Director Blended Rationale: Items and A vote FOR the re-election of Vic Holmes and Sarita Keen is warranted because no significant concerns have been identified. Item A vote FOR the re-election of Steve Le Page is warranted, although the following deviation from best practice should be noted: * Apart from his role as NED, he also serves as a NED at five other publicly listed companies which could potentially compromise his ability to commit sufficient time to his role in the Company. Mitigating, the main reason for support is: * His outside roles are all at investment trusts. Taking this into account, a degree of flexibility is considered appropriate. Item 6 A vote FOR the re-election of Paul Meader is warranted, although the following deviation from best practice should be noted: * Apart from his role as SID, he also serves in various roles at five other publicly listed companies which could potentially compromise his ability to commit sufficient time to his role in the Company. Mitigating, the main reason for support is: * His outside roles are all at investment trusts. Taking this into account, a degree of flexibility is considered appropriate. * He intends to step down from the Board as a Director in late Re-elect Paul Meader as Director Blended Rationale: Items and A vote FOR the re-election of Vic Holmes and Sarita Keen is warranted because no significant concerns have been identified. Item A vote FOR the re-election of Steve Le Page is warranted, although the following deviation from best practice should be noted: * Apart from his role as NED, he also serves as a NED at five other publicly listed companies which could potentially compromise his ability to commit sufficient time to his role in the Company. Mitigating, the main reason for support is: * His outside roles are all at investment trusts. Taking this into account, a degree of flexibility is considered appropriate. Item 6 A vote FOR the re-election of Paul Meader is warranted, although the following deviation from best practice should be noted: * Apart from his role as SID, he also serves in various roles at five other publicly listed companies which could potentially compromise his ability to commit sufficient time to his role in the Company. Mitigating, the main reason for support is: * His outside roles are all at investment trusts. Taking this into account, a degree of flexibility is considered appropriate. * He intends to step down from the Board as a Director in late 018.

11 Summary Report Date range covered: 08/01/018 to 08/1/018 Highbridge Multi-Strategy Fund Ltd Number Text Mgmt Rec 7 Authorise Market Purchase of Ordinary Shares 8 Authorise Issue of Equity without Pre-emptive Rights Jazz Pharmaceuticals plc Meeting Date: 08/0/018 Country: Ireland Ticker: JAZZ Number Text Mgmt Rec 1a Elect Director Peter Gray 1b Elect Director Kenneth W. O'Keefe 1c Elect Director Elmar Schnee 1d Elect Director Catherine A. Sohn Approve KPMG, Dublin as Auditors and Authorize Board to Fix Their Remuneration Advisory to Ratify Named Executive Officers' Compensation Blended Rationale: The minimum vesting period is less than three years. Advisory on Say on Pay Frequency One Year One Year KKR Real Estate Finance Trust Inc. Meeting Date: 08/0/018 Country: USA Ticker: KREF Number Text Mgmt Rec 1.1 Elect Director Terrance R. Ahern 1. Elect Director R. Craig Blanchard Withhold Blended Rationale: The nominee is a non-independent member of the remuneration committee 1. Elect Director Irene M. Esteves

