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May 2019 Europe Voting Report

Voting report Legal & General Investment Management

No warranty is given and no representation is made regarding the accuracy or completeness of the content of this report, and no liability or responsibility is accepted for the information contained in this report.

Registered Offce: Legal & General Investment Management Limited One Coleman Street London EC2R 5AA

+44 (0) 20 3124 4444

Authorised and Regulated by the Financial Conduct Authority Copyright© Legal & General Investment Management 2019

Vote Summary Report Date range covered: 05/01/2019 to 05/31/2019

Unilever NV

Meeting Date: 05/01/2019 Country: Netherlands

Meeting Type: Annual

Primary Security ID: N8981F271

Ticker: UNA

Primary ISIN: NL0000009355

Proposal Vote

Number Proposal Text Proponent Mgmt Rec Instruction

Annual Meeting Agenda

Mgmt

1 Discussion of the Annual Report and Accounts

for the 2018 Financial Year

Mgmt

2 Approve Financial Statements and Allocation

of Income

Mgmt For For

3 Approve Remuneration Report Mgmt For For

4 Approve Discharge of Executive Board

Members

Mgmt For For

5 Approve Discharge of Non-Executive Board

Members

Mgmt For For

6 Reelect N S Andersen as Non-Executive

Director

Mgmt For For

7 Reelect L M Cha as Non-Executive Director Mgmt For For

8 Reelect V Colao as Non-Executive Director Mgmt For For

9 Reelect M Dekkers as Non-Executive Director Mgmt For For

10 Reelect J Hartmann as Non-Executive Director Mgmt For For

11 Reelect A Jung as Non-Executive Director Mgmt For For

12 Reelect M Ma as Non-Executive Director Mgmt For For

13 Reelect S Masiyiwa as Non-Executive Director Mgmt For For

14 Reelect Y Moon as Non-Executive Director Mgmt For For

15 Reelect G Pitkethly as Executive Director Mgmt For For

16 Reelect J Rishton as Non-Executive Director Mgmt For For

17 Reelect F Sijbesma as Non-Executive Director Mgmt For For

18 Elect A Jope as Executive Director Mgmt For For

19 Elect S Kilsby as Non-Executive Director Mgmt For For

20 Ratify KPMG as Auditors Mgmt For For

21 Authorize Repurchase of Up to 10 Percent of

Issued Share Capital and Depositary Receipts

Mgmt For For

22 Approve Reduction in Share Capital through

Cancellation of Ordinary Shares

andDepositary Receipts Thereof

Mgmt For For


Unilever NV

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

23 Grant Board Authority to Issue Shares Mgmt For For

24 Authorize Board to Exclude Preemptive Rights

from Share Issuances for General Corporate

Purposes


from Share Issuances for Acquisition

Purposes

Mgmt

Mgmt

For

For

For

For

ABB Ltd.

Meeting Date: 05/02/2019 Country: Switzerland


Primary Security ID: H0010V101

Ticker: ABBN

Primary ISIN: CH0012221716

Proposal Vote


1

Accept Financial Statements and Statutory

Reports

Mgmt

For

For


3 Approve Discharge of Board and Senior

Management

Mgmt For For

4 Approve Allocation of Income and Dividends

of CHF 0.80 per Share

Mgmt For For

5 Approve Creation of CHF 24 Million Pool of

Capital without Preemptive Rights

Mgmt For For

6.1 Approve Maximum Remuneration of Board of

Directors in the Amount of CHF 4.7 Million

Mgmt For For

6.2 Approve Maximum Remuneration of Executive

Committee in the Amount of CHF 55.5 Million

Mgmt For For

7.1 Elect Matti Alahuhta as Director Mgmt For For

7.2 Elect Gunnar Brock as Director Mgmt For For

7.3 Elect David Constable as Director Mgmt For For

7.4 Elect Lars Foerberg as Director Mgmt For For

7.5 Elect Frederico Curado as Director Mgmt For For

7.6 Elect Jennifer Xin-Zhe Li as Director Mgmt For For

7.7 Elect Geraldine Matchett as Director Mgmt For For

7.8 Elect Satish Pai as Director Mgmt For For

7.9 Elect David Meline as Director Mgmt For For


ABB Ltd.

Proposal Vote


7.10

Elect Jacob Wallenberg as Director

Mgmt

For

For

7.11 Elect Peter Voser as Director and Board

Chairman

Mgmt For For

8.1 Appoint David Constable as Member of the

Compensation Committee

Mgmt For For

8.2 Appoint Frederico Curado as Member of the


Mgmt For For

8.3 Appoint Jennifer Xin-Zhe Li as Member of the


Mgmt For For

9 Designate Hans Zehnder as Independent

Proxy

Mgmt For For

10 Ratify KPMG AG as Auditors Mgmt For For

11 Transact Other Business (Voting) Mgmt For Against

Blended Rationale: Governance Concerns: 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.

Banque Cantonale Vaudoise



Primary Security ID: H0482P863

Ticker: BCVN


Proposal Vote


1

Receive Board Chairman's Speech

(Non-Voting)

Mgmt

2 Receive Executive Management Report

(Non-Voting)

Mgmt

3 Accept Financial Statements and Statutory

Reports

Mgmt For For


of CHF 35 per Share

Mgmt For For

5.1 Approve Maximum Fixed Remuneration of


Mgmt For For


Executive Committee in the Amount of CHF

5.9 Million

Mgmt For For

5.3 Approve Variable Remuneration of Executive


for Fiscal 2018

Mgmt For For


Banque Cantonale Vaudoise

Proposal Vote


5.4

Approve Long-Term Variable Remuneration of

Executive Committee in Form of 1,504 Shares

Mgmt

For

For


Management

Mgmt For For

7 Reelect Reto Donatsch as Director Mgmt For For

8 Designate Christophe Wilhelm as Independent

Proxy

Mgmt For For

9 Ratify KPMG AG as Auditors Mgmt For For






Chocoladefabriken Lindt & Spruengli AG



Primary Security ID: H49983176

Ticker: LISN


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction


Reports

Mgmt For For

2 Approve Remuneration Report Mgmt For Against

Blended Rationale: Remuneration: Performance conditions. A vote against is applied as LGIM expects a sufficient portion of

executive remuneration to be assessed against performance conditions that are aligned with company performance.


Management

Mgmt For For

4.1 Approve Allocation of Income and Dividends

of CHF 640 per Registered Share and CHF 64

per Participation Certificate

Mgmt For For

4.2 Approve Dividends of CHF 360 per Registered

Share and CHF 36 per Participation Certificate

from Capital Contribution Reserves

Mgmt For For

5 Approve CHF 10,000 Reduction in Share

Capital and CHF 181,560 Reduction in

Participation Capital via Cancellation of

Repurchased Shares

Mgmt For For

6.1.1 Reelect Ernst Tanner as Director and Board

Chairman

Mgmt For For


Chocoladefabriken Lindt & Spruengli AG

Proposal Vote


6.1.2

Reelect Antonio Bulgheroni as Director

Mgmt

For

For

6.1.3 Reelect Rudolf Spruengli as Director Mgmt For For

6.1.4 Reelect Elisabeth Guertler as Director Mgmt For For

6.1.5 Reelect Thomas Rinderknecht as Director Mgmt For For

6.1.6 Reelect Silvio Denz as Director Mgmt For For

6.2.1 Reappoint Rudolf Spruengli as Member of the


Mgmt For Against

Blended Rationale: Votes AGAINST the non-independent nominees, Rudolf Spruengli and Antonio Bulgheroni, are warranted

because of the failure to establish a majority-independent compensation committee.

6.2.2 Reappoint Antonio Bulgheroni as Member of

the Compensation Committee

Mgmt For Against

Blended Rationale: Votes AGAINST the non-independent nominees, Rudolf Spruengli and Antonio Bulgheroni, are warranted


6.2.3 Appoint Silvio Denz as Member of the


Mgmt For For

6.3 Designate Patrick Schleiffer as Independent

Proxy

Mgmt For For

6.4 Ratify PricewaterhouseCoopers AG as

Auditors

Mgmt For For

7.1 Approve Remuneration of Directors in the

Amount of CHF 5.3 Million

Mgmt For For

7.2 Approve Remuneration of Executive

Committee in the Amount of CHF 18 Million

Mgmt For Against



8 Approve Increase in Conditional Participation

Capital Reserved for Stock Option Plan

Mgmt For Against


executive remuneration to be assessed against performance conditions that are aligned with company

performance.Remuneration: A vote against is applied as LGIM expects all incentive plans to be capped either as a percentage

of salary or a fixed number of shares.






Kerry Group Plc

Meeting Date: 05/02/2019 Country: Ireland


Primary Security ID: G52416107

Ticker: KRZ

Primary ISIN: IE0004906560


Kerry Group Plc

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction


Reports

Mgmt For For

2 Approve Final Dividend Mgmt For For

3a Elect Marguerite Larkin as Director

Mgmt

For

For

3b Elect Christopher Rogers as Director

Mgmt

For

For

4a Re-elect Gerry Behan as Director

Mgmt

For

For

4b Re-elect Dr Hugh Brady as Director

Mgmt

For

For

4c Re-elect Gerard Culligan as Director

Mgmt

For

For

4d Re-elect Dr Karin Dorrepaal as Director

Mgmt

For

For

4e Re-elect Joan Garahy as Director

Mgmt

For

For

4f Re-elect James Kenny as Director

Mgmt

For

For

4g Re-elect Tom Moran as Director

Mgmt

For

For

4h Re-elect Con Murphy as Director

Mgmt

For

For

4i Re-elect Edmond Scanlon as Director

Mgmt

For

For

4j Re-elect Philip Toomey as Director

Mgmt

For

For

5 Authorise Board to Fix Remuneration of

Auditors

6 Approve Remuneration Report

Mgmt

Mgmt

For

For

For

For

7 Authorise Issue of Equity Mgmt For For

8 Authorise Issue of Equity without Pre-emptive

Rights


Rights in Connection with an Acquisition or

Specified Capital Investment

10 Authorise Market Purchase of A Ordinary

Shares

Mgmt

Mgmt

Mgmt

For

For

For

For

For

For

UBS Group AG




Ticker: UBSG



UBS Group AG

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction


Reports

Mgmt For For

2 Approve Remuneration Report (Non-Binding) Mgmt For Against

Blended Rationale: Remuneration: Performance period. A vote against is applied as LGIM expects remuneration to be measured

over at least a 3 year performance period. We encourage a period longer than 3 years to be set, excluding any holding period

to align with long-term value creation.

3.1 Approve Allocation of Income Mgmt For For

3.2 Approve Dividends of CHF 0.70 per Share


Mgmt For For


Management

Mgmt For Against

Blended Rationale: Governance Concerns: Discharge of duties. A vote AGAINST the formal discharge of the board of directors

and senior management is warranted on a precautionary basis, as the company was recently found guilty of illegal solicitation

and laundering the proceeds of tax evasion by a French court. Some shareholders may nevertheless wish to support this

resolution because the verdict is being appealed, meaning, it will be retried in its entirety.

5.1 Reelect Axel Weber as Director and Board

Chairman

Mgmt For For

5.2 Reelect David Sidwell as Director Mgmt For For

5.3 Reelect Jeremy Anderson as Director Mgmt For For

5.4 Reelect Reto Francioni as Director Mgmt For For

5.5 Reelect Fred Hu as Director Mgmt For For

5.6 Reelect Julie Richardson as Director Mgmt For For

5.7 Reelect Isabelle Romy as Director Mgmt For For

5.8 Reelect Robert Scully as Director Mgmt For For

5.9 Reelect Beatrice Weder di Mauro as Director Mgmt For For

5.10 Reelect Dieter Wemmer as Director Mgmt For For

6.1 Elect William Dudley as Director Mgmt For For

6.2 Elect Jeanette Wong as Director Mgmt For For

7.1 Reappoint Julie Richardson as Member of the


Mgmt For For

7.2 Reappoint Dieter Wemmer as Member of the


Mgmt For For

7.3 Appoint Reto Francioni as Member of the


Mgmt For For

7.4 Appoint Fred Hu as Member of the


Mgmt For For

8.1 Approve Maximum Remuneration of Directors

in the Amount of CHF 14.5 Million

Mgmt For For


UBS Group AG

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction



Mgmt For Against






33 Million

Mgmt For For

9 Designate ADB Altorfer Duss & Beilstein AG

as Independent Proxy

Mgmt For For

10 Ratify Ernst & Young AG as Auditors Mgmt For For






BASF SE

Meeting Date: 05/03/2019 Country: Germany


Primary Security ID: D06216317

Ticker: BAS

Primary ISIN: DE000BASF111

Proposal Vote


1

Receive Financial Statements and Statutory

Reports for Fiscal 2018 (Non-Voting)

Mgmt


of EUR 3.20 per Share

Mgmt For For

3 Approve Discharge of Supervisory Board for

Fiscal 2018

Mgmt For For

4 Approve Discharge of Management Board for

Fiscal 2018

Mgmt For For

5 Ratify KPMG AG as Auditors for Fiscal 2019 Mgmt For For

6.1 Elect Thomas Carell to the Supervisory Board Mgmt For For

6.2 Elect Dame Carnwath to the Supervisory

Board

Mgmt For For

6.3 Elect Franz Fehrenbach to the Supervisory

Board

Mgmt For For

6.4 Elect Juergen Hambrecht to the Supervisory

Board

Mgmt For For


BASF SE

Proposal Vote


6.5 Elect Alexander Karp to the Supervisory Board Mgmt For For

6.6

7

Elect Anke Schaeferkordt to the Supervisory

Board

Approve Creation of EUR 470 Million Pool of

Capital with Partial Exclusion of Preemptive

Rights

Mgmt

Mgmt

For

For

For

For

Boliden AB

Meeting Date: 05/03/2019 Country: Sweden


Primary Security ID: W2R820110

Ticker: BOL

Primary ISIN: SE0011088665

Proposal Vote


1

Open Meeting

Mgmt

2 Elect Chairman of Meeting Mgmt For For

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 Receive Financial Statements and Statutory

Reports

Mgmt

8 Receive Report on Work of Board and its

Committees

Mgmt

9 Receive President's Report Mgmt

10 Receive Report on Audit Work During 2018 Mgmt


Reports

Mgmt For For


of SEK 8.75 Per Share

Mgmt For For

13 Approve Discharge of Board and President Mgmt For For

14 Determine Number of Directors (7) and

Deputy Directors (0) of Board; Set Number of

Auditors at One

Mgmt For For

15 Approve Remuneration of Directors in the

Amount of SEK 1.75 Million for Chairman and

SEK 580,000 for Other Directors; Approve

Remuneration for Committee Work

Mgmt For For


Boliden AB

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

16.a

Reelect Marie Berglund as Director

Mgmt

For

For

16.b Reelect Tom Erixon as Director Mgmt For For

16.c Reelect Michael G:son Low as Director Mgmt For For

16.d Reelect Elisabeth Nilsson as Director Mgmt For For

16.e Reelect Pia Rudengren as Director Mgmt For For

16.f Reelect Anders Ullberg as Director Mgmt For Against

Blended Rationale: Board mandates: A vote against is applied as LGIM expects a CEO or a non-executive director not to hold

too many external roles to ensure they can undertake their duties effectively.

16.g Elect Perttu Louhiluoto as New Director Mgmt For For

16.h Reelect Anders Ullberg as Board Chairman

Mgmt

For

Against



17 Approve Remuneration of Auditors Mgmt For For

18 Ratify Deloitte as Auditors Mgmt For For

19 Approve Remuneration Policy And Other

Terms of Employment For Executive

Management

Mgmt For Against




20 Reelect Jan Andersson (Chairman), Lars Erik Mgmt For For

Forsgardh, Ola Peter Gjessing, Tommi

Saukkoriipi and Anders Ullberg as Members of

Nominating Committee

21 Approve Share Redemption Program Mgmt For For

22 Allow Questions Mgmt

23 Close Meeting Mgmt

Helvetia Holding AG



Primary Security ID: H3701P102

Ticker: HELN



Helvetia Holding AG

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1


Reports

Mgmt

For

For


Management

Mgmt For For



Mgmt For For

4.1 Elect Doris Schurter as Director and Board

Chairman

Mgmt For For

4.2.1 Elect Beat Fellmann as Director Mgmt For For

4.2.2 Elect Jean-Rene Fournier as Director Mgmt For For

4.2.3 Elect Ivo Furrer as Director Mgmt For For

4.2.4 Elect Hans Kuenzle as Director Mgmt For For

4.2.5 Elect Christoph Lechner as Director Mgmt For For

4.2.6 Elect Gabriela Payer as Director Mgmt For For

4.2.7 Elect Thomas Schmueckli as Director Mgmt For For

4.2.8 Elect Andreas von Planta as Director Mgmt For For

4.2.9 Elect Regula Wallimann as Director Mgmt For For

4.3.1 Appoint Christoph Lechner as Member of the


Mgmt For For

4.3.2 Appoint Gabriela Payer as Member of the


Mgmt For For

4.3.3 Appoint Andreas von Planta as Member of the


Mgmt For For

4.3.4 Appoint Regula Wallimann as Member of the


Mgmt For For

5.1 Approve 1:5 Stock Split Mgmt For For

5.2 Amend Articles Re: Alignment with Industry

Practice; Editorial Changes

Mgmt For For

6.1 Approve Fixed Remuneration of Directors in

the Amount of CHF 3 Million

Mgmt For For

6.2 Approve Fixed Remuneration of Executive


Mgmt For For



for Fiscal 2018

Mgmt For Against





Helvetia Holding AG

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

7 Designate Schmuki Bachmann as Independent

Proxy

8 Ratify KPMG AG as Auditors

Mgmt

Mgmt

For

For

For

For

9 Transact Other Business (Voting)

Mgmt

For

Against





Kingspan Group Plc



Primary Security ID: G52654103

Ticker: KRX

Primary ISIN: IE0004927939

Proposal Vote


1


Reports

Mgmt

For

For


3a Re-elect Eugene Murtagh as Director Mgmt For For

3b Re-elect Gene Murtagh as Director Mgmt For For

3c Re-elect Geoff Doherty as Director Mgmt For For

3d Re-elect Russell Shiels as Director Mgmt For For

3e Re-elect Peter Wilson as Director Mgmt For For

3f Re-elect Gilbert McCarthy as Director Mgmt For For

3g Re-elect Linda Hickey as Director Mgmt For For

3h Re-elect Michael Cawley as Director Mgmt For For

3i Re-elect John Cronin as Director Mgmt For For

3j Re-elect Bruce McLennan as Director Mgmt For For

3k Re-elect Jost Massenberg as Director Mgmt For For


Auditors

Mgmt For For

5 Approve Remuneration of Directors Mgmt For For

6 Approve Remuneration Policy Mgmt For For


Kingspan Group Plc

Proposal Vote



8 Authorise Issue of Equity

Mgmt

For

For


Rights


Rights in Connection with an Acquisition or

Other Capital Investment

11 Authorise Market Purchase of Shares

Mgmt

Mgmt

Mgmt

For

For

For

For

For

For

12 Authorise Reissuance of Treasury Shares

Mgmt

For

For

13 Authorise the Company to Call EGM with Two

Weeks' Notice

Mgmt

For

For

RWE AG



Primary Security ID: D6629K109

Ticker: RWE

Primary ISIN: DE0007037129

Proposal Vote


1



Mgmt



Mgmt For For


Fiscal 2018

Mgmt For For


Fiscal 2018

Mgmt For For

5 Ratify PricewaterhouseCoopers GmbH as

Auditors for Fiscal 2019

Mgmt For For


Auditors for Half-Year and Quarterly Reports

2019

Mgmt For For

7 Approve Conversion of Preference Shares into

Ordinary Shares

Mgmt For For

8 For Common Shareholders Only: Ratify

Conversion of Preference Shares into

Common Shares from Item 7

Mgmt For For


RWE AG


Meeting Type: Special

Primary Security ID: D6629K109

Ticker: RWE


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

Meeting for Preferred Holders Mgmt

1 Approve Conversion of Preference Shares into

Ordinary Shares

Mgmt

For

For

Jyske Bank A/S

Meeting Date: 05/06/2019 Country: Denmark


Primary Security ID: K55633117

Ticker: JYSK

Primary ISIN: DK0010307958

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1 Approve DKK 33.5 Million Reduction in Share