12 Summary Report Date range covered: 08/01/018 to 08/1/018 KKR Real Estate Finance Trust Inc. Number Text Mgmt Rec 1. Elect Director Todd A. Fisher Withhold Blended Rationale: The nominee is a non-independent member of the nomination committee 1. Elect Director Jonathan A. Langer 1.6 Elect Director Paula Madoff 1.7 Elect Director Deborah H. McAneny Withhold Blended Rationale: WITHHOLD votes are warranted for incumbent Audit Committee member Deborah McAneny for approving an excessive amount of non-audit related services by the company's auditor in the last year, which increases the potential for a conflict of interest. 1.8 Elect Director Ralph F. Rosenberg Withhold Blended Rationale: The nominee is a non-independent member of the nomination committee Ratify Deloitte & Touche LLP as Auditors Blended Rationale: A vote AGAINST the ratification of the company's audit firm is warranted given that the non-audit fees are.6 percent of the total fees received by the audit firm during the fiscal year, raising substantial doubts over the independence of the audit firm. Ralph Lauren Corporation Meeting Date: 08/0/018 Country: USA Ticker: RL Number Text Mgmt Rec 1.1 Elect Director Frank A. Bennack, Jr. 1. Elect Director Joel L. Fleishman 1. Elect Director Michael A. George 1. Elect Director Hubert Joly Ratify Ernst & Young LLP as Auditors Advisory to Ratify Named Executive Officers' Compensation Blended Rationale: A vote AGAINST this proposal is warranted. While concerns regarding elevated CEO pay were largely mitigated by the CEO transition and associated new hire awards, other concerns remain. Pay for Executive Chairman and Chief Creative Officer R. Lauren remains high, at nearly twice the median pay for CEOs, and increased substantially in 018, despite long-term underperformance. Further, executive officers received above-target payouts under the annual incentive program for financial results that declined from the prior year. Last, the minimum vesting period is less than three years.

13 Summary Report Date range covered: 08/01/018 to 08/1/018 Vp plc Meeting Date: 08/0/018 Country: United Kingdom Ticker: VP. Number Text Mgmt Rec 1 Accept Financial Statements and Statutory Reports Approve Final Dividend Re-elect Jeremy Pilkington as Director Blended Rationale: Items -7: Neil Stothard, Allison Bainbridge, Stephen Rogers and Philip White A vote FOR these Directors is warranted as no significant concerns have been identified. Item : Jeremy Pilkington An ABSTENTION on his re-election is considered warranted on account of: * Jeremy Pilkington is the Executive Chairman and the highest paid Director, indicating a significant level of involvement in running the Company and a potential blurring of the lines between chairman and chief executive. An abstention recognises that the Board has a separate CEO, who has operational responsibility for the management of the Group's business and for implementing strategy. A vote FOR this resolution is warranted for those shareholders who have a fiduciary responsibility to vote either in favour or against and who do not recognise abstention as a valid option. Re-elect Neil Stothard as Director Blended Rationale: Items -7: Neil Stothard, Allison Bainbridge, Stephen Rogers and Philip White A vote FOR these Directors is warranted as no significant concerns have been identified. Item : Jeremy Pilkington An ABSTENTION on his re-election is considered warranted on account of: * Jeremy Pilkington is the Executive Chairman and the highest paid Director, indicating a significant level of involvement in running the Company and a potential blurring of the lines between chairman and chief executive. An abstention recognises that the Board has a separate CEO, who has operational responsibility for the management of the Group's business and for implementing strategy. A vote FOR this resolution is warranted for those shareholders who have a fiduciary responsibility to vote either in favour or against and who do not recognise abstention as a valid option. Re-elect Allison Bainbridge as Director Blended Rationale: Items -7: Neil Stothard, Allison Bainbridge, Stephen Rogers and Philip White A vote FOR these Directors is warranted as no significant concerns have been identified. Item : Jeremy Pilkington An ABSTENTION on his re-election is considered warranted on account of: * Jeremy Pilkington is the Executive Chairman and the highest paid Director, indicating a significant level of involvement in running the Company and a potential blurring of the lines between chairman and chief executive. An abstention recognises that the Board has a separate CEO, who has operational responsibility for the management of the Group's business and for implementing strategy. A vote FOR this resolution is warranted for those shareholders who have a fiduciary responsibility to vote either in favour or against and who do not recognise abstention as a valid option. 6 Re-elect Stephen Rogers as Director Blended Rationale: Items -7: Neil Stothard, Allison Bainbridge, Stephen Rogers and Philip White A vote FOR these Directors is warranted as no significant concerns have been identified. Item : Jeremy Pilkington An ABSTENTION on his re-election is considered warranted on account of: * Jeremy Pilkington is the Executive Chairman and the highest paid Director, indicating a significant level of involvement in running the Company and a potential blurring of the lines between chairman and chief executive. An abstention recognises that the Board has a separate CEO, who has operational responsibility for the management of the Group's business and for implementing strategy. A vote FOR this resolution is warranted for those shareholders who have a fiduciary responsibility to vote either in favour or against and who do not recognise abstention as a valid option. 7 Re-elect Philip White as Director Blended Rationale: Items -7: Neil Stothard, Allison Bainbridge, Stephen Rogers and Philip White A vote FOR these Directors is warranted as no significant concerns have been identified. Item : Jeremy Pilkington An ABSTENTION on his re-election is considered warranted on account of: * Jeremy Pilkington is the Executive Chairman and the highest paid Director, indicating a significant level of involvement in running the Company and a potential blurring of the lines between chairman and chief executive. An abstention recognises that the Board has a separate CEO, who has operational responsibility for the management of the Group's business and for implementing strategy. A vote FOR this resolution is warranted for those shareholders who have a fiduciary responsibility to vote either in favour or against and who do not recognise abstention as a valid option.