Capital via Share Cancellation

Mgmt For For

2 Authorize Editorial Changes to Adopted

Resolutions in Connection with Registration

with Danish Authorities

3 Close Meeting

Mgmt

Mgmt

For For

Kinnevik AB



Primary Security ID: W5139V109

Ticker: KINV.B


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1 Open Meeting Mgmt

2 Elect Chairman of Meeting

Mgmt

For

For

3 Prepare and Approve List of Shareholders

Mgmt

For

For


Kinnevik AB

Proposal Vote


4

Approve Agenda of Meeting

Mgmt

For

For



7 Receive Chairman's Report Mgmt



Reports on Consolidated Accounts

Mgmt


Reports on Consolidated Accounts

Mgmt For For



Mgmt For For


13 Determine Number of Members (6) and

Deputy Members (0) of Board

Mgmt For For


Amount of SEK 2.4 Million for Chairman, SEK

1.8 Million for Vice Chairman and SEK

600,000 for Other Directors; Approve

Remuneration for Committee Work; Approve

Remuneration of Auditors

Mgmt For For

15.a Reelect Dame Amelia Fawcett as Director Mgmt For For

15.b Reelect Wilhelm Klingspor as Director Mgmt For For

15.c Reelect Henrik Poulsen as Director Mgmt For For

15.d Reelect Charlotte Stromberg as Director Mgmt For Against



15.e Elect Susanna Campbell as New Director Mgmt For For

15.f Elect Brian McBride as New Director Mgmt For For

16 Elect Dame Amelia Fawcett as Board Chair Mgmt For For

17 Authorize Representatives of at Least Three

of Company's Largest Shareholders to Serve

on Nominating Committee

Mgmt For For



Management

Mgmt For Against

Blended Rationale: A vote AGAINST this item is warranted due to the board's payment of discretionary bonuses.

19.a Approve Performance Share Matching Plan

LTI 2019

19.b Amend Articles Re: Equity-Related

Mgmt

Mgmt

For

For

For

For


Kinnevik AB

Proposal Vote


19.c

20

Approve Issuance of Shares to Participants of

LTI 2019

Approve Transfer of Class B Shares

Mgmt

Mgmt

For

For

For

For

21 Authorize Share Repurchase Program

Mgmt

For

For

22 Approve Transaction with a Closely Related

Party; Transfer of Real Property from

Forvaltningsaktiebolaget Eris e Co to

Aggsjons Vildmark AB

23 Close Meeting

Mgmt

Mgmt

For

For

Securitas AB



Primary Security ID: W7912C118

Ticker: SECU.B


Proposal Vote


1

Open Meeting

Mgmt







8.a Receive Financial Statements and Statutory

Reports

Mgmt

8.b Receive Auditor's Report on Application of

Guidelines for Remuneration for Executive

Management

Mgmt

8.c Receive Board's Dividend Proposal Mgmt

9.a Accept Financial Statements and Statutory

Reports

Mgmt For For

9.b Approve Allocation of Income and Dividends


Mgmt For For

9.c Approve May 8, 2019, as Record Date for

Dividend Payment

Mgmt For For

9.d Approve Discharge of Board and President Mgmt For For


Securitas AB

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

10 Determine Number of Directors (8) and

Deputy Directors (0) of Board



845,000 for Vice Chairman, and SEK 635,000

for Other Directors; Approve Remuneration

for Committee Work; Approve Remuneration

of Auditors

Mgmt

Mgmt

For

For

For

Against

Blended Rationale: Auditor fees: A vote against is applied as LGIM does not expect excessive non-audit work to be conducted

by the company's external auditors as this brings into question the independence of their judgement.

12.a Reelect Ingrid Bonde, John Brandon, Anders

Boos, Fredrik Cappelen, Carl Douglas, Marie

Ehrling (Chairman), Sofia Schorling Hogberg

and Dick Seger as Directors

Mgmt For For

Shareholder Proposals Submitted by

Claus-Christian Gartner

Mgmt

12.b Elect Claus-Christian Gartner as New Director SH None Against

13 Ratify PricewaterhouseCoopers as Auditors Mgmt For Against

Blended Rationale: Auditor tenure: A vote against is applied as LGIM expects the role of the external auditor to be put to tender

on a regular basis.



Management

Mgmt For For

15 Authorize Share Repurchase Program and

Reissuance of Repurchased Shares

Mgmt For For

16 Approve 2019 Incentive Scheme and Related

Hedging Measures

Mgmt For For

17 Approve Performance Share Program LTI

2019/2021 for Key Employees and Related

Financing

Mgmt For Against

Blended Rationale: A vote AGAINST this item is warranted as performance targets are not disclosed, wherefore it is not

possible for shareholders to assess the stringency of the plan.


Claus-Christian Gartner

18 Conduct Investigation on Alleged

Wrongdoings in Securitas German Operations

19 Close Meeting

Mgmt

SH

Mgmt

None

Against

Tele2 AB



Primary Security ID: W95878166

Ticker: TEL2.B



Tele2 AB

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1

Open Meeting

Mgmt






7 Receive Chairman's Report Mgmt

8 Receive CEO's Report Mgmt


Reports

Mgmt


Reports

Mgmt For For



Mgmt For For




Mgmt For For


Amount of SEK 1.7 Million to Chair and SEK

625,000 to Other Directors; Approve



Mgmt For For

15.a Reelect Andrew Barron as Director Mgmt For For

15.b Reelect Anders Bjorkman as Director Mgmt For For

15.c Reelect Georgi Ganev as Director Mgmt For For

15.d Reelect Cynthia Gordon as Director Mgmt For For

15.e Reelect Eva Lindqvist as Director Mgmt For For

15.f Reelect Lars-Ake Norling as Director Mgmt For For

15.g Reelect Carla Smits-Nusteling as Director Mgmt For For

16 Elect Carla Smits-Nusteling as Board Chair Mgmt For For

17 Determine Number of Auditors (1); Ratify

Deloitte as Auditors

Mgmt For For


Tele2 AB

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction



Management

Mgmt For Against

Blended Rationale: A vote AGAINST this item is warranted because, even if the proposed general remuneration policy is

without concern, the company's retention incentive plan in connection with merger of Com Hem with the company, is not

without concern due to its discretionary nature and its size.

19.a Approve Restricted Stock Plan LTI 2019 Mgmt For For

19.b

19.c

19.d

19.e

20

Approve Equity Plan Financing Through

Issuance of Class C Shares


Repurchase of Class C Shares

Approve Transfer of Class B Shares to

Participants under LTI 2019


Transfer of Shares

Authorize Share Repurchase Program

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

For

For

For

For

For

For

For

For

For

For

21.a

21.b

21.c

22

Shareholder Proposals Submitted by Martin

Green

Conduct Investigation of the Company's

Efforts to Ensure that the Current Members of

the Board and Management Meet the Relevant

Requirements of Laws, Regulations and the

Ethical Values that Society Imposes on

Individuals in Senior Positions

In the Event that the Investigation Clarifies

Need, Relevant Measures Shall be Taken to

Ensure that the Requirements are Fulfilled

The Investigation and Any Measures Should

be Presented as Soon as Possible, and Not

Later than During General Meeting 2020

Close Meeting

Mgmt

SH

SH

SH

Mgmt

None

None

None

Against

Against

Against

Air Liquide SA

Meeting Date: 05/07/2019 Country: France

Meeting Type: Annual/Special

Primary Security ID: F01764103

Ticker: AI

Primary ISIN: FR0000120073

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

Ordinary Business Mgmt


Air Liquide SA

Proposal Vote


1

Approve Financial Statements and Statutory

Reports

Mgmt

For

For

2 Approve Consolidated Financial Statements

and Statutory Reports

Mgmt For For


of EUR 2.65 per Share and an Extra of EUR

0.26 per Share to Long Term Registered

Shares

Mgmt For For


Issued Share Capital

Mgmt For For

5 Reelect Sian Herbert-Jones as Director Mgmt For For

6 Reelect Genevieve Berger as Director Mgmt For For

7 Approve Auditors' Special Report on

Related-Party Transactions Mentioning the

Absence of New Transactions

Mgmt For For

8 Approve Compensation of Benoit Potier Mgmt For For

9 Approve Remuneration Policy of Executive

Officers

Mgmt For For

Extraordinary Business Mgmt

10 Authorize Decrease in Share Capital via

Cancellation of Repurchased Shares

Mgmt For For

11 Authorize Issuance of Equity or Equity-Linked

Securities with Preemptive Rights up to

Aggregate Nominal Amount of EUR 470

Million

Mgmt For For

12 Authorize Board to Increase Capital in the

Event of Additional Demand Related to

Delegation Submitted to Shareholder Vote

Above

Mgmt For For

13 Authorize up to 2 Percent of Issued Capital

for Use in Stock Option Plans

Mgmt For For

14 Authorize up to 0.5 Percent of Issued Capital

for Use in Restricted Stock Plans

Mgmt For For

15 Authorize Capital Issuances for Use in

Employee Stock Purchase Plans

Mgmt For For

16 Approve Stock Purchase Plan Reserved for

Employees of International Subsidiaries

Mgmt For For


17 Authorize Filing of Required Documents/Other

Formalities

Mgmt For For


Casino, Guichard-Perrachon SA




Ticker: CO


Proposal Vote


Ordinary Business

Mgmt

1 Approve Financial Statements and Statutory

Reports

Mgmt For For



Mgmt For For



Mgmt For For

4 Approve Transaction with Mercialys Re:

Specific Costs Agreement

Mgmt For For

5 Approve Compensation of Chairman and CEO Mgmt For For

6 Approve Remuneration Policy of Chairman

and CEO

Mgmt For Against

Blended Rationale: Remuneration: A vote against is applied as LGIM expects a sufficient portion of awards to be in the form of

shares to ensure alignment between executive and shareholder interests

7 Reelect Jean-Charles Naouri as Director Mgmt For For

8 Reelect Finatis as Director

Mgmt

For

Against

Blended Rationale: Governance Concerns: A vote against is applied as the nominee is a corporate entity. LGIM believes the

individual appointment of directors is an essential shareholder right.Independence: A vote against is applied as we have

concerns around the independence of the board.

9 Reelect Matignon Diderot as Director Mgmt For Against

Blended Rationale: Independence: A vote against is applied as we have concerns around the independence of the

board.Governance Concerns: A vote against is applied as the nominee is a corporate entity. LGIM believes the individual

appointment of directors is an essential shareholder right.

10 Renew Appointment of Gilles Pinoncely as

Censor

Mgmt For Against


individual appointment of directors is an essential shareholder right.A vote AGAINST this item is warranted because the

renewal is not proposed on a short-term basis and lacks rationale.



Mgmt For Against

Blended Rationale: This resolution warrants a vote AGAINST as the possibility of use during a takeover period cannot be fully

excluded.




Aggregate Nominal Amount of EUR 59 Million

Mgmt For For


Casino, Guichard-Perrachon SA

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

13

Authorize Issuance of Equity or Equity-Linked

Securities without Preemptive Rights up to

Aggregate Nominal Amount of EUR 16.7

Million

Mgmt

For

For

14 Approve Issuance of Equity or Equity-Linked

Securities for Private Placements, up to


Million

Mgmt For For

15 Authorize Board to Set Issue Price for 5

Percent Per Year of Issued Capital Pursuant to

Issue Authority without Preemptive Rights

Mgmt For For




Under Items 12-15

Mgmt For For

17 Authorize Capitalization of Reserves of Up to

EUR 59 Million for Bonus Issue or Increase in

Par Value

Mgmt For For

18 Authorize Capital Increase of Up to EUR 16.7

Million for Future Exchange Offers

Mgmt For For

19 Authorize Capital Increase of up to 10 Percent

of Issued Capital for Contributions in Kind

Mgmt For For

20 Set Total Limit for Capital Increase to Result

from All Issuance Requests at EUR 59 Million

Mgmt For For



Mgmt For For



Mgmt For For

23 Amend Article 11 of Bylaws Re: Shareholding

Disclosure Thresholds

Mgmt For For


Formalities

Mgmt For For

Deutsche Lufthansa AG



Primary Security ID: D1908N106

Ticker: LHA


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction



Mgmt


Deutsche Lufthansa AG

Proposal Vote




Mgmt For Against

Blended Rationale: A vote AGAINST the allocation of income resolution is warranted due to long-term low payout ratios.


Fiscal 2018

Mgmt For For


Fiscal 2018

Mgmt For For

5 Elect Monika Ribar to the Supervisory Board Mgmt For For

6 Approve Remuneration System for

Management Board Members

Mgmt For Against

Blended Rationale: A vote AGAINST the remuneration system is warranted because:- While performance criteria are disclosed,

the actual targets for the annual bonus and the multi-year variable remuneration are not, neither prospectively nor

retrospectively. By default, from an outsider's point of view, this gives the supervisory board great discretionary scope over the

variable compensation components.Nevertheless, some shareholders may wish to support this resolution as Deutsche

Lufthansa has made several improvements to its pay system, including the introduction of share ownership guidelines, the

removal of the possibility to award discretionary bonuses, and the simplification of the variable remuneration

components.Remuneration: A vote against is applied as LGIM expects a sufficient portion of awards to be assessed against

performance conditions to ensure alignment of remuneration with company performance.

7 Approve Creation of EUR 450 Million Pool of


Rights

Mgmt For For


Capital for Employee Stock Purchase Plan

Mgmt For For


Reissuance or Cancellation of Repurchased

Shares

Mgmt For For

10 Authorize Use of Financial Derivatives when

Repurchasing Shares

Mgmt For For



Mgmt For Against


on a regular basis.

Fuchs Petrolub SE




Ticker: FPE3


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction



Mgmt


Fuchs Petrolub SE

Proposal Vote



of EUR 0.94 per Ordinary Share and EUR 0.95

per Preferred Share


Fiscal 2018


Fiscal 2018

5 Elect Kurt Bock to the Supervisory Board

Mgmt

Mgmt

Mgmt

Mgmt

For

For

For

For

For

For

For

For



Mgmt

For

For

Hennes & Mauritz AB




Ticker: HM.B


Proposal Vote


1

Open Meeting

Mgmt







8.a Receive Financial Statements and Statutory

Reports

Mgmt

8.b Receive Auditor's Statement, and Statement

By Chairman of Audit Committee

Mgmt

8.c Receive Board's Report Mgmt

8.d Receive Nominating Committee's Report Mgmt


Reports

Mgmt For For

Items 9b1 and 9b2 are Competing and

Mutually Exclusive Proposals from the Board

and Clean Clothes Campaign International

Office

Mgmt


Hennes & Mauritz AB

Proposal Vote


9.b1

Approve Allocation of Income and Dividends


Mgmt

For

For

9.b2 Approve Omission of Dividends SH None Do Not

Vote

9.c Approve Discharge of Board and President Mgmt For For


Deputy Members (0) of Board; Determine

Number of Auditors (1) and Deputy Auditors

(0)

Mgmt For For


Amount of SEK 1.7 Million for Chairman, and

SEK 650,000 for Other Directors; Approve



Mgmt For For

12.a Reelect Stina Bergfors as Director Mgmt For For

12.b Reelect Anders Dahlvig as Director Mgmt For For

12.c Reelect Lena Patriksson Keller as Director Mgmt For For

12.d Reelect Stefan Persson as Director Mgmt For For

12.e Reelect Christian Sievert as Director Mgmt For Against

Blended Rationale: A vote AGAINST candidate Christian Sievert is warranted due to his status as non-independent chairman of

the audit committee.

12.f Reelect Erica Wiking Hager as Director Mgmt For For

12.g Reelect Niklas Zennstrom as Director Mgmt For For

12.h Elect Danica Kragic Jensfelt as New Director Mgmt For For

12.i Elect Stefan Persson as Board Chairman Mgmt For For

13 Ratify Ernst & Young as Auditors Mgmt For For

14 Authorize Chairman of Board and

Representatives of Four of Company's Largest

Shareholders to Serve on Nominating

Committee

Mgmt For Against

Blended Rationale: A vote AGAINST this item is warranted, because the chair of the board is also the chair of the committee.

15.a Approve Remuneration Policy And Other


Management

Mgmt

For

Against





Fondazione Finanza Etica and Meeschart

Asset Management

Mgmt


Hennes & Mauritz AB

Proposal Vote


15.b

16

17

Disclose Sustainability Targets to be Achieved

in order for Senior Executives to be Paid

Variable Remuneration; Report Annually on

the Performance of Senior Executives About

Sustainability Targets

Shareholder Proposals Submitted by Bernt

Collin

Conduct a SEK 5 Million General Analysis

About the Assessing of Improvement

Activities

Close Meeting

SH

Mgmt

SH

Mgmt

None

None

Against

Against

Hochtief AG




Ticker: HOT


Proposal Vote


1



Mgmt



Mgmt For For


Fiscal 2018

Mgmt For For


Fiscal 2018

Mgmt For For


6 Approve Creation of EUR 24.7 Million Pool of


Rights

Mgmt For Against

Blended Rationale: A vote AGAINST the proposed issuance authorization is warranted because the issuance request would

result in a potentially excessive dilution of 13.6 percent.

7 Amend Articles Re: Editorial Changes Mgmt For For

Investment AB Latour



Primary Security ID: W5R10B108

Ticker: LATO.B



Investment AB Latour

Proposal Vote


1

Open Meeting

Mgmt







Reports

Mgmt



Reports

Mgmt For For



Mgmt For For




Mgmt For For


Aggregate Amount of SEK 8.2 Million;

Approve Remuneration of Auditors

Mgmt For Against

Blended Rationale: A vote AGAINST this item is warranted, as the proposed regular director fees are increased excessively and

are now considered excessive in relation to comparable domestic peers.

12 Reelect Mariana Burenstam Linder, Anders

Boos, Carl Douglas, Eric Douglas, Olle

Nordstrom (Chairman) and Lena Olving as

Directors; Elect Joakim Rosengren and Johan

Hjertonsson as Directors

Mgmt For For

13 Ratify PricewaterhouseCoopers as Auditors Mgmt For For



Mgmt For For



Management

Mgmt For Against



16 Approve Stock Option Plan for Key Employees Mgmt For Against





Kuehne + Nagel International AG



Primary Security ID: H4673L145

Ticker: KNIN


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1


Reports

Mgmt

For

For



Mgmt For For


Management

Mgmt For For

4.1.1 Reelect Renato Fassbind as Director Mgmt For For

4.1.2 Reelect Karl Gernandt as Director Mgmt For For

4.1.3 Reelect Klaus-Michael Kuehne as Director Mgmt For For

4.1.4 Reelect Thomas Staehelin as Director Mgmt For Against

Blended Rationale: A vote AGAINST Thomas Staehelin is warranted because he is non-independent and is currently the chair of

the audit committee.

4.1.5 Reelect Hauke Stars as Director Mgmt For For

4.1.6 Reelect Martin Wittig as Director Mgmt For For

4.1.7 Reelect Joerg Wolle as Director Mgmt For For

4.2 Elect David Kamenetzky as Director Mgmt For For

4.3 Reelect Joerg Wolle as Board Chairman Mgmt For For

4.4.1 Reappoint Karl Gernandt as Member of the


Mgmt For Against

Blended Rationale: Votes AGAINST the non-independent nominees Karl Gernandt and Klaus-Michael Kuehne are warranted


4.4.2 Reappoint Klaus-Michael Kuehne as Member

of the Compensation Committee

Mgmt For Against

Blended Rationale: Votes AGAINST the non-independent nominees Karl Gernandt and Klaus-Michael Kuehne are warranted


4.4.3 Appoint Hauke Stars as Member of the Mgmt For For

4.5


Designate Investarit AG as Independent Proxy

Mgmt

For

For

4.6 Ratify Ernst & Young AG as Auditors Mgmt For For

5.1 Approve Remuneration Report Mgmt For Against

Blended Rationale: Remuneration: A vote against is applied as LGIM expects all incentive plans to be capped either as a

percentage of salary or a fixed number of shares.Remuneration: Performance conditions. A vote against is applied as LGIM

expects a sufficient portion of executive remuneration to be assessed against performance conditions that are aligned with

company performance.


Kuehne + Nagel International AG

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction


Amount of CHF 5 Million

Mgmt For Against

Blended Rationale: A vote AGAINST this resolution is warranted because - The proposed envelope could lead to board fees that

can be considered high when compared to companies with similar revenues and of the same industry. - The company has not

provided a compelling rationale.



Mgmt For Against


percentage of salary or a fixed number of shares.Remuneration: Performance conditions. A vote against is applied as LGIM

expects a sufficient portion of executive remuneration to be assessed against performance conditions that are aligned with

company performance.A vote AGAINST this proposal is warranted because the company has proposed a pay envelope for

executive management that represents a significant potential increase in remuneration, and the company has not provided an

explanation for the proposed increase or sufficient transparency on the parameters of its variable compensation in its

compensation disclosures.


Blended Rationale: Governance Concerns: A vote AGAINST is warranted because- This item concerns additional instructions




Allianz SE




Ticker: ALV


Proposal Vote


1



Mgmt



Mgmt For For


Fiscal 2018

Mgmt For For


Fiscal 2018

Mgmt For For



Mgmt For Against

Blended Rationale: Remuneration: A vote against is applied as LGIM expects a sufficient portion of awards to be assessed

against performance conditions to ensure alignment of remuneration with company performance.

6 Approve Affiliation Agreement with AllSecur

Deutschland AG

Mgmt For For


Cellnex Telecom SA

Meeting Date: 05/08/2019 Country: Spain


Primary Security ID: E2R41M104

Ticker: CLNX

Primary ISIN: ES0105066007

Proposal Vote


1

Approve Consolidated and Standalone

Financial Statements

Mgmt

For

For

2 Approve Non-Financial Information Report Mgmt For For

3 Approve Treatment of Net Loss Mgmt For For

4 Approve Discharge of Board Mgmt For For

5 Renew Appointment of Deloitte as Auditor Mgmt For For

6 Amend Article 26 Re: Director Remuneration Mgmt For For

7 Approve Annual Maximum Remuneration Mgmt For For

8 Approve Grant of Shares to CEO Mgmt For Against





10.1 Reelect Tobias Martinez Gimeno as Director Mgmt For For

10.2 Ratify Appointment of and Elect Marco

Patuano as Director

Mgmt For For

10.3 Ratify Appointment of and Elect Carlo

Bertazzo as Director

Mgmt For For

10.4 Ratify Appointment of and Elect Elisabetta De

Bernardi di Valserra as Director

Mgmt For For

10.5 Ratify Appointment of and Elect John

Benedict Mc Carthy as Director

Mgmt For For

11 Authorize Increase in Capital up to 50 Percent

via Issuance of Equity or Equity-Linked

Securities, Excluding Preemptive Rights of up

to 10 Percent

Mgmt For For

12 Authorize Issuance of Convertible Bonds,

Debentures, Warrants, and Other Debt

Securities with Exclusion of Preemptive Rights

up to 10 Percent of Capital

Mgmt For For

13 Authorize Board to Ratify and Execute

Approved Resolutions

Mgmt For For


Cellnex Telecom SA

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

14 Advisory Vote on Remuneration Report Mgmt For Against




Deutsche Boerse AG



Primary Security ID: D1882G119

Ticker: DB1


Proposal Vote


1



Mgmt



Mgmt For For


Fiscal 2018

Mgmt For For


Fiscal 2018

Mgmt For For

5.1 Elect Clara-Christina Streit to the Supervisory

Board

Mgmt For For

5.2 Elect Charles Stonehill to the Supervisory

Board

Mgmt For For



Shares

Mgmt For For

7 Authorize Use of Financial Derivatives when

Repurchasing Shares

Mgmt For For

8 Approve Issuance of Warrants/Bonds with

Warrants Attached/Convertible Bonds without

Preemptive Rights up to Aggregate Nominal

Amount of EUR 5 Billion; Approve Creation of

EUR 17.8 Million Pool of Capital to Guarantee

Conversion Rights

Mgmt For For

9 Approve Affiliation Agreement with Subsidiary

Clearstream Beteiligungs AG

Mgmt For For



Fastighets Balder AB




Ticker: BALD.B


Proposal Vote


1

Open Meeting

Mgmt







Reports

Mgmt


Reports

Mgmt For For

8.b Approve Allocation of Income and Omission

of Dividends

Mgmt For For




Mgmt For For


Aggregate Amount of SEK 560,000; Approve


Mgmt For For

11 Reelect Christina Rogestam (Chairperson),

Erik Selin, Fredrik Svensson, Sten Duner and

Anders Wennergren as Directors; Ratify

PricewaterhouseCoopers as Auditors

Mgmt For Against

Blended Rationale: Independence: A vote against is applied as the board is not sufficiently independent which is a critical

element for a board to protect shareholders' interests.

12 Authorize Lars Rasin and Representatives of

Two of Company's Largest Shareholders to

Serve on Nominating Committee

Mgmt For For



Management

Mgmt For Against




14 Approve Issuance of up to 20 Million Class B

Shares without Preemptive Rights

Mgmt For Against

Blended Rationale: A vote AGAINST this issuance authorization is warranted because the potential share capital increase is

excessive.


Fastighets Balder AB

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

15 Authorize Class B Share Repurchase Program

and Reissuance of Repurchased Shares

16 Close Meeting

Mgmt

Mgmt

For For

Fomento de Construcciones y Contratas SA



Primary Security ID: E52236143

Ticker: FCC


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1



Mgmt

For

For

1.2 Approve Discharge of Board Mgmt For For

1.3 Approve Non-Financial Information Report Mgmt For For


2 Renew Appointment of Deloitte as Auditor Mgmt For For

3.1 Reelect Alejandro Aboumrad Gonzalez as

Director

Mgmt For Against



3.2 Reelect Dominum Direccion y Gestion SA as

Director

Mgmt For Against


element for a board to protect shareholders' interests.Corporate Entity: A vote against is applied as the nominee is a corporate

entity. LGIM believes the appointment of individual directors is an essential shareholder right.

3.3 Reelect Gerardo Kuri Kaufmann as Director Mgmt For For

3.4 Reelect Manuel Gil Madrigal as Director Mgmt For For

3.5 Reelect Inmobiliaria AEG SA de CV as Director

Mgmt

For

Against




3.6 Reelect Samede Inversiones 2010 SL as

Director

Mgmt For Against





Fomento de Construcciones y Contratas SA

Proposal Vote


3.7

Reelect Alvaro Vazquez de Lapuerta as

Director

Mgmt

For

For

3.8 Reelect Henri Proglio as Director Mgmt For For

4.1 Allow Alejandro Aboumrad Gonzalez to Be

Involved in Other Companies

Mgmt For For

4.2 Allow Gerardo Kuri Kaufmann to Be Involved

in Other Companies

Mgmt For For

4.3 Allow Inmobiliaria AEG SA de CV to Be

Involved in Other Companies

Mgmt For For

5 Authorize Capitalization of Reserves for Scrip

Dividends

Mgmt For For

6.1 Approve Remuneration of Directors Mgmt For For

6.2 Advisory Vote on Remuneration Report Mgmt For Against



to align with long-term value creation.A vote AGAINST this item is warranted because:- The board has the discretion to

increase the CEO's annual bonus even though initial targets have not been met, which makes bonus cap irrelevant;- 50 percent

of STI targets remain undisclosed; and,- Remuneration for board-related duties is based on profit sharing, which is likely to

impair directors' oversight functions.

7 Approve Reorganization Plan Mgmt For For

8 Authorize Increase in Capital up to 50 Percent

via Issuance of Equity or Equity-Linked

Securities, Excluding Preemptive Rights of up

to 20 Percent

Mgmt For Against

Blended Rationale: A vote AGAINST this item is warranted as the potential dilution of shareholders exceeds the guidelines for

issuances without preemptive rights.

9 Authorize Company to Call EGM with 15 Days' Mgmt

Notice

For

For

10 Authorize Board to Ratify and Execute Mgmt


For

For

Hannover Rueck SE


Primary Security ID: D3015J135

Meeting Type: Annual Ticker: HNR1


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction



Mgmt


Hannover Rueck SE

Proposal Vote


2


of EUR 3.75 per Share and a Special Dividend


Mgmt

For

For


Fiscal 2018

Mgmt For For


Fiscal 2018

Mgmt For For

5.1 Elect Herbert Haas to the Supervisory Board Mgmt For Against

Blended Rationale: A vote AGAINST Herbert Haas is warranted because he is non-independent and is currently the chair of the

audit committee.

5.2 Elect Torsten Leue to the Supervisory Board Mgmt For Against

Blended Rationale: A vote AGAINST the non-independent audit committee member, Torsten Leue, is warranted because the

company has failed to establish a sufficiently independent audit committee.

5.3 Elect Ursula Lipowsky to the Supervisory

Board

5.4 Elect Michael Ollmann to the Supervisory

Board

5.5 Elect Andrea Pollak to the Supervisory Board

Mgmt

Mgmt

Mgmt

For

For

For

For

For

For

5.6 Elect Erhard Schipporeit to the Supervisory

Board

Mgmt

For

For

Investor AB




Ticker: INVE.B


Proposal Vote


1

Elect Chairman of Meeting

Mgmt

For

For






Reports

Mgmt


8 Receive Board and Board Committee Reports Mgmt


Investor AB

Proposal Vote


9


Reports

Mgmt

For

For




Mgmt For For

12.a Determine Number of Members (11) and


Mgmt For For

12.b Determine Number of Auditors (1) and

Deputy Auditors (0)

Mgmt For For

13.a Approve Remuneration of Directors in the


1.62 Million for Vice Chairman, and SEK

750,000 for Other Directors; Approve


Mgmt For For

13.b Approve Remuneration of Auditors Mgmt For For

14.a Elect Dominic Barton as New Director Mgmt For For

14.b Reelect Gunnar Brock as Director Mgmt For For

14.c Reelect Johan Forssell as Director Mgmt For Against



14.d Reelect Magdalena Gerger as Director Mgmt For For

14.e Reelect Tom Johnstone as Director

Mgmt

For

For

14.f Reelect Sara Mazur as Director

Mgmt

For

Against



14.g Reelect Grace Reksten Skaugen as Director Mgmt For Against


element for a board to protect shareholders' interests.Skaugen is also a non-independent chairman of the audit committee.

14.h Reelect Hans Straberg as Director Mgmt For Against



14.i Reelect Lena Treschow Torell as Director Mgmt For Against



14.j Reelect Jacob Wallenberg as Director Mgmt For Against




Investor AB

Proposal Vote


14.k Reelect Marcus Wallenberg as Director Mgmt For Against


too many external roles to ensure they can undertake their duties effectively.Independence: A vote against is applied as the

board is not sufficiently independent which is a critical element for a board to protect shareholders' interests.

15 Reelect Jacob Wallenberg as Board Chairman Mgmt For Against



16 Ratify Deloitte as Auditors Mgmt For For

17.a

17.b

17.c

18.a

18.b

19

20

Approve Remuneration Policy And Other


Management

Approve Performance Share Matching Plan

LTI 2019 for Management and Other

Employees

Approve Performance Share Matching Plan

LTI 2019 for Patricia Industries Employees

Authorize Repurchase of Issued Share Capital

and Reissuance of Repurchased Shares for

General Purposes and in Support of

Long-Term Incentive Program and Synthetic

Share Program for Board of Directors

Authorize Reissuance of up to 600,000

Repurchased Shares in Support of 2019

Long-Term Incentive Program

Shareholder Proposals Submitted by Christer

Lofstrom

Instruct CEO to Report to the 2020 AGM

about Future Engagement in Sub-Saharan

Africa

Close Meeting

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

SH

Mgmt

For

For

For

For

For

None

For

For

For

For

For

Against

Koninklijke DSM NV



Primary Security ID: N5017D122

Ticker: DSM


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

Annual Meeting Agenda Mgmt

1 Open Meeting Mgmt


Koninklijke DSM NV

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

2

3.a

3.b

3.c

Receive Report of Management Board

(Non-Voting)

Discuss Implementation of Remuneration

Policy

Amend Remuneration Policy for Management

Board

Amend Remuneration of Supervisory Board

Mgmt

Mgmt

Mgmt

Mgmt

For

For

For

For

4 Adopt Financial Statements

Mgmt

For

For

5.a Receive Explanation on Company's Reserves

and Dividend Policy

5.b Approve Dividends of EUR 2.30 Per Share

Mgmt

Mgmt

For

For

6.a Approve Discharge of Management Board

Mgmt

For

For

6.b Approve Discharge of Supervisory Board

Mgmt

For

For

7.a Reelect Pauline van der Meer Mohr to

Supervisory Board

7.b Elect Erica Mann to Supervisory Board

Mgmt

Mgmt

For

For

For

For

8 Ratify KPMG as Auditors

Mgmt

For

For

9.a

9.b

10

11

Grant Board Authority to Issue Shares Up To

10 Percent of Issued Capital and Exclude Pre-

emptive Rights

Grant Board Authority to Issue Shares Up To

10 Percent of Issued Capital in Connection

with a Rights Issue

Authorize Repurchase of Up to 10 Percent of


Approve Cancellation of Repurchased Shares

Mgmt

Mgmt

Mgmt

Mgmt

For

For

For

For

For

For

For

For

12 Other Business (Non-Voting) Mgmt


Pargesa Holding SA




Ticker: PARG



Pargesa Holding SA

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1


Reports

Mgmt

For

For


of CHF 2.56 per Bearer Share and CHF 0.26

per Registered Share

Mgmt For For


Management

Mgmt For For

4.1.a Elect Bernard Daniel as Director Mgmt For For

4.1.b Elect Victor Delloye as Director Mgmt For Against



4.1.c Reelect Andre Desmarais as Director Mgmt For Against



4.1.d Reelect Paul Desmarais Jr as Director Mgmt For Against



4.1.e Reelect Paul Desmarais III as Director Mgmt For Against



4.1.f Reelect Cedric Frere as Director Mgmt For Against



4.1.g Reelect Gerald Frere as Director Mgmt For Against



4.1.h Reelect Segolene Gallienne as Director Mgmt For Against



4.1.i Reelect Jean-Luc Herbez as Director Mgmt For For

4.1.j Reelect Barbara Kux as Director

Mgmt

For

For

4.1.k Reelect Jocelyn Lefebvre as Director

Mgmt

For

Against



4.1.l Reelect Michel Pebereau as Director Mgmt For Against




Pargesa Holding SA

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

4.1.m Reelect Amaury de Seze as Director Mgmt For Against



4.1.n Reelect Arnaud Vial as Director Mgmt For Against



4.1.o Elect Xavier Le Clef as Director Mgmt For Against



4.2 Reelect Paul Desmarais Jr as Board Chairman Mgmt For Against



4.3.1 Reappoint Bernard Daniel as Member of the


Mgmt For For

4.3.2 Reappoint Jean-Luc Herbez as Member of the


Mgmt For For

4.3.3 Reappoint Barbara Kux as Member of the


Mgmt For For

4.3.4 Reappoint Amaury de Seze as Member of the


Mgmt For Against



4.3.5 Appoint Xavier Le Clef as Member of the


Mgmt For Against



4.4 Designate Valerie Marti as Independent Proxy Mgmt For For

4.5 Ratify Deloitte SA as Auditors Mgmt For For



Mgmt For Against

Blended Rationale: A vote AGAINST this resolution is warranted because non-executive directors receive retirement benefits.