14 Summary Report Date range covered: 08/01/018 to 08/1/018 Vp plc Number Text Mgmt Rec 8 Reappoint PricewaterhouseCoopers LLP as Auditors 9 Authorise Board to Fix Remuneration of Auditors 10 Approve Remuneration Report 11 Authorise Market Purchase of Ordinary Shares China Molybdenum Co., Ltd. Meeting Date: 08/0/018 Country: China Meeting Type: Special Ticker: 99 Number Text Mgmt Rec 1 Elect Li Chaochun as Director Elect Li Faben as Director Elect Yuan Honglin as Director Elect Ma Hui as Director Elect Cheng Yunlei as Director 6 Elect Li Shuhua as Director 7 Elect Yan Ye as Director 8 Elect Wang Yougui as Director 9 Elect Zhang Zhenhao as Supervisor 10 Elect Kou Youmin as Supervisor 11 Authorize Board to Fix the Remuneration of Director and Supervisor Cirrus Logic, Inc. Meeting Date: 08/0/018 Country: USA Ticker: CRUS

15 Summary Report Date range covered: 08/01/018 to 08/1/018 Cirrus Logic, Inc. Number Text Mgmt Rec 1.1 Elect Director John C. Carter 1. Elect Director Alexander M. Davern 1. Elect Director Timothy R. Dehne 1. Elect Director Christine King 1. Elect Director Jason P. Rhode 1.6 Elect Director Alan R. Schuele 1.7 Elect Director David J. Tupman Ratify Ernst & Young LLP as Auditors Advisory to Ratify Named Executive Officers' Compensation Approve Omnibus Stock Plan Dawnrays Pharmaceutical (Holdings) Ltd. Meeting Date: 08/0/018 Country: Cayman Islands Meeting Type: Special Ticker: 8 Number Text Mgmt Rec 1 Approve Special Dividend Approve Share Sub-Division Future PLC Meeting Date: 08/0/018 Country: United Kingdom Meeting Type: Special Ticker: FUTR Number Text Mgmt Rec 1 Authorise Issue of Equity in Connection with the Rights Issue Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.

16 Summary Report Date range covered: 08/01/018 to 08/1/018 NORTHSTAR REALTY EUROPE CORP. Meeting Date: 08/0/018 Country: USA Ticker: NRE Number Text Mgmt Rec 1.1 Elect Director Richard B. Saltzman 1. Elect Director Mahbod Nia 1. Elect Director Mario Chisholm 1. Elect Director Judith A. Hannaway 1. Elect Director Dianne Hurley 1.6 Elect Director Oscar Junquera 1.7 Elect Director Wesley D. Minami Ratify PricewaterhouseCoopers, Societe cooperative as Auditors Amend Charter to Allow Shareholders to Amend Bylaws Approve Issuance of Shares for a Private Placement Tata Motors Ltd. Meeting Date: 08/0/018 Country: India Ticker: 0070 Number Text Mgmt Rec 1 Accept Standalone Financial Statements and Statutory Reports Blended Rationale: A vote FOR these resolutions is warranted given the absence of any known issues surrounding the company's financial statements. Accept Consolidated Financial Statements and Statutory Reports Blended Rationale: A vote FOR these resolutions is warranted given the absence of any known issues surrounding the company's financial statements. Reelect Guenter Butschek as Director Blended Rationale: A vote FOR all nominees is warranted. Elect Hanne Birgitte Sorensen as Director Blended Rationale: A vote FOR all nominees is warranted.