Mgmt

For

Against


executive remuneration to be assessed against performance conditions that are aligned with company

performance.Remuneration: Performance period. A vote against is applied as LGIM expects remuneration to be measured over

at least a 3 year performance period. We encourage a period longer than 3 years to be set, excluding any holding period to

align with long-term value creation.


Blended Rationale: Governance Conerns: A vote AGAINST is warranted because:- This item concerns additional instructions





Royal Boskalis Westminster NV



Primary Security ID: N14952266

Ticker: BOKA


Proposal Vote



Mgmt

1 Open Meeting Mgmt

2 Receive Report of Management Board

(Non-Voting)

Mgmt

3 Discuss Remuneration Policy Mgmt

4.a Adopt Financial Statements and Statutory

Reports

Mgmt For For

4.b Receive Report of Supervisory Board

(Non-Voting)

Mgmt

5.a Discuss Allocation of Income Mgmt

5.b Approve Dividends of EUR 0.50 Per Share Mgmt For For

6 Approve Discharge of Management Board Mgmt For For

7 Approve Discharge of Supervisory Board Mgmt For For

8.a Elect J.A. Tammenoms Bakker to Supervisory

Board

Mgmt For For

8.b Elect D.A. Sperling to Supervisory Board Mgmt For For

8.c Reelect J. van der Veer to Supervisory Board Mgmt For For

8.d Reelect J.N. van Wiechen to Supervisory

Board

Mgmt For For

9.a Elect C. van Noort to Management Board Mgmt For For

9.b Reelect P.A.M. Berdowski to Management

Board

Mgmt For For

9.c Reelect T.L. Baartmans to Management Board Mgmt For For



Mgmt For For

11 Approve Cancellation of Repurchased Shares Mgmt For For




TERNA Rete Elettrica Nazionale SpA

Meeting Date: 05/08/2019 Country: Italy


Primary Security ID: T9471R100

Ticker: TRN

Primary ISIN: IT0003242622

Proposal Vote


Ordinary Business

Mgmt

Management Proposals Mgmt


Reports

Mgmt For For

2 Approve Allocation of Income Mgmt For For

3A Elect Paolo Calcagnini as Director Mgmt For For

Shareholder Proposal Submitted by

Institutional Investors (Assogestioni)

Mgmt

3B Elect Marco Giorgino as Director SH None For


4 Approve Auditors and Authorize Board to Fix

Their Remuneration

Mgmt For For

5 Approve Remuneration Policy Mgmt For Against

Blended Rationale: Remuneration: A vote against is applied as LGIM expects a sufficient portion of awards to be assessed

against performance conditions to ensure alignment of remuneration with company performance.

A Deliberations on Possible Legal Action Against

Directors if Presented by Shareholders

Mgmt None Against

Vifor Pharma AG



Primary Security ID: H9150Q103

Ticker: VIFN


Proposal Vote


1


Reports

Mgmt

For

For


Management

Mgmt For For



Mgmt For For


Vifor Pharma AG

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

4

Approve Remuneration Report

Mgmt

For

For



Mgmt For For



Mgmt For For

6.1.1 Reelect Etienne Jornod as Director and Board

Chairman

Mgmt For For

6.1.2 Reelect Michel Burnier as Director Mgmt For For

6.1.3 Reelect Romeo Cerutti as Director Mgmt For For

6.1.4 Reelect Jacques Theurillat as Director Mgmt For For

6.1.5 Reelect Gianni Zampieri as Director Mgmt For For

6.1.6 Elect Sue Mahony as Director Mgmt For For

6.1.7 Elect Kim Stratton as Director Mgmt For For

6.2.1 Reappoint Michel Burnier as Member of the


Mgmt For For

6.2.2 Appoint Romeo Cerutti as Member of the


Mgmt For For

6.2.3 Appoint Sue Mahony as Member of the


Mgmt For For

6.3 Designate Walder Wyss AG as Independent

Proxy

Mgmt For For

6.4 Ratify Ernst & Young AG as Auditors Mgmt For Against








ACS Actividades de Construccion y Servicios SA



Primary Security ID: E7813W163

Ticker: ACS




Proposal Vote


1.1



Mgmt

For

For




4 Appoint KPMG Auditores as Auditor Mgmt For For

5.1 Elect Antonio Botella Garcia as Director Mgmt For For

5.2 Elect Emilio Garcia Gallego as Director Mgmt For For

5.3 Elect Catalina Minarro Brugarolas as Director Mgmt For For

5.4 Elect Agustin Batuecas Torrego as Director Mgmt For For

5.5 Elect Jose Luis del Valle Perez as Director Mgmt For For

5.6 Elect Antonio Garcia Ferrer as Director Mgmt For For

5.7 Elect Florentino Perez Rodriguez as Director Mgmt For Against



5.8 Elect Joan-David Grima i Terre as Director Mgmt For Against



5.9 Elect Jose Maria Loizaga Viguri as Director Mgmt For Against



5.10 Elect Pedro Jose Lopez Jimenez as Director Mgmt For Against



5.11 Elect Miguel Roca Junyent as Director Mgmt For Against



5.12 Elect Maria Soledad Perez Rodriguez as

Director

Mgmt For Against






7 Receive Amendments to Board of Directors

Regulations

Mgmt



Proposal Vote


8

Amend Articles

Mgmt

For

For


Dividends and Approve Reduction in Share

Capital via Amortization of Treasury Shares

Mgmt For For

10 Authorize Share Repurchase and Capital

Reduction via Amortization of Repurchased

Shares

Mgmt For For

11 Authorize Issuance of Convertible Bonds,

Debentures, Warrants, and Other Debt

Securities up to EUR 3 Billion with Exclusion

of Preemptive Rights up to 20 Percent of

Capital

Mgmt For Against

Blended Rationale: Votes AGAINST these items are warranted, as the potential dilution exceeds the guidelines for issuances

without preemptive rights.



Mgmt For For

adidas AG



Primary Security ID: D0066B185

Ticker: ADS

Primary ISIN: DE000A1EWWW0

Proposal Vote


1



Mgmt



Mgmt For For


Fiscal 2018

Mgmt For For


Fiscal 2018

Mgmt For For

5.1 Reelect Ian Gallienne to the Supervisory

Board

Mgmt For Against



5.2 Reelect Herbert Kauffmann to the Supervisory

Board

Mgmt For For

5.3 Reelect Igor Landau to the Supervisory Board Mgmt For For

5.4 Reelect Kathrin Menges to the Supervisory

Board

Mgmt For For


adidas AG

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

5.5 Reelect Nassef Sawiris to the Supervisory

Board

5.6 Elect Thomas Rabe to the Supervisory Board

Mgmt

Mgmt

For

For

For

For

5.7 Elect Bodo Uebber to the Supervisory Board

Mgmt

For

For

5.8 Elect Jing Ulrich to the Supervisory Board

Mgmt

For

For



Rights

7 Approve Cancellation of Conditional Capital

Authorization

8 Ratify KPMG AG as Auditors for Fiscal 2019

Mgmt

Mgmt

Mgmt

For

For

For

For

For

For

Buzzi Unicem SpA



Primary Security ID: T2320M109

Ticker: BZU


Proposal Vote


Ordinary Business

Mgmt



Reports

Mgmt For For


3 Integrate Remuneration of External Auditors Mgmt For For



Mgmt For For

Shareholder Proposal Submitted by


Mgmt

5 Elect Mario Paterlini as Director SH None For

Management Proposal Mgmt




to align with long-term value creation.A vote AGAINST this item is warranted because:- The company does not provide

sufficient information on the performance criteria that will be used to determine the 2019 short-term incentives.- The company

has failed to establish a remuneration committee.


Dufry AG



Primary Security ID: H2082J107

Ticker: DUFN


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1


Reports

Mgmt

For

For

1.2 Approve Remuneration Report Mgmt For For


of CHF 4.00 per Share from Capital

Contribution Reserves

Mgmt For For


Management

Mgmt For For

4 Approve CHF 16.5 Million Reduction in Share

Capital via Cancellation of Repurchased

Shares

Mgmt For For



Mgmt For For

6.1 Reelect Juan Carretero as Director and Board

Chairman

Mgmt For For

6.2.1 Reelect Jorge Born as Director Mgmt For For

6.2.2 Reelect Claire Chiang as Director Mgmt For For

6.2.3 Reelect Julian Gonzalez as Director Mgmt For For

6.2.4 Reelect Heekyung Min as Director Mgmt For For

6.2.5 Reelect Andres Neumann as Director Mgmt For For

6.2.6 Reelect Steven Tadler as Director Mgmt For For

6.2.7 Reelect Lynda Tyler-Cagni as Director Mgmt For For

6.3 Elect Luis Camino as Director Mgmt For For

7.1 Reappoint Jorge Born as Member of the


Mgmt For For

7.2 Reappoint Claire Chiang as Member of the


Mgmt For For

7.3 Reappoint Lynda Tyler-Cagni as Member of


Mgmt For For

8 Ratify Ernst & Young Ltd as Auditors Mgmt For For

9 Designate Altenburger Ltd as Independent

Proxy

Mgmt For For

10 Amend Articles Re: Remuneration of the

Board of Directors

Mgmt For For


Dufry AG

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction





Mgmt

Mgmt

For

For

For

Against

Blended Rationale: A vote AGAINST this proposal is warranted because:- The company has proposed a pay envelope for

executive management that represents a significant potential increase in remuneration, and the company has not provided an

explanation for the proposed increase or sufficient transparency on the parameters of its variable compensation in its

compensation disclosures.- Compensation levels at Dufry are already high relative to peers.






Epiroc AB




Ticker: EPI.A


Proposal Vote


1

Open Meeting; Elect Chairman of Meeting

Mgmt

For

For






Reports

Mgmt



Reports

Mgmt For For

8.b Approve Discharge of Board and President Mgmt For For

8.c Approve Allocation of Income and Dividends


Mgmt For For

8.d Approve Record Date for Dividend Payment Mgmt For For

9.a Determine Number of Members (8) and

Deputy Members of Board

Mgmt For For


Epiroc AB

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

9.b

Determine Number of Auditors (1) and

Deputy Auditors

Mgmt

For

For

10.a Reelect Lennart Evrell, Johan Forssell, Jeane

Hull, Ronnie Leten, Per Lindberg, Ulla Litzen,

Astrid Skarheim Onsum and Anders Ullberg as

Directors

Mgmt For For

10.b Reelect Ronnie Leten as Board Chairman Mgmt For For

10.c Ratify Deloitte as Auditors Mgmt For For

11.a Approve Remuneration of Directors in the

Amount of SEK 2.1 Million for Chair and SEK

640,000 for Other Directors; Approve Partly

Remuneration in Synthetic Shares; Approve


Mgmt For For

11.b Approve Remuneration of Auditors Mgmt For For

12.a Approve Remuneration Policy And Other


Management

Mgmt For Against



12.b Approve Stock Option Plan 2019 for Key

Employees

Mgmt For Against



13.a Approve Equity Plan Financing of Stock

Option Plan 2019 Through Repurchase of

Class A Shares

Mgmt For For

13.b Approve Repurchase of Shares to Pay 50 Per

cent of Director's Remuneration in Synthetic

Shares

Mgmt For For

13.c Approve Equity Plan Financing of Stock

Option Plan 2019 Through Transfer of Class A

Shares to Participants

Mgmt For For

13.d Approve Sale of Class A Shares to Finance

Director Remuneration in Synthetic Shares

Mgmt For For

13.e Approve Sale of Class A Shares to Finance

Stock Option Plan 2014, 2015 and 2016

Mgmt For For

14 Authorize Chairman of Board and

Representatives of Four of Company's Largest

Shareholders to Serve on Nominating

Committee

Mgmt For For



HeidelbergCement AG




Ticker: HEI


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1



Mgmt



Mgmt For For

3.1 Approve Discharge of Management Board

Member Bernd Scheifele for Fiscal 2018

Mgmt For For


Member Dominik von Achten for Fiscal 2018

Mgmt For For


Member Kevin Gluskie for Fiscal 2018

Mgmt For For


Member Hakan Gurdal for Fiscal 2018

Mgmt For For


Member Jon Morrish for Fiscal 2018

Mgmt For For


Member Lorenz Naeger for Fiscal 2018

Mgmt For For


Member Albert Scheuer for Fiscal 2018

Mgmt For For

4.1 Approve Discharge of Supervisory Board

Member Fritz-Juergen Heckmann for Fiscal

2018

Mgmt For For


Member Heinz Schmitt for Fiscal 2018

Mgmt For For


Member Barbara Breuninger for Fiscal 2018

Mgmt For For


Member Josef Heumann for Fiscal 2018

Mgmt For For


Member Gabriele Kailing for Fiscal 2018

Mgmt For For


Member Ludwig Merckle for Fiscal 2018

Mgmt For For


Member Tobias Merckle for Fiscal 2018

Mgmt For For


Member Juergen Schneider for Fiscal 2018

Mgmt For For


Member Werner Schraeder for Fiscal 2018

Mgmt For For


member Frank-Dirk Steininger for Fiscal 2018

Mgmt For For


HeidelbergCement AG

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

4.11

Approve Discharge of Supervisory Board

Member Margret Suckale for Fiscal 2018

Mgmt

For

For


Member Stephan Wehning for Fiscal 2018

Mgmt For For


Member Marion Weissenberger-Eibl for Fiscal

2018

Mgmt For For

5 Ratify Ernst & Young GmbH as Auditors for

Fiscal 2019

Mgmt For Against


on a regular basis.

6.1 Reelect Fritz-Juergen Heckmann to the

Supervisory Board

Mgmt For Against



6.2 Reelect Ludwig Merckle to the Supervisory

Board

Mgmt For Against



6.3 Reelect Tobias Merckle to the Supervisory

Board

Mgmt For Against



6.4 Reelect Margret Suckale to the Supervisory Mgmt

Board

For For

6.5 Reelect Marion Weissenberger-Eibl to the Mgmt

Supervisory Board

For For

6.6 Reelect Luka Mucic to the Supervisory Board Mgmt For For

7 Approve Remuneration System for Mgmt


For

For

8 Approve Remuneration of Supervisory Board Mgmt For For

KION GROUP AG


Primary Security ID: D4S14D103

Meeting Type: Annual Ticker: KGX

Primary ISIN: DE000KGX8881


KION GROUP AG

Proposal Vote


1



Mgmt



Mgmt For For


Fiscal 2018

Mgmt For For


Fiscal 2018

Mgmt For For

5 Ratify Deloitte GmbH as Auditors for Fiscal

2019

Mgmt For For

6.1 Elect Michael Macht to the Supervisory Board Mgmt For Against



6.2 Elect Tan Xuguang to the Supervisory Board Mgmt For Against



Koninklijke Philips NV



Primary Security ID: N7637U112

Ticker: PHIA


Proposal Vote



Mgmt

1 President's Speech Mgmt

2.a Discuss Remuneration Policy Mgmt

2.b Receive Explanation on Company's Reserves

and Dividend Policy

Mgmt

2.c Adopt Financial Statements Mgmt For For

2.d Approve Dividends of EUR 0.85 Per Share Mgmt For For

2.e Approve Discharge of Management Board Mgmt For For

2.f Approve Discharge of Supervisory Board Mgmt For For


Koninklijke Philips NV

Proposal Vote


3.a

Reelect F.A. van Houten to Management

Board and President/CEO

Mgmt

For

For

3.b Reelect A. Bhattacharya to Management

Board

Mgmt For For

4.a Reelect D.E.I. Pyott to Supervisory Board Mgmt For For

4.b Elect E. Doherty to Supervisory Board Mgmt For For


6.a Grant Board Authority to Issue Shares Mgmt For For

6.b Authorize Board to Exclude Preemptive Rights

from Share Issuances

Mgmt For For



Mgmt For For

8 Approve Cancellation of Repurchased Shares Mgmt For For


Swedish Orphan Biovitrum AB




Ticker: SOBI


Proposal Vote


1

Open Meeting

Mgmt







Reports

Mgmt


9 Receive Board and Committee Report Mgmt


Reports

Mgmt For For



Proposal Vote


11

Approve Allocation of Income and Omission

of Dividends

Mgmt

For

For



Amount of SEK 1.5 Million for the Chairman

and SEK 490,000 for Other Directors;

Approve Remuneration for Committee Work;


Mgmt For For


Deputy Members (0) of Board; Determine

Number of Auditors (1) and Deputy Auditors

(0)

Mgmt For For

15.a Reelect David Allsop as Director Mgmt For For

15.b Reelect Hakan Bjorklund as Director Mgmt For For

15.c Reelect Annette Clancy as Director Mgmt For For

15.d Reelect Matthew Gantz as Director Mgmt For For

15.e Reelect Lennart Johansson as Director Mgmt For For

15.f Reelect Helena Saxon as Director Mgmt For For

15.g Reelect Hans Schikan as Director Mgmt For For

15h Elect Elisabeth Svanberg as New Director Mgmt For For

15.i Reelect Hakan Bjorklund as Board Chairman Mgmt For For

15.j Ratify Ernst & Young as Auditors Mgmt For For



Management

Mgmt For Against

Blended Rationale: A vote AGAINST this proposal is warranted due to the targets not being disclosed for the annual revenue

portion of the plan and due to the targets for the revenue metric being set annually.

17 Authorize Representatives of Three of

Company's Largest Shareholders to Serve on

Nominating Committee

Mgmt For For

18.a1 Approve Long Term Incentive Program

(Management Program)

Mgmt For Against

Blended Rationale: A vote AGAINST this proposal is warranted due to the targets not being disclosed for the annual revenue

portion of the plan and due to the targets for the revenue metric being set annually.

18.a2 Approve Long Term Incentive Program (All

Employee Program)

Mgmt For Against

Blended Rationale: A vote AGAINST this resolution is warranted because the matching ratio is in excess of 1:1 matching.

18.b Approve Equity Plan Financing

Mgmt

For

Against

Blended Rationale: A vote AGAINST this funding proposal is warranted as the underlying incentive plans have insufficient

disclosure on performance targets and exceeds the 1:1 matching ratio.



Proposal Vote


18.c Approve Alternative Equity Plan Financing Mgmt For Against

Blended Rationale: A vote AGAINST this item is warranted, as it would entail unnecessary additional costs relative to Item 18.b,

while lowering the majority requirement compared to the primary financing alternative.

19 Issuance of Maximum 33 Million Shares

without Preemptive Rights

Mgmt For Against

Blended Rationale: A vote AGAINST this issuance authorization is warranted because the potential share capital increase is

excessive.

20 Approve Transfer of Shares in Connection

with Previous Share Programs

21 Close Meeting

Mgmt

Mgmt

For For

Talanx AG




Ticker: TLX

Primary ISIN: DE000TLX1005

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction



Mgmt




Fiscal 2018


Fiscal 2018

Mgmt

Mgmt

Mgmt

For

For

For

For

For

For

Teleperformance SE



Primary Security ID: F9120F106

Ticker: TEP


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction



Teleperformance SE

Proposal Vote


1


Reports

Mgmt

For

For



Mgmt For For



Mgmt For For

4 Receive Auditors' Special Report on



Mgmt For For

5 Approve Compensation of Daniel Julien,

Chairman and CEO

Mgmt For Against

Blended Rationale: Votes AGAINST this item is warranted because:- The bonus' quantitative conditions do not appear

challenging enough as the allocation starts below the guidance for FY2018 (Items 5 and 6);- The performance conditions set

under the 2016 performance share plan are not stringent enough as their targets are mainly set below the guidance of each

year concerned. Besides, the LTIP structure was allowing to retain 3 out of 4 criteria, based on the best performance level

achieved to determine the proportion of awards allocated. Consequently, the award vested at 100% although one criterion was

not met entirely.

6 Approve Compensation of Olivier Rigaudy,

Vice-CEO

Mgmt For Against

Blended Rationale: Votes AGAINST this item is warranted because:- Only 50 percent of the vice-CEO's total remuneration, due

in respect of the office, is subject to shareholders' vote (Item 6);- The bonus' quantitative conditions do not appear challenging

enough as the allocation starts below the guidance for FY2018 (Items 5 and 6);- The performance conditions set under the

2016 performance share plan are not stringent enough as their targets are mainly set below the guidance of each year

concerned. Besides, the LTIP structure was allowing to retain 3 out of 4 criteria, based on the best performance level achieved

to determine the proportion of awards allocated. Consequently, the award vested at 100% although one criterion was not met

entirely.- The company does not provide the proportion and the value of awards acquired by the 2016 long-term incentive plan

by Olivier Rigaudy while he was still only the group's CFO and not a corporate officer (Item 6).

7 Approve Remuneration Policy of the Chairman

and CEO

Mgmt For Against

Blended Rationale: Vote AGAINST this remuneration policy is warranted because:- For the chairman and CEO, both the

proportion and the value of awards will increase substantially under the 2019 performance share plan compared to the last

plan, and the company failed to provide a compelling rationale. The grant for the vice-CEO is less important in terms of

valuation and awards. However, the grant for both executives is excessive and goes beyond common market practices in

France (Items 7-8); andRemuneration policy. A vote against is applied as change of control provisions are set to immediately

vest.

8 Approve Remuneration Policy of the Vice-CEO Mgmt For Against

Blended Rationale: Vote AGAINST this remuneration policy is warranted because:- The company decides to maintain the

employment contract of the vice-CEO limiting the impact of say on pay (Item 8);- For the chairman and CEO, both the

proportion and the value of awards will increase substantially under the 2019 performance share plan compared to the last

plan, and the company failed to provide a compelling rationale. The grant for the vice-CEO is less important in terms of

valuation and awards. However, the grant for both executives is excessive and goes beyond common market practices in

France (Items 7-8); andRemuneration policy. A vote against is applied as change of control provisions are set to immediately

vest.Remuneration: Capped. A vote against is applied as LGIM expects all incentive plans to be capped either as a percentage

of salary or a fixed number of shares.

9 Reelect Pauline Ginestie as Director Mgmt For For

10 Reelect Wai Ping Leung as Director Mgmt For For

11 Reelect Leigh Ryan as Director Mgmt For For

12 Reelect Patrick Thomas as Director Mgmt For For


Teleperformance SE

Proposal Vote


13 Reelect Alain Boulet as Director Mgmt For For

14 Reelect Robert Paszczak as Director

Mgmt

For

Against

Blended Rationale: Remuneration: A vote against is applied because LGIM has had concerns with the remuneration policy for

more than a year.


Aggregate Amount of EUR 1 Million

Mgmt For For



Mgmt For For




Mgmt For For


EUR 142 Million for Bonus Issue or Increase

in Par Value

Mgmt For For




Mgmt For For




Mgmt For Against

Blended Rationale: A vote AGAINST the authorization under Item 20 is warranted since, if the company decides to increase the

capital by issuing equity without preemptive rights for a public exchange offer, the priority rights could not be granted. As such,

the authorization would not respect the 10-percent guidelines for issuances without preemptive rights.

21 Authorize Capital Issuances for Use in Mgmt


For For

22 Authorize up to 3 Percent of Issued Capital Mgmt


For For

23 Amend Article 14 of Bylaws Re: Age Limit of Mgmt

Directors

For For


CEO

For For


Vice-CEOs

For For

26 Amend Article 22 of Bylaws to Comply with Mgmt

Legal Changes Re: Alternate Auditors

For For

27 Authorize Filing of Required Documents/Other Mgmt

Formalities

For For

Imerys SA



Meeting Type: Annual/Special Ticker: NK



Imerys SA

Proposal Vote


Ordinary Business

Mgmt


Reports

Mgmt For For



Mgmt For For



Mgmt For For

4 Approve Termination Package with Conrad

Keijzer, CEO

Mgmt For Against

Blended Rationale: A vote AGAINST this proposal is warranted because of the lack of disclosure regarding the potential

payment, the triggering events, and the performance conditions under the severance arrangement.

5 Approve Exceptional Remuneration in Favor

of Gilles Michel

Mgmt For Against

Blended Rationale: A vote AGAINST this exceptional remuneration is warranted because:- A non-executive chairman should not

receive a variable remuneration; and- There is a lack of disclosure regarding the scope of this mission and potential future

payments for this mission.


Corporate Officers

Mgmt For Against

Blended Rationale: A vote AGAINST this remuneration policy is warranted because:- It includes a significant increase in fixed

pay for the CEO without any compelling explanations;- There is no explanation for the attribution of an "impatriation" bonus to

the CEO;- The CEO's benefits in kind includes company housing on top of the "impatriation" bonus without compelling

explanations;- There is a significant increase in the CEO's bonus cap without any compelling explanations;- It is unclear how

the maximum bonus can be reached based on the payout formulas disclosed;- The policy does not include the performance

period applicable to future LTIPs;- Post-mandate vesting of LTIPs is possible and pro-rating is not mandatory;- The company

has not provided sufficient information on the maximum severance payment;- The non-executive chairman could again benefit

from a variable payment in title of FY19.

7 Approve Compensation of Conrad Keijzer,

Vice-CEO from March 8, 2018 to May 4, 2018

and CEO Since May 4, 2018

Mgmt For Against

Blended Rationale: Remuneration: Performance conditions. A vote against is applied as the level of disclosures in respect of

performance conditions does not allow shareholders to make a fully informed assessment of remuneration.A vote AGAINST the

remuneration report of Keijzer is warranted because:- The provision of company housing on top of an impatriation bonus has

not been justified by the company; and- The information provided regarding the performance conditions attached to LTIPs

granted during FY18 is not sufficient to ascertain that these conditions are challenging.

8 Approve Compensation of Gilles Michel,

Chairman and CEO Until May 4, 2018 and

Chairman of the Board Since May 4, 2018

Mgmt For Against



remuneration report of Michel is warranted because:- Disclosure regarding the determination of Michel's total pensions rights is

insufficient;- He receives a variable (exceptional) remuneration, which is not an appropriate form of remuneration for a

non-executive chairman; and- There is a lack of disclosure regarding performance achievements for the LTIP that vested in

FY18.


Imerys SA

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

9 Reelect Odile Desforges as Director Mgmt For Against

Blended Rationale: Board mandates: A vote against is applied as LGIM expects non-executive directors not to hold too many

external roles to ensure they can undertake their duties effectively.

10 Reelect Ian Gallienne as Director Mgmt For Against

Blended Rationale: Independence: A vote against is applied as this director is not considered independent and sits on key board

committees.Board mandates: A vote against is applied as LGIM expects executive directors not to hold too many external roles

to ensure they can undertake their duties effectively.Independence: A vote against is applied as we have concerns around the

independence of the board.

11 Reelect Lucile Ribot as Director Mgmt For For



Mgmt For For





Mgmt For For




Mgmt For For


Securities for up to 10 Percent of Issued

Capital Per Year for Private Placements

Mgmt For For




under Items 13-15

Mgmt For For




Mgmt For Against

Blended Rationale: A vote AGAINST the authorization under Item 17 is warranted due to the excessive maximum discount.



Mgmt For For



Par Value

Mgmt For For


from All Issuance Requests at EUR 75 Million

Mgmt For For



Mgmt For For



Mgmt For For

23 Amend Article 20 of Bylaws Re: Auditors Mgmt For For


Formalities

Mgmt For For


Lagardere SCA



Primary Security ID: F5485U100

Ticker: MMB


Proposal Vote


Ordinary Business

Mgmt


Reports

Mgmt For For



Mgmt For For



Mgmt For For

4 Approve Compensation of Arnaud Lagardere,

Managing Partner

Mgmt For For

5 Approve Compensation of Pierre Leroy and

Thierry Funck-Brentano, Vice-CEOs of Arjil

Mgmt For For

6 Approve Compensation of Xavier de Sarrau,

Chairman of the Supervisory Board

Mgmt For For

7 Ratify Appointment of Jamal Benomar as

Supervisory Board Member

Mgmt For For

8 Reelect Jamal Benomar as Supervisory Board

Member

Mgmt For For

9 Reelect Susan M Tolson as Supervisory Board

Member

Mgmt For For

10 Elect Gilles Petit as Supervisory Board

Member

Mgmt For For



Mgmt For For




(Performance Shares)

Mgmt For For



Mgmt For For

14 Approve Issuance of Debt Securities Giving

Access to New Shares of Subsidiaries and/or

Existing Shares and/or Debt Securities, up to

Aggregate Amount of EUR 1.5 Billion

Mgmt For For




Million

Mgmt For For


Lagardere SCA

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction


Securities without Preemptive Rights with a

Binding Priority Right up to Aggregate

Nominal Amount of EUR 160 Million










Under Items 14-18

20 Authorize Capital Increase of Up to EUR 80

Million for Future Exchange Offers or Future

Acquisitions


from Issuance Requests Under Items 17-20 at

EUR 80 Million and Under Items 15-16 at EUR

300 Million



in Par Value




Formalities

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

A2A SpA



Primary Security ID: T0579B105

Ticker: A2A


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction


1.1 Accept Financial Statements and Statutory

Reports

1.2 Approve Allocation of Income

Mgmt

Mgmt

For

For

For

For


A2A SpA

Proposal Vote








Mgmt For For



Mgmt None Against

Bank of Ireland Group Plc



Primary Security ID: G0756R109

Ticker: BIRG

Primary ISIN: IE00BD1RP616

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1


Reports

Mgmt

For

For



4(a) Elect Evelyn Bourke as Director Mgmt For For

4(b) Elect Ian Buchanan as Director Mgmt For For

4(c) Elect Steve Pateman as Director Mgmt For For

4(d) Re-elect Richard Goulding as Director Mgmt For For

4(e) Re-elect Patrick Haren as Director Mgmt For For

4(f) Re-elect Andrew Keating as Director Mgmt For For

4(g) Re-elect Patrick Kennedy as Director Mgmt For For

4(h) Re-elect Francesca McDonagh as Director Mgmt For For

4(i) Re-elect Fiona Muldoon as Director Mgmt For For

4(j) Re-elect Patrick Mulvihill as Director Mgmt For For



Auditors

Mgmt For For

7 Authorise Market Purchase of Ordinary Shares Mgmt For For


Bank of Ireland Group Plc

Proposal Vote


8 Authorise Issue of Equity Mgmt For For

9 Authorise Issue of Equity without Preemptive

Rights

10 Authorise Issue of Equity in Relation to

Additional Tier 1 Contingent Equity

Conversion Notes


Rights in Relation to Additional Tier 1

Contingent Equity Conversion Notes

Mgmt

Mgmt

Mgmt

For

For

For

For

For

For

Bureau Veritas SA




Ticker: BVI


Proposal Vote


Ordinary Business

Mgmt


Reports

Mgmt For For



Mgmt For For



Mgmt For For




Mgmt For For

5 Ratify Appointment of Philippe Lazare as

Director

Mgmt For For

6 Elect Frederic Sanchez as Director Mgmt For For

7 Approve Remuneration Policy of Chairman of

the Board

Mgmt For For

8 Approve Remuneration Policy of CEO Mgmt For Against

Blended Rationale: Remuneration: Performance period. A vote against is applied as remuneration is not assessed on the

long-term and therefore does not sufficiently incentivise long-term performance.

9 Approve Compensation of Aldo Cardoso,

Chairman of the Board

Mgmt For For


Bureau Veritas SA

Proposal Vote


10 Approve Compensation of Didier

Michaud-Daniel, CEO

Mgmt For Against


performance conditions does not allow shareholders to make a fully informed assessment of remuneration.A vote AGAINST this

remuneration report is warranted because:- Under the long-term incentive plans, the performance period is not sufficiently

long-term oriented; and the company does not provide the weighting for each performance condition; and- The company fails

to disclose the performance achievement for each criterion underlying awards that vested during the period under review.



Mgmt For For





Mgmt For For



Par Value

Mgmt For For



Mgmt For Against

Blended Rationale: Votes AGAINST the authorizations under Items 14 and 15 are warranted as it would bring the total volume

for issuances without preemptive rights above the recommended limit of 10-percent guidelines for issuances without

preemptive rights.



Mgmt For Against

Blended Rationale: Votes AGAINST the authorizations under Items 14 and 15 are warranted as it would bring the total volume

for issuances without preemptive rights above the recommended limit of 10-percent guidelines for issuances without

preemptive rights.



Aggregate Nominal Amount of EUR 5.3 Million

Mgmt For For




Mgmt For For




Mgmt For For




Above

Mgmt For For



Mgmt For Against


long-term and therefore does not sufficiently incentivise long-term performance.A vote AGAINST this resolution is warranted

because even though past stock-option plans were carried out with performance criteria, it is not possible to assess whether

the performance criteria under the plan implemented in FY19 will be stringent;


Bureau Veritas SA

Proposal Vote




Mgmt For Against


long-term and therefore does not sufficiently incentivise long-term performance.A vote AGAINST this resolution is warranted

because even though past performance share plans were carried out with performance criteria, it is not possible to assess

whether the performance criteria under the plan implemented in FY19 will be stringent;



For For

23 Authorize Decrease in Share Capital via Mgmt


For

For

24 Set Total Limit for Capital Increase to Result Mgmt

from Issuance Requests Under Items 12-17,

19 and 22 at EUR 19.3 Million

For

For


Formalities

For

For

E.ON SE



Meeting Type: Annual Ticker: EOAN

Primary ISIN: DE000ENAG999

Proposal Vote


1



Mgmt



Mgmt For For


Fiscal 2018

Mgmt For For


Fiscal 2018

Mgmt For For

5.1 Ratify PricewaterhouseCoopers GmbH as


Mgmt For Against


on a regular basis.


Auditors for Half-Year and Quarterly Reports

2019

Mgmt For Against


on a regular basis.


E.ON SE

Proposal Vote



Auditors for the First Quarter of Fiscal 2020

Mgmt For Against


on a regular basis.

6 Approve Increase in Size of Board to 20 Mgmt

Members

For For

7.1 Approve Affiliation Agreements with E.ON 11. Mgmt

Verwaltungs GmbH

For

For

7.2 Approve Affiliation Agreements with E.ON 12. Mgmt

Verwaltungs GmbH

For

For

Edenred SA


Primary Security ID: F3192L109

Meeting Type: Annual/Special Ticker: EDEN


Proposal Vote


Ordinary Business

Mgmt


Reports

Mgmt For For



Mgmt For For



Mgmt For For

4 Approve Stock Dividend Program Mgmt For For


and CEO

Mgmt For For

6 Approve Compensation of Bertrand Dumazy,

Chairman and CEO

Mgmt For Against

Blended Rationale: Remuneration: Quantum. A vote against is applied as there has been a significant increase in pay without

sufficient justification.


Related-Party Transactions

Mgmt For For



Mgmt For For




Mgmt For For


Edenred SA

Proposal Vote




Aggregate Nominal Amount of EUR

23,540,324



Aggregate Nominal Amount of EUR

23,540,324



13 Change Location of Registered Office to 14-16

Boulevard Garibaldi, 92130

Issy-Les-Moulineaux

14 Pursuant to Item 13 Above, Amend Article 4

of Bylaws Accordingly

Ordinary Business

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

For

For

For

For

For

For

For

For

For

For


Formalities

Mgmt

For

For

Eni SpA



Primary Security ID: T3643A145

Ticker: ENI


Proposal Vote


Ordinary Business

Mgmt


Reports

Mgmt For For


3 Authorize Share Repurchase Program Mgmt For For




Mgmt None Against


GRENKE AG



Primary Security ID: D2854Z135

Ticker: GLJ

Primary ISIN: DE000A161N30

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction



Mgmt




Fiscal 2018


Fiscal 2018


Mgmt

Mgmt

Mgmt

Mgmt

For

For

For

For

For

For

For

For

6.1 Elect Claudia Krcmar to the Supervisory Board

Mgmt

For

For

6.2 Elect Heinz Panter to the Supervisory Board

Mgmt

For

For

6.3 Elect Ljiljana Mitic to the Supervisory Board

Mgmt

For

For

6.4 Elect Florian Schulte to the Supervisory Board

Mgmt

For

For

7 Approve Remuneration of Supervisory Board

Mgmt

For

For




Amount of EUR 500 Million; Approve Creation

of EUR 4.5 Million Pool of Capital to

Guarantee Conversion Rights

Mgmt

For

For

NIBE Industrier AB




Ticker: NIBE.B


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1 Open Meeting Mgmt

2 Elect Chairman of Meeting

Mgmt

For

For

3 Prepare and Approve List of Shareholders

Mgmt

For

For


NIBE Industrier AB

Proposal Vote


4

Approve Agenda of Meeting

Mgmt

For

For





Reports; Receive Auditor's Report on

Application of Guidelines for Remuneration

for Executive Management

Mgmt


Reports

Mgmt For For



Mgmt For For




Mgmt For For

11 Determine Number of Auditors (1) and

Deputy Auditors (0)

Mgmt For For


Aggregate Amount of SEK 2.4 Million;


Mgmt For For

13 Reelect Georg Brunstam, Gerteric Lindquist,

Hans Linnarson (Chair), Anders Palsson,

Helene Richmond and Jenny Sjodahl as

Directors

Mgmt For Against

Blended Rationale: A vote AGAINST this proposal is warranted due to the presence of an executive on the board combined with

the lack of a remuneration or audit committee.