17 Summary Report Date range covered: 08/01/018 to 08/1/018 Tata Motors Ltd. Number Text Mgmt Rec Approve Remuneration of Cost Auditors 6 Approve Issuance of Non-Convertible Debentures/Bonds on Private Placement Basis 7 Approve Tata Motors Limited Employees Stock Option Scheme 018 and Grant of Options to the Employees of the Company Under the Scheme Titan Company Limited Meeting Date: 08/0/018 Country: India Ticker: 0011 Number Text Mgmt Rec 1 Accept Financial Statements and Statutory Reports Approve Dividend Reelect N.N. Tata as Director Blended Rationale: A vote AGAINST Noel Tata is warranted because he has attended less than 7 percent of board and committee meetings over the most recent fiscal year, without a satisfactory explanation. A vote FOR all other nominees is warranted given the absence of any known issues concerning the nominees. Elect B Santhanam as Director Blended Rationale: A vote AGAINST Noel Tata is warranted because he has attended less than 7 percent of board and committee meetings over the most recent fiscal year, without a satisfactory explanation. A vote FOR all other nominees is warranted given the absence of any known issues concerning the nominees. Elect K. Gnanadesikan as Director Blended Rationale: A vote AGAINST Noel Tata is warranted because he has attended less than 7 percent of board and committee meetings over the most recent fiscal year, without a satisfactory explanation. A vote FOR all other nominees is warranted given the absence of any known issues concerning the nominees. 6 Elect Ramesh Chand Meena as Director Blended Rationale: A vote AGAINST Noel Tata is warranted because he has attended less than 7 percent of board and committee meetings over the most recent fiscal year, without a satisfactory explanation. A vote FOR all other nominees is warranted given the absence of any known issues concerning the nominees. 7 Approve Branch Auditors and Authorize Board to Fix Their Remuneration

18 Summary Report Date range covered: 08/01/018 to 08/1/018 Tata Consultancy Services Ltd. Meeting Date: 08/0/018 Country: India Meeting Type: Special Ticker: TCS Number Text Mgmt Rec 1 Approve Buy Back of Equity Shares Charter Hall Long WALE REIT Meeting Date: 08/06/018 Country: Australia Meeting Type: Special Ticker: CLW Number Text Mgmt Rec 1 Approve the Sale of 0 Percent of ATO Adelaide Blended Rationale: Referred to Schroders for internal consideration. Approve Simplification Transaction Blended Rationale: Referred to Schroders for internal consideration. Graphite India Limited Meeting Date: 08/06/018 Country: India Ticker: 0988 Number Text Mgmt Rec 1a Accept Financial Statements and Statutory Reports Blended Rationale: A vote FOR these resolutions is warranted given the absence of any known issues surrounding the company's financial statements. 1b Accept Consolidated Financial Statements Blended Rationale: A vote FOR these resolutions is warranted given the absence of any known issues surrounding the company's financial statements. Confirm Interim Dividend and Declare Final Dividend Reelect K. K. Bangur as Director

19 Summary Report Date range covered: 08/01/018 to 08/1/018 Graphite India Limited Number Text Mgmt Rec Approve Remuneration by Way of Commission to Non-Executive Directors r Rationale: The company has failed to specify the commission rate for non-executive directors Blended Rationale: The company has failed to specify the commission rate for non-executive directors Approve Remuneration of Cost Auditors 6 Approve Issuance of Non-Convertible Debentures/Bonds on Private Placement Basis Odontoprev S.A. Meeting Date: 08/06/018 Country: Brazil Meeting Type: Special Ticker: ODPV Number Text Mgmt Rec 1 Approve Acquisition of Odonto System Planos Odontologicos Ltda. Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration. Sino-Ocean Group Holding Limited Meeting Date: 08/06/018 Country: Hong Kong Meeting Type: Special Ticker: 77 Number Text Mgmt Rec 1 Adopt Share Option Scheme and Related Transactions Blended Rationale: The dilution exceeds 10 percent.in addition, the performance conditions are not disclosed. Elect Fu Fei as Director and Authorize Board to Fix His Remuneration Delta Property Fund Limited Meeting Date: 08/07/018 Country: South Africa Ticker: DLT

20 Summary Report Date range covered: 08/01/018 to 08/1/018 Delta Property Fund Limited Number Text Mgmt Rec 1 Approve Resignation of Bronwyn Corbett as Director Re-elect Ian Macleod as Director Blended Rationale: Item A vote FOR this item is warranted: * No issues have been identified in relation to the re-election of Ian Macleod. Item A vote FOR this item is warranted, although it is not without concern for shareholders: * We note that Dumo Motau attended only five out of six Board meetings held and three out of five Remuneration and Nomination Committee meetings held during the year under review. However, as there is no evidence of a longer-term problem with attendance, this is not being raised as an issue of serious concern for this year's AGM. Re-elect Dumo Motau as Director Blended Rationale: Item A vote FOR this item is warranted: * No issues have been identified in relation to the re-election of Ian Macleod. Item A vote FOR this item is warranted, although it is not without concern for shareholders: * We note that Dumo Motau attended only five out of six Board meetings held and three out of five Remuneration and Nomination Committee meetings held during the year under review. However, as there is no evidence of a longer-term problem with attendance, this is not being raised as an issue of serious concern for this year's AGM. Reappoint BDO South Africa Inc as Auditors of the Company with Stephen Shaw as the Designated Audit Partner and Authorise Their Remuneration Re-elect JJ Njeke as Chairman of the Audit, Risk and Compliance Committee Blended Rationale: A vote FOR these items is warranted: * All of the members of the Audit, Risk and Compliance Committee are independent. 6 Re-elect Ian Macleod as Member of the Audit, Risk and Compliance Committee Blended Rationale: A vote FOR these items is warranted: * All of the members of the Audit, Risk and Compliance Committee are independent. 7 Re-elect Nombuso Afolayan as Member of the Audit, Risk and Compliance Committee Blended Rationale: A vote FOR these items is warranted: * All of the members of the Audit, Risk and Compliance Committee are independent. 8 Approve Remuneration Policy 9 Approve Implementation of Remuneration Policy 10 Authorise Board to Issue Shares for Cash 11 Authorise Issue of Shares to Enable Shareholders to Reinvest Cash Distributions Blended Rationale: A vote FOR these items is warranted: * Shareholders are given a financially equal choice between receiving a cash distribution and reinvesting in new shares; and * No significant concerns have been identified in connection with these proposals. 1 Authorise Board to Ratify and Execute Approved Resolutions