15 Approve Issuance of Class B Shares up to 10

Percent of Issued Shares without Preemptive

Rights

Mgmt For For



Management

Mgmt For Against





Signify NV



Primary Security ID: N8063K107

Ticker: LIGHT



Signify NV

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction


1 Presentation by Eric Rondolat, CEO Mgmt

2 Discuss Remuneration Report Mgmt

3 Receive Explanation on Company's Reserves

and Dividend Policy

4 Adopt Financial Statements

Mgmt

Mgmt

For

For

5 Approve Dividends of EUR 1.30 Per Share Mgmt For For

6.a Approve Discharge of Management Board

Mgmt

For

For

6.b Approve Discharge of Supervisory Board

Mgmt

For

For

7.a

7.b

8

9

Grant Board Authority to Issue Shares up to

10 Percent of Issued Capital

Authorize Board to Exclude Preemptive Rights




Approve Cancellation of Repurchased Shares

Mgmt

Mgmt

Mgmt

Mgmt

For

For

For

For

For

For

For

For


SUEZ SA



Primary Security ID: F6327G101

Ticker: SEV


Proposal Vote


Ordinary Business

Mgmt


Reports

Mgmt For For



Mgmt For For



Mgmt For For


SUEZ SA

Proposal Vote


4 Reelect Isabelle Kocher as Director Mgmt For Against

Blended Rationale: Independence: A vote against is applied as we have concerns around the independence of the board.

5 Reelect Anne Lauvergeon as Director

Mgmt

For

Against


6 Reelect Nicolas Bazire as Director

Mgmt

For

Against

Blended Rationale: Attendance: A vote against is applied as we have concerns around this director's attendance at board

meetings.Board mandates: A vote against is applied as LGIM expects non-executive directors not to hold too many external

roles to ensure they can undertake their duties effectively.

7 Elect Bertrand Camus as Director Mgmt For For

8 Elect Martha J. Crawford as Director Mgmt For For

9 Approve Compensation of Gerard Mestrallet,


Mgmt For For

10 Approve Remuneration Policy of Gerard

Mestrallet, Chairman of the Board until May

14, 2019

Mgmt For For

11 Approve Remuneration Policy of Jean-Louis

Chaussade, Chairman of the Board since May

14, 2019

Mgmt For For

12 Approve Compensation of Jean-Louis

Chaussade, CEO

Mgmt For For

13 Approve Remuneration Policy of Jean-Louis

Chaussade, CEO until May 14, 2019

Mgmt For For

14 Approve Remuneration Policy of Bertrand

Camus, CEO since May 14, 2019

Mgmt For Against

Blended Rationale: A vote AGAINST this remuneration policy is warranted due to the lack of rationale for the substantial

increase of the LTIP and to a lesser extent of the bonus. In addition, the additional pension scheme also raises concerns.

15 Approve Termination Package of Bertrand

Camus, CEO

Mgmt For For

16 Approve Additional Pension Scheme

Agreement with Bertrand Camus, CEO

Mgmt For Against

Blended Rationale: A vote AGAINST the new pension scheme is warranted due to the high quantum and lack of information on

its determination.



Mgmt For For




Mgmt For For



Mgmt For For


Employee Stock Purchase Plans Reserved for


Mgmt For For


SUEZ SA

Proposal Vote


21 Approve Restricted Stock Plan in Connection

with Employee Stock Purchase Plans


Formalities

Mgmt

Mgmt

For

For

For

For

Volkswagen AG




Ticker: VOW3


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1



Mgmt


of EUR 4.80 per Ordinary Share and EUR 4.86

per Preferred Share

Mgmt For For


Member H. Diess for Fiscal 2018

Mgmt For Against

Blended Rationale: Governance Concerns: Discharge of duties: Votes AGAINST the discharge of all management and

supervisory board members are warranted:- Because in fiscal 2018, Volkswagen AG group was fined EUR 1 billion by German

authorities for diesel emissions cheating. VW issued a statement highlighting that it "accepted the fine and it will not lodge an

appeal against it. Volkswagen AG, by doing so, admits its responsibility for the diesel crisis."- Because, additionally in fiscal

2018, VW group subsidiary AUDI AG was fined EUR 800 million by German authorities for diesel emissions cheating. The VW

group has said that it will not appeal the fine. An ad hoc announcement on the company's website stated: "By doing so, AUDI

AG admits its responsibility for the deviations from regulatory requirements."- Finally, because of ongoing legal and civil

actions; ongoing concerns about the company's governance and internal controls; the company's continued poor response to

the diesel crisis; and- Because of the substantial monetary and reputational costs to the company that continue to be borne by

shareholders as a result of the diesel emissions scandal.In addition, a vote FOR the withholding of discharge of management

board member Rupert Stadler (Item 3.12) is warranted because:- In June 2018, the former AUDI CEO and VW board member

was arrested for his role in the diesel emissions cheating. He was released on bail in October 2018, and his trial date is

expected in the course of 2019. As mentioned above, in October 2018, German authorities also officially concluded their

investigation into AUDI for the diesel emissions scandal and fined the company a total of EUR 800 million.


Volkswagen AG

Proposal Vote



Member K. Blessing (until April 12, 2018) for

Fiscal 2018

Mgmt For Against
















Member O. Blume (from April 13, 2018) for

Fiscal 2018

Mgmt For Against
















Member F.J. Garcia Sanz (until April 12,

2018) for Fiscal 2018

Mgmt For Against
















Volkswagen AG

Proposal Vote



Member J. Heizmann for Fiscal 2018

Mgmt For Against
















Member G. Kilian (from April 13, 2018) for

Fiscal 2018

Mgmt For Against
















Member M. Mueller (until April 12, 2018) for

Fiscal 2018

Mgmt For Against
















Volkswagen AG

Proposal Vote



Member A. Renschler for Fiscal 2018

Mgmt For Against
















Member S. Sommer (from Sep. 1, 2018) for

Fiscal 2018

Mgmt For Against
















Member H.D. Werner for Fiscal 2018

Mgmt For Against
















Volkswagen AG

Proposal Vote



Member F. Witter for Fiscal 2018

Mgmt For Against















3.12 Withhold Discharge of Management Board

Member R. Stadler (until Oct. 2, 2018) for

Fiscal 2018

Mgmt For For


Member H.D. Poetsch for Fiscal 2018

Mgmt For Against
















Member J. Hofmann for Fiscal 2018

Mgmt For Against
















Volkswagen AG

Proposal Vote



Member H.A. Al-Abdulla for Fiscal 2018

Mgmt For Against
















Member H. S. Al-Jaber for Fiscal 2018

Mgmt For Against
















Member B. Althusmann for Fiscal 2018

Mgmt For Against
















Volkswagen AG

Proposal Vote



Member B. Dietze for Fiscal 2018

Mgmt For Against
















Member A. Falkengren (until Feb. 5, 2018) for

Fiscal 2018

Mgmt For Against
















Member H.-P. Fischer for Fiscal 2018

Mgmt For Against
















Volkswagen AG

Proposal Vote



Member M. Heiss (from Feb. 14, 2018) for

Fiscal 2018

Mgmt For Against
















Member U. Hueck for Fiscal 2018

Mgmt For Against
















Member J. Jaervklo for Fiscal 2018

Mgmt For Against
















Volkswagen AG

Proposal Vote



Member U. Jakob for Fiscal 2018

Mgmt For Against
















Member L. Kiesling for Fiscal 2018

Mgmt For Against
















Member P. Mosch for Fiscal 2018

Mgmt For Against
















Volkswagen AG

Proposal Vote



Member B. Murkovic for Fiscal 2018

Mgmt For Against
















Member B. Osterloh for Fiscal 2018

Mgmt For Against
















Member H.M. Piech for Fiscal 2018

Mgmt For Against
















Volkswagen AG

Proposal Vote



Member F.O. Porsche for Fiscal 2018

Mgmt For Against
















Member W. Porsche for Fiscal 2018

Mgmt For Against
















Member A. Stimoniaris for Fiscal 2018

Mgmt For Against
















Volkswagen AG

Proposal Vote



Member S. Weil for Fiscal 2018

Mgmt For Against















5.1 Reelect H.S. Al-Jaber to the Supervisory

Board

Mgmt For Against



5.2 Reelect H.M. Piech to the Supervisory Board Mgmt For Against


element for a board to protect shareholders' interests.A vote against is applied as the company meets the criteria for inclusion

in LGIM’s Future World Protection List. Companies are incorporated into the list if they fail to meet minimum standards of

globally accepted business practices. This includes: companies involved in the manufacture and production of controversial

weapons; perennial violators of the United Nations Global Compact (UNGC); and pure coal miners - companies solely involved

in the extraction of coal.Votes AGAINST the non-independent incumbents, Hans Michel Piech and Ferdinand Oliver Porsche, are

also warranted due to the emissions scandal and their role in the company prior to and during the scandal breaking.

5.3 Reelect F.O. Porsche to the Supervisory Board Mgmt For Against


element for a board to protect shareholders' interests.A vote against is applied as the company meets the criteria for inclusion

in LGIM’s Future World Protection List. Companies are incorporated into the list if they fail to meet minimum standards of

globally accepted business practices. This includes: companies involved in the manufacture and production of controversial

weapons; perennial violators of the United Nations Global Compact (UNGC); and pure coal miners - companies solely involved

in the extraction of coal.Votes AGAINST the non-independent incumbents, Hans Michel Piech and Ferdinand Oliver Porsche, are

also warranted due to the emissions scandal and their role in the company prior to and during the scandal breaking.


Capital with Preemptive Rights

Mgmt For Against

Blended Rationale: A vote AGAINST the proposed authorization is warranted because:- The creation of a capital pool via the

issuance of preferred stock would perpetuate Volkswagen's dual-class capital with its unequal voting structures.



Mgmt For Against


on a regular basis.Auditor fees: A vote against is applied as LGIM does not expect excessive non-audit work to be conducted by

the company's external auditors as this brings into question the independence of their judgement.


Auditors for the Half-Year Report 2019

Mgmt For Against





Volkswagen AG

Proposal Vote



Auditors for the Interim Report until Sep. 30,

2019 and the First Quarter of Fiscal 2020

Mgmt For Against




Deutsche Post AG




Ticker: DPW


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction



Mgmt

2

3

4

5

6.1

6.2

6.3



Approve Discharge of Management Board for

Fiscal 2018

Approve Discharge of Supervisory Board for

Fiscal 2018

Ratify PricewaterhouseCoopers GmbH as


Reelect Simone Menne to the Supervisory

Board

Reelect Stefan Schulte to the Supervisory

Board

Elect Heinrich Hiesinger to the Supervisory

Board

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

For

For

For

For

For

For

For

For

For

For

For

For

For

For

GrandVision NV




Ticker: GVNV



GrandVision NV

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

Special Meeting Agenda Mgmt

1 Open Meeting Mgmt

2 Elect W. Eelman to Management Board

Mgmt

For

For


K+S AG




Ticker: SDF

Primary ISIN: DE000KSAG888

Proposal Vote


1



Mgmt



Mgmt For For


Fiscal 2018

Mgmt For For


Fiscal 2018

Mgmt For For

5 Ratify Deloitte GmbH as Auditors for Fiscal

2019

Mgmt For Against


on a regular basis.

LafargeHolcim Ltd.



Primary Security ID: H4768E105

Ticker: LHN



LafargeHolcim Ltd.

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Accept Financial Statements and Statutory

Reports

Mgmt For For

1.2 Approve Remuneration Report Mgmt For Against

Blended Rationale: A vote AGAINST the remuneration report is warranted because: - The company again increased pay

opportunities under its long-term plan without providing sufficient information to assess whether this is counterbalanced by

more rigorous underlying targets. - This is in addition to increases in pay opportunities implemented previously and those announced last year which will take effect in FY19.


Management

Mgmt For For


3.2 Approve Dividends of CHF 2.00 per Share


Mgmt For For


Capital with Preemptive Rights for Optional

Dividend

Mgmt For For

5.1.1 Reelect Beat Hess as Director and Board

Chairmann

Mgmt For For

5.1.2 Reelect Paul Desmarais as Director Mgmt For Against



5.1.3 Reelect Oscar Fanjul as Director Mgmt For For

5.1.4 Reelect Patrick Kron as Director Mgmt For For

5.1.5 Reelect Adrian Loader as Director Mgmt For For

5.1.6 Reelect Juerg Oleas as Director Mgmt For For

5.1.7 Reelect Hanne Sorensen as Director Mgmt For For

5.1.8 Reelect Dieter Spaelti as Director Mgmt For For

5.2.1 Elect Colin Hall as Director Mgmt For For

5.2.2 Elect Naina Lal Kidwai as Director Mgmt For For

5.2.3 Elect Claudia Ramirez as Director Mgmt For For

5.3.1 Reappoint Paul Desmarais as Member of the

Nomination, Compensation and Governance

Committee

Mgmt For Against



5.3.2 Reappoint Oscar Fanjul as Member of the


Committee

Mgmt For For


LafargeHolcim Ltd.

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

5.3.3

Reappoint Adrian Loader as Member of the


Committee

Mgmt

For

For

5.3.4 Reappoint Hanne Sorensen as Member of the


Committee

Mgmt For For

5.4.1 Ratify Deloitte AG as Auditors Mgmt For For

5.4.2 Designate Thomas Ris as Independent Proxy Mgmt For For



Mgmt For For



Mgmt For For

7 Approve CHF 20.6 Million Reduction in Share

Capital via Cancellation of Repurchased

Shares

Mgmt For For






Partners Group Holding AG



Primary Security ID: H6120A101

Ticker: PGHN


Proposal Vote


1


Reports

Mgmt

For

For



Mgmt For For


Management

Mgmt For For

4 Approve Remuneration Report Mgmt For Against

Blended Rationale: Remuneration: A vote against is applied as the award of incentive remuneration to non-executive directors

may impair their independence.A vote AGAINST the remuneration report is warranted because:- The company has replaced the

previous STI with a fixed deferred cash payment and it is unclear how the level of deferred cash payments for executives was

set.- The company's equity incentive plans have a high level of potential dilution.


Partners Group Holding AG

Proposal Vote


5.1

Approve Short-Term Remuneration of


from 2019 AGM Until 2020 AGM

Mgmt

For

For

5.2 Approve Revised Short Term Remuneration of


7.5 Million for Fiscal 2019

Mgmt For For

5.3 Approve Short-Term Remuneration of


7.5 Million for Fiscal 2020

Mgmt For For

6.1.1 Elect Steffen Meister as Director and Board

Chairman

Mgmt For For

6.1.2 Elect Marcel Erni as Director Mgmt For For

6.1.3 Elect Michelle Felman as Director Mgmt For For

6.1.4 Elect Alfred Gantner as Director Mgmt For For

6.1.5 Elect Grace del Rosario-Castano as Director Mgmt For For

6.1.6 Elect Martin Strobel as Director Mgmt For For

6.1.7 Elect Eric Strutz as Director Mgmt For For

6.1.8 Elect Patrick Ward as Director Mgmt For For

6.1.9 Elect Urs Wietlisbach as Director Mgmt For For

6.2.1 Appoint Michelle Felman as Member of the


Mgmt For For

6.2.2 Appoint Grace del Rosario-Castano as

Member of the Compensation Committee

Mgmt For For

6.2.3 Appoint Martin Strobel as Member of the


Mgmt For For

6.3 Designate Hotz & Goldmann as Independent

Proxy

Mgmt For For

6.4 Ratify KPMG AG as Auditors Mgmt For For






Pirelli & C. SpA



Primary Security ID: T76434264

Ticker: PIRC



Pirelli & C. SpA

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction


1

2.1

Approve Financial Statements, Statutory

Reports, and Allocation of Income

Elect Ning Gaoning as Director

Mgmt

Mgmt

For

For

For

Against



2.2 Elect Ning Gaoning as Board Chair Mgmt For Against




Blended Rationale: Remuneration: A vote against is applied as LGIM expects a sufficient portion of awards to be in the form of

shares to ensure alignment between executives and shareholder interests.A vote AGAINST this item is warranted because:-

Contrary to market standards, the company grants retention payments to key executive officers with no performance conditions

attached, in addition to other remuneration components set by the remuneration policies.Please also note that:- CEO's

remuneration package is among the highest received from an individual at companies in the FTSE MIB.- The company pays

lump-sum bonuses to its executives without pre-determined performance criteria.



Mgmt None Against

Rational AG



Primary Security ID: D6349P107

Ticker: RAA


Proposal Vote


1



Mgmt



Mgmt For For


Fiscal 2018

Mgmt For For


Fiscal 2018

Mgmt For For



Mgmt For For

6 Approve Increase in Size of Supervisory Board

to Seven Members

Mgmt For For


Rational AG

Proposal Vote


7.1 Reelect Hans Maerz to the Supervisory Board Mgmt For Against

Blended Rationale: Diversity: A vote against is applied as LGIM expects a company to have a diverse board, including at least

one woman. We expect companies to increase female participation both on the board and in leadership positions over time.

7.2 Reelect Gerd Lintz to the Supervisory Board Mgmt For For

7.3 Reelect Erich Baumgaertner to the

Supervisory Board

Mgmt

For

Against

Blended Rationale: A vote AGAINST the non-independent audit committee member, Erich Baumgaertner, is warranted because

the company has failed to establish a sufficiently independent audit committee.

7.4 Reelect Werner Schwind to the Supervisory Mgmt

Board

For For

7.5 Reelect Georg Sick to the Supervisory Board Mgmt For

For

7.6 Elect Johannes Wuerbser to the Supervisory Mgmt

Board, If Item 6 is Approved

For

For

SAP SE



Meeting Type: Annual Ticker: SAP


Proposal Vote


1



Mgmt



Mgmt For For


Fiscal 2018

Mgmt For For


Fiscal 2018

Mgmt For For


6.1 Elect Hasso Plattner to the Supervisory Board Mgmt For For

6.2 Elect Pekka Ala-Pietila to the Supervisory

Board

Mgmt For Against



6.3 Elect Aicha Evans to the Supervisory Board Mgmt For For

6.4 Elect Diane Greene to the Supervisory Board

Mgmt

For

For

6.5 Elect Gesche Joost to the Supervisory Board

Mgmt

For

For


SAP SE

Proposal Vote


6.6 Elect Bernard Liautaud to the Supervisory

Board

6.7 Elect Gerhard Oswald to the Supervisory

Board

6.8 Elect Friederike Rotsch to the Supervisory

Board

6.9 Elect Gunnar Wiedenfels to the Supervisory

Board

Mgmt

Mgmt

Mgmt

Mgmt

For

For

For

For

For

For

For

For

Temenos AG



Primary Security ID: H8547Q107

Ticker: TEMN


Proposal Vote


1


Reports

Mgmt

For

For


3 Approve Dividends of CHF 0.75 per Share


Mgmt For For


Management

Mgmt For For

5 Approve Creation of CHF 35.5 Million Pool of


Mgmt For For

6.1 Approve Maximum Remuneration of Directors

in the Amount of USD 7.8 Million

Mgmt For For

6.2 Approve Maximum Remuneration of Executive

Committee in the Amount of USD 27.2 Million

Mgmt For Against


percentage of salary or a fixed number of shares.

7.1 Reelect Andreas Andreades as Director and

Board Chairman

Mgmt For For

7.2 Reelect Sergio Giacoletto-Roggio as Director Mgmt For For

7.3 Reelect George Koukis as Director Mgmt For For

7.4 Reelect Ian Cookson as Director Mgmt For For

7.5 Reelect Thibault de Tersant as Director Mgmt For For

7.6 Reelect Erik Hansen as Director Mgmt For For


Temenos AG

Proposal Vote


7.7

Reelect Yok Tak Amy Yip as Director

Mgmt

For

For

7.8 Reelect Peter Spenser as Director Mgmt For For

8.1 Reappoint Sergio Giacoletto-Roggio as

Member of the Compensation Committee

Mgmt For For

8.2 Reappoint Ian Cookson as Member of the


Mgmt For For

8.3 Reappoint Erik Hansen as Member of the


Mgmt For For

8.4 Reappoint Yok Tak Amy Yip as Member of the


Mgmt For For

9 Designate Perreard de Boccard SA as

Independent Proxy

Mgmt For For

10 Ratify PricewaterhouseCoopers SA as Auditors Mgmt For Against








Thales SA



Primary Security ID: F9156M108

Ticker: HO


Proposal Vote


Ordinary Business

Mgmt



Mgmt For For


Reports

Mgmt For For



Mgmt For For

4 Reelect Armelle de Madre as Director Mgmt For For

5 Approve Compensation of Patrice Caine,

Chairman and CEO

Mgmt For For


Thales SA

Proposal Vote



and CEO

Mgmt For Against

Blended Rationale: Remuneration: A vote against is applied as the limit set under the short- term incentive plan exceeds the

long-term incentive plan limit. LGIM expects remuneration to incentivise the creation of value over the long-term

7 Authorize Repurchase of Up to 10 Percent of Mgmt


For For




For

For



Formalities

For

For

10 Renew Appointment of Mazars as Auditor Mgmt For

For

Amundi SA


Primary Security ID: F0300Q103

Meeting Type: Annual/Special Ticker: AMUN


Proposal Vote


Ordinary Business

Mgmt


Reports

Mgmt For For



Mgmt For For



Mgmt For For




Mgmt For For

5 Approve Compensation of Yves Perrier, CEO Mgmt For Against


performance conditions does not allow shareholders to make a fully informed assessment of remunerationRemuneration:

Quantum. A vote against is applied as there has been a significant increase in pay without sufficient justification.A vote

AGAINST this remuneration report is warranted because:- Disclosure regarding the achievement of bonus criteria is insufficient.

This is particularly problematic for non-economic criteria, which represent 50 percent of the CEO's bonus;- Compensation

effects between bonus criteria cannot be ruled out based on current disclosure;- There is a lack of disclosure regarding the

performance requirements under the deferred bonus scheme; and- The company does not disclose the performance achieved

for the criteria attached to the deferred bonuses that vested in FY18..


Amundi SA

Proposal Vote






the Board

Mgmt For For

8 Advisory Vote on the Aggregate

Remuneration Granted in 2018 to Senior

Management, Responsible Officers and

Regulated Risk-Takers

Mgmt For For

9 Ratify Appointment of William

Kadouch-Chassaing as Director

Mgmt For Against


10 Reelect Madame Virginie Cayatte as Director

Mgmt

For

For

11 Reelect Robert Leblanc as Director Mgmt For Against


more than a year.

12 Reelect Xavier Musca as Director Mgmt For Against


committees.Independence: A vote against is applied as we have concerns around the independence of the board.

13 Reelect Yves Perrier as Director Mgmt For For

14 Renew Appointment of

PricewaterhouseCoopers Audit as Auditor

Mgmt

For

Against


on a regular basis.

15 Acknowledge End of Mandate of Etienne Boris

as Alternate Auditor and Decision Not to

Renew

Mgmt For For



Mgmt For For



Securities with Preemptive Rights up to 50

Percent of Issued Capital

Mgmt For For


Securities without Preemptive Rights up to 10


Mgmt For For




Mgmt For For



Mgmt For For




Mgmt For For


Amundi SA

Proposal Vote


22

Authorize Capitalization of Reserves of Up to

20 Percent of Issued Capital for Bonus Issue

or Increase in Par Value

Mgmt

For

For




Above

Mgmt For For



Mgmt For For


for Use in Restricted Stock Plans Under

Performance Conditions Reserved for Some

Employees and Corporate Officers

Mgmt For Against

Blended Rationale: A vote AGAINST this resolution is warranted because:- The minimum vesting period is not sufficiently

long-term oriented; and- The company has not disclosed sufficient information on the performance conditions.



Mgmt For For


Formalities

Mgmt For For

Bayerische Motoren Werke AG




Ticker: BMW


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

Meeting for Preferred Shareholders Mgmt

1 Receive Notice of 2019 AGM Resolution

Regarding the Creation of EUR 5 Million Pool

of Capital for Employee Stock Purchase Plan

(Non-Voting)



Mgmt

Mgmt

For

For





Ticker: BMW




Proposal Vote


1



Mgmt


of EUR 3.52 per Preferred Share and EUR

3.50 per Ordinary Share

Mgmt For For


Fiscal 2018

Mgmt For For


Fiscal 2018

Mgmt For For



Mgmt For For

6.1 Elect Susanne Klatten to the Supervisory

Board

Mgmt For For

6.2 Elect Stefan Quandt to the Supervisory Board Mgmt For Against

Blended Rationale: A vote AGAINST the non-independent audit committee member, Stefan Quandt, is warranted because the

company has failed to establish a sufficiently independent audit committee.

6.3 Elect Vishal Sikka to the Supervisory Board Mgmt For

For

7 Approve Creation of EUR 5 Million Pool of Mgmt


For

For

Dassault Aviation SA



Meeting Type: Annual/Special Ticker: AM


Proposal Vote


Ordinary Business

Mgmt


Reports

Mgmt For For



Mgmt For For



Mgmt For For



Proposal Vote


4 Approve Compensation of Eric Trappier,

Chairman and CEO

Mgmt For Against


performance conditions does not allow shareholders to make a fully informed assessment of remunerationVotes AGAINST

these remuneration policies are warranted because:- The remuneration structure is predominantly focuses on short-term

elements;- Both the number of awards and their value at grant increased over last year and the company failed to provide a

compelling rationale;- Disclosure on performance achievement underlying awards that vested during the period under review is

below market standard; and- The company has not set up any remuneration committee while the chairman and CEO sit on the

board;.

5 Approve Compensation of Loik Segalen,

Vice-CEO

Mgmt For Against


performance conditions does not allow shareholders to make a fully informed assessment of remunerationVotes AGAINST

these remuneration policies are warranted because:- The remuneration structure is predominantly focuses on short-term

elements;- Both the number of awards and their value at grant increased over last year and the company failed to provide a

compelling rationale;- Disclosure on performance achievement underlying awards that vested during the period under review is

below market standard; and- The company has not set up any remuneration committee while the chairman and CEO sit on the

board;

6 Approve Remuneration Policy of Eric Trappier,

Chairman and CEO

Mgmt For Against


long-term and therefore does not sufficiently incentivise long-term performance.Remuneration: Capped. A vote against is

applied as LGIM expects all incentive plans to be capped either as a percentage of salary or a fixed number of shares.Votes

AGAINST these remuneration policies are warranted because:- The company fails to disclose a base salary for FY19;- The

award level increased, and the company failed to provide a compelling rationale

7 Approve Remuneration Policy of Loik Segalen,

Vice-CEO

Mgmt For Against


long-term and therefore does not sufficiently incentivise long-term performance.Remuneration: Capped. A vote against is

applied as LGIM expects all incentive plans to be capped either as a percentage of salary or a fixed number of shares.Votes

AGAINST these remuneration policies are warranted because:- The company fails to disclose a base salary for FY19;- The

award level increased, and the company failed to provide a compelling rationale

8 Reelect Lucia Sinapi-Thomas as Director Mgmt For For

9 Reelect Charles Edelstenne as Director

Mgmt

For

Against

Blended Rationale: Independence: Tenure. A vote against is applied as we have concerns around this director's

tenure.Independence: A vote against is applied as this director is not considered independent and sits on key board


10 Reelect Olivier Dassault as Director Mgmt For Against


tenure.Independence: A vote against is applied as we have concerns around the independence of the board.

11 Reelect Eric Trappier as Director Mgmt For Against

Blended Rationale: Joint Chair/CEO: A vote against is applied as the roles of Chair and CEO are combined and there is not an

independent Lead Director or Deputy Chair to ensure there is a proper balance of authority and responsibility on the board.

12 Approve Transaction with Sogitec Industries

Re: Documentation and Training Activity

Transfer

Mgmt For For



Proposal Vote




Mgmt For Against

Blended Rationale: A vote AGAINST this authorization is warranted as the share buyback is not explicitly excluded during a

takeover period.




Mgmt For For



Formalities

Mgmt For For

Electricite de France SA



Primary Security ID: F2940H113

Ticker: EDF


Proposal Vote


Ordinary Business

Mgmt


Reports

Mgmt For For



Mgmt For For


of EUR 0.31 per Share and Dividends of EUR

0.341 per Share to Long Term Registered

Shares

Mgmt For For

Shareholder Proposals Submitted by FCPE

Actions EDF

Mgmt

A Approve Allocation of Income and Dividends

of EUR 0.18 Per Share

SH Against Against





Mgmt For For

6 Approve Compensation of Jean-Bernard Levy,

Chairman and CEO

Mgmt For For


Electricite de France SA

Proposal Vote



and CEO

Mgmt For Against



8 Reelect Jean-Bernard Levy as Director Mgmt For Against



9 Reelect Maurice Gourdault-Montagne as

Director

Mgmt For Against


board.Attendance: A vote against is applied as we have concerns around this director's attendance at board meetings.

10 Reelect Michele Rousseau as Director Mgmt For Against


11 Reelect Laurence Parisot as Director

Mgmt

For

For

12 Reelect Marie-Christine Lepetit as Director Mgmt For Against



13 Reelect Colette Lewiner as Director Mgmt For Against



14 Elect Bruno Cremel as Director Mgmt For For

15 Elect Gilles Denoyel as Director

Mgmt

For

Against


16 Elect Philippe Petitcolin as Director

Mgmt

For

For

17 Elect Anne Rigail as Director Mgmt For Against




Mgmt For For




Mgmt For For



Mgmt For For


Formalities

Mgmt For For


Enel SpA



Primary Security ID: T3679P115

Ticker: ENEL


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction




Reports

2 Approve Allocation of Income

Mgmt

Mgmt

For

For

For

For

3

4.1

4.2

5

Authorize Share Repurchase Program and


Appoint Internal Statutory Auditors (Slate

Election) - Choose One of the Following

Slates

Slate 1 Submitted by Italian Ministry of

Economy and Finance

Slate 2 Submitted by Institutional Investors

(Assogestioni)

Shareholder Proposal Submitted by Italian

Ministry of Economy and Finance

Approve Internal Auditors' Remuneration

Mgmt

Mgmt

SH

SH

Mgmt

SH

For

None

None

None

For

Do Not

Vote

For

For



Their Remuneration

7 Approve Long-Term Incentive Plan

Mgmt

Mgmt

For

For

For

For

8 Approve Remuneration Policy

Mgmt

For

For

EssilorLuxottica SA




Ticker: EL


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction



EssilorLuxottica SA

Proposal Vote


1


Reports

Mgmt

For

For



Mgmt For For



Mgmt For For


PricewaterhouseCoopers Audit as Auditor

Mgmt For Against


on a regular basis.

5 Renew Appointment of Mazars as Auditor Mgmt For For

6 Appoint Patrice Morot as Alternate Auditor Mgmt For For

7 Appoint Gilles Magnan as Alternate Auditor Mgmt For For



Mgmt For Against

Blended Rationale: A vote AGAINST this proposal is warranted as there is no compelling rationale justifying that the transaction

has been concluded in shareholders' interests.

9 Approve Termination Package of Leonardo

Del Vecchio, Chairman and CEO

Mgmt For Against

Blended Rationale: A vote AGAINST this proposal is warranted due to concerns regarding performance conditions attached to

the severance payment.

10 Approve Termination Package of Hubert

Sagnieres, Vice-Chairman and Vice-CEO

Mgmt For Against

Blended Rationale: A vote AGAINST this proposal is warranted due to concerns regarding performance conditions.

11 Approve Compensation of Leonardo Del

Vecchio, Chairman and CEO Since Oct. 1,

2018

Mgmt

For

Against



remuneration report is warranted because the level of the 2018 LTI's grant was not pro-rated; andThe performance condition

attached to the 2018 grant allows for re-testing.Additional concern is raised due to the public open conflict engaged between

Del Vecchio and Sagnieres that is posing a serious governance risk for the company while the bonus' objectives notably aimed

at preventing this conflict triggered a payment.

12 Approve Compensation of Hubert Sagnieres,

Vice-Chairman and Vice-CEO Since Oct. 1,

2018 and Chairman and CEO Until Oct. 1,

2018

Mgmt For Against



remuneration report is warranted because the level of the 2018 LTI's grant was not pro-rated; andThe performance condition

attached to the 2018 grant allows for re-testing.Additional concern is raised due to the public open conflict engaged between

Del Vecchio and Sagnieres that is posing a serious governance risk for the company while the bonus' objectives notably aimed

at preventing this conflict triggered a payment.


EssilorLuxottica SA

Proposal Vote


13 Approve Compensation of Laurent Vacherot,

Vice-CEO Until Oct. 1, 2018

Mgmt For Against



remuneration report is warranted because the level of the 2018 LTI's grant was not pro-rated;The performance condition

attached to the 2018 grant allows for re-testing.


Corporate Officers

Mgmt For For




Mgmt For For




Mgmt For For



in Par Value

Mgmt For For



Formalities

Mgmt For For

Shareholder Proposals Submitted by Baillie

Gifford, Comgest, Edmond de Rothschild

Asset Management, Fidelity International,

Guardcap, Phitrust and Sycomore Asset

Management

Mgmt

A Elect Wendy Evrard Lane as Director SH Against For

Blended Rationale: A for is applied as LGIM has concerns over the current deadlock at board level and believes the appointment

of the three shareholder nominees will provide the board with different perspectives to allow it to find a collaborative way

forward.

B Elect Jesper Brandgaard as Director SH Against For



forward.

Shareholder Proposals Submitted by FCPE

Valoptec International

C Elect Peter James Montagnon as Director

Mgmt

SH

Against

For



forward.


Fresenius Medical Care AG & Co. KGaA




Ticker: FME


Proposal Vote


1


Reports for Fiscal 2018

Mgmt

For

For



Mgmt For For

3 Approve Discharge of Personally Liable

Partner for Fiscal 2018

Mgmt For Against

Blended Rationale: Votes AGAINST the discharge of the personally liable partners (management) and the supervisory board are

warranted because:- In March 2019, FMC paid USD 232 million to US authorities for fraud and bribery and admitted that,

"millions of dollars in bribes were paid to procure business throughout its operations" and, "Despite the ongoing investigations

of known corruption in multiple nearby countries, FMC failed to implement a sufficient system of internal accounting controls."

In fact, the DoJ goes further to state that that the company admitted that between 2007 to 2016, it "knowingly and willfully

failed to implement reasonable internal accounting controls over financial transactions."- Despite FMC "self-reporting" on said

fraud and bribery allegations in 2012, these practices continued until at least 2016 and US authorities stated that, "the

company did not timely respond to certain requests by the Department and, at times, did not provide fulsome responses to

requests for information."- The discharge of the personally liable partners is bundled as is the discharge of the supervisory

board, which does not allow shareholders to target individuals of both bodies who may have been involved in willful ignorance

of innumerable red flags raised and failure to implement sufficient controls, which led to the company's violations of the US

Foreign Corrupt Practices Act from the early 2000s until and including 2016.- Following the announcement of these

settlements, legal firms representing shareholders are now investigating the possibility of bringing claims against the company

and its directors in relation to securities fraud or other unlawful business practices.Nevertheless, some shareholders may wish

to vote in favor of discharge as the company has confirmed that all individuals directly involved in the bribery and fraud are no

longer with the company and that the organizations into which they reported have been fully restructured. Furthermore, FMC

has stated that it has enhanced its compliance program, implemented more rigorous internal controls, and will retain an

independent corporate compliance monitor for at least the next two years.


Fiscal 2018

Mgmt For Against

Blended Rationale: Governance Concerns: Discharge of duties. Votes AGAINST the discharge of the personally liable partners

(management) and the supervisory board are warranted because:- In March 2019, FMC paid USD 232 million to US authorities

for fraud and bribery and admitted that, "millions of dollars in bribes were paid to procure business throughout its operations"

and, "Despite the ongoing investigations of known corruption in multiple nearby countries, FMC failed to implement a sufficient

system of internal accounting controls." In fact, the DoJ goes further to state that that the company admitted that between

2007 to 2016, it "knowingly and willfully failed to implement reasonable internal accounting controls over financial

transactions."- Despite FMC "self-reporting" on said fraud and bribery allegations in 2012, these practices continued until at

least 2016 and US authorities stated that, "the company did not timely respond to certain requests by the Department and, at

times, did not provide fulsome responses to requests for information."- The discharge of the personally liable partners is

bundled as is the discharge of the supervisory board, which does not allow shareholders to target individuals of both bodies

who may have been involved in willful ignorance of innumerable red flags raised and failure to implement sufficient controls,

which led to the company's violations of the US Foreign Corrupt Practices Act from the early 2000s until and including 2016.-

Following the announcement of these settlements, legal firms representing shareholders are now investigating the possibility of

bringing claims against the company and its directors in relation to securities fraud or other unlawful business

practices.Nevertheless, some shareholders may wish to vote in favor of discharge as the company has confirmed that all

individuals directly involved in the bribery and fraud are no longer with the company and that the organizations into which they

reported have been fully restructured. Furthermore, FMC has stated that it has enhanced its compliance program, implemented

more rigorous internal controls, and will retain an independent corporate compliance monitor for at least the next two years.