21 Summary Report Date range covered: 08/01/018 to 08/1/018 Delta Property Fund Limited Number Text Mgmt Rec 1 Approve Remuneration of Non-executive Directors r Rationale: The proposed level of fees to be paid to NEDs appears relatively high for a Company of this size. Blended Rationale: The proposed level of fees to be paid to NEDs appears relatively high for a Company of this size. Authorise Repurchase of Issued Share Capital r Rationale: Repurchase limit exceeds 10% Blended Rationale: Repurchase limit exceeds 10% Approve Financial Assistance in Terms of Section of the Companies Act Blended Rationale: Item A vote AGAINST this item is warranted: * The Company seeks an authority to provide financial assistance to any person in connection with the subscription of options or securities issued or to be issued by the Company, or in relation to the purchase of securities. This is a broader authority than what many shareholders may prefer to approve in advance. Item A vote FOR this item is warranted: * This is a routine request, proposed as a result of the implementation of the Companies Act 008. Approve Financial Assistance in Terms of Section of the Companies Act Blended Rationale: Item A vote AGAINST this item is warranted: * The Company seeks an authority to provide financial assistance to any person in connection with the subscription of options or securities issued or to be issued by the Company, or in relation to the purchase of securities. This is a broader authority than what many shareholders may prefer to approve in advance. Item A vote FOR this item is warranted: * This is a routine request, proposed as a result of the implementation of the Companies Act 008. Authorise Issue of Shares to Directors Who Elect to Reinvest Their Distributions Under the Re-investment Option Blended Rationale: A vote FOR these items is warranted: * Shareholders are given a financially equal choice between receiving a cash distribution and reinvesting in new shares; and * No significant concerns have been identified in connection with these proposals. Mphasis Ltd Meeting Date: 08/07/018 Country: India Ticker: 699 Number Text Mgmt Rec 1 Accept Financial Statements and Statutory Reports Approve Final Dividend Reelect Amit Dalmia as Director Blended Rationale: A vote AGAINST Narayanan Kumar is warranted because he serves on a total of more than six public company boards.a vote FOR all other nominees is warranted given the absence of any known issues concerning the nominees.

22 Summary Report Date range covered: 08/01/018 to 08/1/018 Mphasis Ltd Number Text Mgmt Rec Reelect David Lawrence Johnson as Director Blended Rationale: A vote AGAINST Narayanan Kumar is warranted because he serves on a total of more than six public company boards.a vote FOR all other nominees is warranted given the absence of any known issues concerning the nominees. Approve BSR & Co. LLP, Chartered Accountants as Auditors and Authorize Board to Fix Their Remuneration 6 Reelect Narayanan Kumar as Director r Rationale: Over-boarded Blended Rationale: Over-boarded Saputo Inc. Meeting Date: 08/07/018 Country: Canada Ticker: SAP Number Text Mgmt Rec 1.1 Elect Director Lino A. Saputo, Jr. Blended Rationale: FOR all proposed nominees as no significant concerns have been identified at this time. 1. Elect Director Louis-Philippe Carriere Blended Rationale: FOR all proposed nominees as no significant concerns have been identified at this time. 1. Elect Director Henry E. Demone Blended Rationale: FOR all proposed nominees as no significant concerns have been identified at this time. 1. Elect Director Anthony M. Fata Blended Rationale: FOR all proposed nominees as no significant concerns have been identified at this time. 1. Elect Director Annalisa King Blended Rationale: FOR all proposed nominees as no significant concerns have been identified at this time. 1.6 Elect Director Karen Kinsley Blended Rationale: FOR all proposed nominees as no significant concerns have been identified at this time. 1.7 Elect Director Tony Meti Blended Rationale: FOR all proposed nominees as no significant concerns have been identified at this time. 1.8 Elect Director Diane Nyisztor Blended Rationale: FOR all proposed nominees as no significant concerns have been identified at this time.

23 Summary Report Date range covered: 08/01/018 to 08/1/018 Saputo Inc. Number Text Mgmt Rec 1.9 Elect Director Franziska Ruf Blended Rationale: FOR all proposed nominees as no significant concerns have been identified at this time Elect Director Annette Verschuren Blended Rationale: FOR all proposed nominees as no significant concerns have been identified at this time. Approve Deloitte LLP as Auditors and Authorize Board to Fix Their Remuneration SP 1: Disclosure on Human Rights Risk Assessment r Rationale: Saputo is being asked to report on its process for assessing human rights-related risks. Although SAP has disclosed certain related policies within its Code of Ethics and pursuant to the Saputo Promise initiative, includes some measurable metrics - the company does not provide specifics about potential risks or related risk assessments conducted prior to entering business relationships. Many industry peers in Canada have publicly disclosed more information, including codes of conduct specific to suppliers and additional information about potential risks within Corporate Sustainability Reports dedicated to ESG issues. Given that SAP was fined in 016 for an H&S offence which resulted in an employee s death, and is expanding into international markets, more transparency would be beneficial for investors. As such, we are supporting the resolution. Blended Rationale: Saputo is being asked to report on its process for assessing human rights-related risks. Although SAP has disclosed certain related policies within its Code of Ethics and pursuant to the Saputo Promise initiative, includes some measurable metrics - the company does not provide specifics about potential risks or related risk assessments conducted prior to entering business relationships. Many industry peers in Canada have publicly disclosed more information, including codes of conduct specific to suppliers and additional information about potential risks within Corporate Sustainability Reports dedicated to ESG issues. Given that SAP was fined in 016 for an H&S offence which resulted in an employee s death, and is expanding into international markets, more transparency would be beneficial for investors. As such, we are supporting the resolution. ABIOMED, Inc. Meeting Date: 08/08/018 Country: USA Ticker: ABMD Number Text Mgmt Rec 1.1 Elect Director Eric A. Rose Withhold Blended Rationale: WITHHOLD votes from Eric Rose for attending less than 7 percent of the board and committee meetings held over the past fiscal year without disclosing a reason for the absences. 1. Elect Director Jeannine M. Rivet Advisory to Ratify Named Executive Officers' Compensation Blended Rationale: The minimum vesting period is less than three years. Amend Omnibus Stock Plan Blended Rationale: The dilution exceeds 10 percent.the minimum vesting period is less than three years. Ratify Deloitte & Touche LLP as Auditors

24 Summary Report Date range covered: 08/01/018 to 08/1/018 CA, Inc. Meeting Date: 08/08/018 Country: USA Ticker: CA Number Text Mgmt Rec 1.1 Elect Director Jens Alder 1. Elect Director Nancy A. Altobello 1. Elect Director Raymond J. Bromark 1. Elect Director Michael P. Gregoire 1. Elect Director Jean M. Hobby 1.6 Elect Director Rohit Kapoor 1.7 Elect Director Jeffrey G. Katz 1.8 Elect Director Kay Koplovitz 1.9 Elect Director Christopher B. Lofgren 1.10 Elect Director Richard Sulpizio Ratify KPMG LLP as Auditors Advisory to Ratify Named Executive Officers' Compensation Blended Rationale: The minimum vesting period is less than three years. China CITIC Bank Corporation Ltd. Meeting Date: 08/08/018 Country: China Meeting Type: Special Ticker: 998 Number Text Mgmt Rec 1 Amend Articles of Association Regarding Party Committee r Rationale: Party Committee Blended Rationale: Party Committee Abstain Elect Fang Heying as Director

25 Summary Report Date range covered: 08/01/018 to 08/1/018 Footasylum plc Meeting Date: 08/08/018 Country: United Kingdom Ticker: FOOT Number Text Mgmt Rec 1 Accept Financial Statements and Statutory Reports Elect Barry Bown as Director Blended Rationale: Items to 6A vote FOR the election of these Directors is warranted because no significant concerns have been identified. Elect Clare Nesbitt as Director Blended Rationale: Items to 6A vote FOR the election of these Directors is warranted because no significant concerns have been identified. Elect Danielle Davies as Director Blended Rationale: Items to 6A vote FOR the election of these Directors is warranted because no significant concerns have been identified. Elect Stephen Robertson as Director Blended Rationale: Items to 6A vote FOR the election of these Directors is warranted because no significant concerns have been identified. 6 Elect Brendan Hynes as Director Blended Rationale: Items to 6A vote FOR the election of these Directors is warranted because no significant concerns have been identified. 7 Appoint Grant Thornton LLP as Auditors 8 Authorise Board to Fix Remuneration of Auditors 9 Authorise Issue of Equity with Pre-emptive Rights Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits. 10 Authorise Issue of Equity without Pre-emptive Rights Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits. 11 Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Specified Capital Investment Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits. 1 Authorise Market Purchase of Ordinary Shares

26 Summary Report Date range covered: 08/01/018 to 08/1/018 Investec Ltd Meeting Date: 08/08/018 Country: South Africa Ticker: INL Number Text Mgmt Rec 1 Re-elect Zarina Bassa as Director Blended Rationale: Items 1-, -9 & 11-1 A vote FOR these candidates is warranted as no significant concerns have been identified. Items & 10 A vote FOR the re-election of Cheryl Carolus and Ian Kantor is considered warranted, although it is not without concern for shareholders: * These Directors are not independent, and remain as NEDs on a Board which is not majority independent. The main reasons for support are: * Board transition is ongoing and so the Board composition will be properly assessed once the planned succession is complete. Re-elect Laurel Bowden as Director Blended Rationale: Items 1-, -9 & 11-1 A vote FOR these candidates is warranted as no significant concerns have been identified. Items & 10 A vote FOR the re-election of Cheryl Carolus and Ian Kantor is considered warranted, although it is not without concern for shareholders: * These Directors are not independent, and remain as NEDs on a Board which is not majority independent. The main reasons for support are: * Board transition is ongoing and so the Board composition will be properly assessed once the planned succession is complete. Re-elect Glynn Burger as Director Blended Rationale: Items 1-, -9 & 11-1 A vote FOR these candidates is warranted as no significant concerns have been identified. Items & 10 A vote FOR the re-election of Cheryl Carolus and Ian Kantor is considered warranted, although it is not without concern for shareholders: * These Directors are not independent, and remain as NEDs on a Board which is not majority independent. The main reasons for support are: * Board transition is ongoing and so the Board composition will be properly assessed once the planned succession is complete. Re-elect Cheryl Carolus as Director Blended Rationale: Items 1-, -9 & 11-1 A vote FOR these candidates is warranted as no significant concerns have been identified. Items & 10 A vote FOR the re-election of Cheryl Carolus and Ian Kantor is considered warranted, although it is not without concern for shareholders: * These Directors are not independent, and remain as NEDs on a Board which is not majority independent. The main reasons for support are: * Board transition is ongoing and so the Board composition will be properly assessed once the planned succession is complete. Re-elect Peregrine Crosthwaite as Director Blended Rationale: Items 1-, -9 & 11-1 A vote FOR these candidates is warranted as no significant concerns have been identified. Items & 10 A vote FOR the re-election of Cheryl Carolus and Ian Kantor is considered warranted, although it is not without concern for shareholders: * These Directors are not independent, and remain as NEDs on a Board which is not majority independent. The main reasons for support are: * Board transition is ongoing and so the Board composition will be properly assessed once the planned succession is complete. 6 Re-elect Hendrik du Toit as Director Blended Rationale: Items 1-, -9 & 11-1 A vote FOR these candidates is warranted as no significant concerns have been identified. Items & 10 A vote FOR the re-election of Cheryl Carolus and Ian Kantor is considered warranted, although it is not without concern for shareholders: * These Directors are not independent, and remain as NEDs on a Board which is not majority independent. The main reasons for support are: * Board transition is ongoing and so the Board composition will be properly assessed once the planned succession is complete. 7 Re-elect David Friedland as Director Blended Rationale: Items 1-, -9 & 11-1 A vote FOR these candidates is warranted as no significant concerns have been identified. Items & 10 A vote FOR the re-election of Cheryl Carolus and Ian Kantor is considered warranted, although it is not without concern for shareholders: * These Directors are not independent, and remain as NEDs on a Board which is not majority independent. The main reasons for support are: * Board transition is ongoing and so the Board composition will be properly assessed once the planned succession is complete.