5.1 Ratify KMPG AG as Auditors for Fiscal 2019 Mgmt For For


Fresenius Medical Care AG & Co. KGaA

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

5.2

6.1


Auditors for Interim Financial Statements

2020

Elect Gregor Zuend to the Supervisory Board

Mgmt

Mgmt

For

For

For

For

6.2 Elect Dorothea Wenzel to the Supervisory

Board

Mgmt

For

For

HUGO BOSS AG




Ticker: BOSS

Primary ISIN: DE000A1PHFF7

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction



Mgmt




Fiscal 2018


Fiscal 2018


Fiscal 2019



Rights

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

For

For

For

For

For

For

For

For

For

For

JCDecaux SA



Primary Security ID: F5333N100

Ticker: DEC


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction



JCDecaux SA

Proposal Vote


1


Reports

Mgmt

For

For



Mgmt For For



Mgmt For For

4 Acknowledge Auditors' Special Report on



Mgmt For For

5 Reelect Gerard Degonse as Supervisory Board

Member

Mgmt For Against



6 Reelect Michel Bleitrach as Supervisory Board

Member

Mgmt For For

7 Reelect Alexia Decaux-Lefort as Supervisory

Board Member

Mgmt For Against


8 Reelect Jean-Pierre Decaux as Supervisory

Board Member

Mgmt

For

Against



9 Reelect Pierre Mutz as Supervisory Board

Member

Mgmt For Against


more than a year.Independence: A vote against is applied as we have concerns around the independence of the board.

10 Reelect Pierre-Alain Pariente as Supervisory

Board Member

Mgmt For Against




the Management Board and of Management

Board Members

Mgmt For Against


performance conditions does not allow shareholders to make a fully informed assessment of remuneration.Remuneration:

Performance period. A vote against is applied as remuneration is not assessed on the long-term and therefore does not

sufficiently incentivise long-term performance.A vote AGAINST this remuneration policy is warranted as the company does not

disclose any quantitative elements of the proposed remuneration policy for FY2019.


the Supervisory Board and of Supervisory

Board Members

Mgmt For For


JCDecaux SA

Proposal Vote


13 Approve Compensation of Jean-Charles

Decaux, Chairman of the Management Board

Mgmt For Against


performance conditions does not allow shareholders to make a fully informed assessment of remuneration.Votes AGAINST

these remuneration reports are warranted, because the following concerns are raised:- The variable remuneration for the

member of the management board allows for a discretionary part that is attached to qualitative performance conditions linked

to the achievement for the Co-CEOs. This mechanism seems to enable the variable remuneration attributed to always be at

cap.- The company does not provide any information on the options effectively acquired by the members of the management

board.

14 Approve Compensation of Jean-Francois

Decaux, Jean-Sebastien Decaux, Emmanuel

Bastide, David Bourg and Daniel Hofer,


Mgmt For Against


performance conditions does not allow shareholders to make a fully informed assessment of remuneration.Votes AGAINST

these remuneration reports are warranted, because the following concerns are raised:- The variable remuneration for the

member of the management board allows for a discretionary part that is attached to qualitative performance conditions linked

to the achievement for the Co-CEOs. This mechanism seems to enable the variable remuneration attributed to always be at

cap.- The company does not provide any information on the options effectively acquired by the members of the management

board.

15 Approve Compensation of Gerard Degonse,


Mgmt For For



Mgmt For Against

Blended Rationale: This resolution warrants a vote AGAINST as the share repurchase program can be continued during a

takeover period.




Mgmt For For




Mgmt For Against

Blended Rationale: Votes AGAINST are warranted as:- The possibility of use during a takeover period is not excluded (Items

18-22, and 24); and- They do not respect the recommended 50/10-percent guidelines for issuances with and without

preemptive rights (Items 18-20, and 24).




Mgmt For Against







Mgmt For Against





JCDecaux SA

Proposal Vote





Mgmt For Against

Blended Rationale: Votes AGAINST are warranted as:- The maximum discount allowed (10 percent) goes beyond the

acceptable limit of 5 percent (Item 21).



Mgmt For Against


18-22, and 24).


EUR 2.3 Million for Bonus Issue or Increase in

Par Value

Mgmt For Against

Blended Rationale: This resolution warrants a vote AGAINST as it could be used during a takeover period.




Above

Mgmt

For

Against






Mgmt For Against




sufficiently incentivise long-term performance.



Mgmt For Against




sufficiently incentivise long-term performance.A vote AGAINST this resolution is warranted because:- There is no sufficient

information on performance criteria



Mgmt For For

28 Delegate Powers to the Supervisory Board to

Amend Bylaws to Comply with Legal Changes

Mgmt For Against

Blended Rationale: This proposal merits a vote AGAINST as it may have a negative impact on shareholders' rights.


Formalities

Mgmt

For

For


Leonardo SpA



Primary Security ID: T6S996112

Ticker: LDO


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction


Management Proposal Mgmt

1

2.1

2.2

Approve Financial Statements, Statutory

Reports, and Allocation of Income



Appoint Luca Rossi as Internal Statutory

Auditor

Appoint Giuseppe Cerati as Alternate Auditor

Mgmt

Mgmt

SH

SH

For

None

None

For

For

For

2.3 Appoint Luca Rossi as Chairman of Internal

Statutory Auditors

Management Proposals

SH

Mgmt

None

For



1 Amend Company Bylaws Re: Articles 18, 28,

and 34

Mgmt

For

For

Vonovia SE



Primary Security ID: D9581T100

Ticker: VNA

Primary ISIN: DE000A1ML7J1

Proposal Vote


1



Mgmt



Mgmt For For


Fiscal 2018

Mgmt For For


Fiscal 2018

Mgmt For For


Vonovia SE

Proposal Vote



Wendel SE




Ticker: MF


Proposal Vote


Ordinary Business

Mgmt


Reports

Mgmt For For



Mgmt For For



Mgmt For For

4 Reelect Jacqueline Tammenoms Bakker as


Mgmt For Against


external roles to ensure they can undertake their duties effectively.Remuneration: A vote against is applied because LGIM has

had concerns with the remuneration policy for more than a year.Independence: A vote against is applied as we have concerns

around the independence of the board.

5 Reelect Gervais Pellissier as Supervisory

Board Member

Mgmt For For

6 Reelect Humbert de Wendel as Supervisory

Board Member

Mgmt For Against




the Management Board

Mgmt For For

8 Approve Remuneration Policy of Management

Board Member

Mgmt For For

9 Approve Remuneration Policy of Supervisory

Board Members

Mgmt For For

10 Approve Compensation of Andre

Francois-Poncet, Chairman of the

Management Board

Mgmt For For

11 Approve Compensation of Bernard Gautier,

Management Board Member

Mgmt For For


Wendel SE

Proposal Vote


12

Approve Compensation of Francois de

Wendel, Chairman of the Supervisory Board

Until May 17, 2018

Mgmt

For

For

13 Approve Compensation of Nicolas ver Hulst,

Chairman of the Supervisory Board Since May

17, 2018

Mgmt For For

14 Renew Appointment of Ernst and Young Audit

as Auditor

Mgmt For Against

Blended Rationale: A vote against is applied as LGIM expects the role of the external auditor to be put to tender on a regular

basis.

15 Appoint Deloitte Audit as Auditor Mgmt For

For



For

For




For

For



For

For

19 Authorize up to 1 Percent of Issued Capital Mgmt


For

For

20 Authorize up to 0.5 Percent of Issued Capital Mgmt


For

For

21 Amend Article 15 of Bylaws Re: Transactions Mgmt

Subject to Prior Authorization of Supervisory

Board

For

For

22 Amend Article 24 of Bylaws Re: Auditors Mgmt For

For



Formalities

For

For

AEGON NV



Meeting Type: Annual Ticker: AGN


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction


1 Open Meeting Mgmt


AEGON NV

Proposal Vote


2

Presentation on the Course of Business in

2018

Mgmt

3.1 Receive Report of Management Board

(Non-Voting)

Mgmt

3.2 Discuss Remuneration Report Containing

Remuneration Policy for Management Board

Members

Mgmt

3.3 Discuss Financial Statements and Receive

Auditors' Reports (Non-Voting)

Mgmt

3.4 Adopt Financial Statements and Statutory

Reports

Mgmt For For

3.5 Approve Dividends of EUR 0.29 per Common

Share and EUR 0.00725 per Common Share B

Mgmt For For

4 Ratify PricewaterhouseCoopers as Auditors Mgmt For For

5.1 Approve Discharge of Management Board Mgmt For For

5.2 Approve Discharge of Supervisory Board Mgmt For For

6.1 Approve Remuneration Policy for Supervisory

Board Members

Mgmt For For

7.1 Reelect Ben J. Noteboom to Supervisory

Board

Mgmt For For

8.1 Reelect Alexander R. Wynaendts to

Management Board

Mgmt For For

9.1 Grant Board Authority to Issue Shares Up To


emptive Rights

Mgmt For For

9.2 Grant Board Authority to Issue Shares Up To


with a Rights Issue

Mgmt For For

9.3 Authorize Repurchase of Up to 10 Percent of


Mgmt For For



Compagnie Generale des Etablissements Michelin SCA




Ticker: ML



Compagnie Generale des Etablissements Michelin SCA

Proposal Vote


Ordinary Business

Mgmt


Reports

Mgmt For For



Mgmt For For



Mgmt For For




Mgmt For For



Mgmt For For

6 Approve Compensation of Jean-Dominique

Senard, Chairman of the General Managment

Mgmt For For

7 Approve Compensation of Florent Menegaux,

Managing General Partner

Mgmt For For

8 Approve Compensation of Yves Chapot,

Non-Partner General Manager

Mgmt For For

9 Approve Compensation of Michel Rollier,

Chairman of the Supervisory Board Member

Mgmt For For

10 Elect Barbara Dalibard as Supervisory Board

Member

Mgmt For For

11 Elect Aruna Jayanthi as Supervisory Board

Member

Mgmt For For


Members in the Aggregate Amount of EUR

770,000

Mgmt For For



for Use in Restricted Stock Plans Reserved

Employees, Executive Officers Excluded

Mgmt For For



Mgmt For For

15 Amend Article 10 of Bylaws Re: Bond

Issuance

Mgmt For For


Formalities

Mgmt For For


ENGIE SA



Primary Security ID: F7629A107

Ticker: ENGI


Proposal Vote


Ordinary Business

Mgmt


Reports

Mgmt For For



Mgmt For For



Mgmt For For

4 Approve Health Insurance Coverage

Agreement with Jean-Pierre Clamadieu,


Mgmt For For



Mgmt For For

6 Reelect Francoise Malrieu as Director Mgmt For Against


7 Reelect Marie Jose Nadeau as Director

Mgmt

For

For

8 Reelect Patrice Durand as Director Mgmt For Against


9 Reelect Mari Noelle Jego Laveissiere as

Director

Mgmt

For

Against

Blended Rationale: Independence: A vote against is applied as we have concerns around the independence of the board.Board

mandates: A vote against is applied as LGIM expects non-executive directors not to hold too many external roles to ensure they

can undertake their duties effectively.

10 Approve Compensation of Jean-Pierre Mgmt For For Clamadieu, Chairman of the Board

11 Approve Compensation of Isabelle Kocher,

CEO

Mgmt For For


of the Board

Mgmt For For

13 Approve Remuneration Policy of the CEO Mgmt For For




Mgmt For For


Employee Stock Purchase Plans for


Mgmt For For


ENGIE SA

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction


Formalities

Mgmt For For

Fresenius SE & Co. KGaA




Ticker: FRE


Proposal Vote


1


Reports for Fiscal 2018

Mgmt

For

For



Mgmt For For

3 Approve Discharge of Personally Liable

Partner for Fiscal 2018

Mgmt For For


Fiscal 2018

Mgmt For For


and PricewaterhouseCoopers GmbH as

Auditors for the Interim Financial Statements

2020

Mgmt For For

Unibail-Rodamco-Westfield




Ticker: URW


Proposal Vote


Ordinary Business

Mgmt


Reports

Mgmt For For



Mgmt For For



Mgmt For For



Proposal Vote


4

Approve Auditors' Special Report on


Mgmt

For

For

5 Approve Compensation of Christophe

Cuvillier, Chairman of the Management Board

Mgmt For For

6 Approve Compensation of Olivier Bossard,

Fabrice Mouchel, Astrid Panosyan, Jaap

Tonckens and Jean-Marie Tritant,


Mgmt For For

7 Approve Compensation of Colin Dyer,


Mgmt For For

8 Approve Remuneration Policy for Chairman of


Mgmt For Against



9 Approve Remuneration Policy for


Mgmt For For

10 Approve Remuneration Policy for Supervisory

Board Members

Mgmt For For

11 Reelect Jacques Stern as Supervisory Board

Member

Mgmt For For



Mgmt For For


13 Change Company Name to

Unibail-Rodamco-Westfield SE and Amend

Article 3 of Bylaws Accordingly

Mgmt For For



Mgmt For For




Million

Mgmt For For




Mgmt For For




Above Under Items 15-16

Mgmt For For



Mgmt For For



Mgmt For For



Mgmt For For



Mgmt For For



Proposal Vote



22 Authorize Filing of Required Documents and

Other Formalities

Mgmt

For

For

Aeroports de Paris SA




Ticker: ADP


Proposal Vote


Ordinary Business

Mgmt


Reports

Mgmt For For



Mgmt For For



Mgmt For For

4 Approve Transaction with the French State Mgmt For For

5 Approve Transaction with Cite de l

Architecture et du Patrimoine

Mgmt For For

6 Approve Transaction with Institut Francais Mgmt For For

7 Approve Transaction with SNCF Reseau and

Caisse des Depots et Consignations

Mgmt For For

8 Approve Transaction with SNCF Reseau Mgmt For For

9 Approve Transaction with Societe

Gestionnaire d Infrastructure CDG Express

Mgmt For For

10 Approve Transaction with Societe

Gestionnaire d Infrastructure CDG Express

and SNCF Reseau

Mgmt For For

11 Approve Transaction with the French State,

Societe Gestionnaire d Infrastructure CDG

Express, SNCF Reseau, Caisse des Depots et

Consignations and BNP Paribas

Mgmt For For

12 Approve Transaction with Musee d Orsay et

de l Orangerie

Mgmt For For

13 Approve Transaction with Atout France Mgmt For For

14 Approve Transaction with Musee du Louvre Mgmt For For



Proposal Vote


15

Approve Transaction with Societe du Grand

Paris

Mgmt

For

For

16 Approve Transaction with Etablissement

Public du Chateau, du Musee et du Domaine

National de Versailles

Mgmt For For

17 Approve Transaction with RATP Mgmt For For

18 Approve Transaction with Institut pour l

Innovation Economique et Sociale

Mgmt For For

19 Approve Transaction with Media Aeroports de

Paris

Mgmt For For

20 Approve Transaction with TAV Construction

and Herve

Mgmt For For

21 Approve Transaction with the French State

and SNCF Reseau

Mgmt For For



Mgmt For Against


takeover period.

23 Approve Compensation of Augustin de

Romanet, Chairman and CEO

Mgmt For For


and CEO

Mgmt For Against



25 Ratify Appointment of Christophe Mirmand as

Director

Mgmt For Against


26 Reelect Augustin de Romanet as Director

Mgmt

For

Against



27 Reelect Jacques Gounon as Director Mgmt For Against

Blended Rationale: Governance concerns: A vote against is applied as LGIM expects non-executive directors to be appointed on

a term of 4 years or less.

28 Reelect VINCI as Director Mgmt For Against


committees.Governance concerns: A vote against is applied as LGIM expects non-executive directors to be appointed on a term

of 4 years or less.Governance concerns: A vote against is applied as the nominee is a corporate entity. LGIM believes the

individual appointment of directors is an essential shareholder right.Board mandates: A vote against is applied as LGIM expects

a Board Chair not to hold too many external roles to ensure they can undertake their duties effectively.Independence: A vote

against is applied as we have concerns around the independence of the board.



Proposal Vote


29 Reelect Predica Prevoyance Dialogue du

Credit Agricole as Director

Mgmt For Against


a term of 4 years or less.Independence: A vote against is applied as we have concerns around the independence of the

board.Remuneration: A vote against is applied because LGIM has had concerns with the remuneration policy for more than a

year.

30 Reelect Jacoba Van der Meijs as Director Mgmt For Against


meetings.Governance concerns: A vote against is applied as LGIM expects non-executive directors to be appointed on a term of

4 years or less.Independence: A vote against is applied as we have concerns around the independence of the board.

31 Elect Dirk Benschop as Director Mgmt For Against


a term of 4 years or less.Independence: A vote against is applied as we have concerns around the independence of the board.

32 Elect Fanny Letier as Director Mgmt For Against


a term of 4 years or less.Independence: A vote against is applied as we have concerns around the independence of the board.

33 Renew Appointment of Christine Janodet as

Censor

Mgmt For Against

Blended Rationale: Governance concerns: A vote against is applied as LGIM is concerned with the term offered to the proposed

censor.Votes AGAINST Items 33 to 36 are warranted because the company has failed to provide an adequate rationale on the

proposed appointments and renewals.

34 Renew Appointment of Anne Hidalgo as

Censor

Mgmt For Against




35 Appoint Valerie Pecresse as Censor Mgmt For Against




36 Appoint Patrick Renaud as Censor Mgmt For Against





Formalities

Mgmt For For

1&1 Drillisch AG




Ticker: DRI



1&1 Drillisch AG

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction



Mgmt

2

3.1

3.2

3.3

4.1

4.2

4.3

4.4

4.5

4.6

5



Approve Discharge of Management Board

Member Ralph Dommermuth for Fiscal 2018


Member Martin Witt for Fiscal 2018


Member Andre Driesen for Fiscal 2018


Member Michael Scheeren for Fiscal 2018


Member Kai-Uwe Ricke for Fiscal 2018


Member Claudia Borgas-Herold for Fiscal

2018


Member Vlasios Choulidis for Fiscal 2018


Member Kurt Dobitsch for Fiscal 2018


Member Norbert Lang for Fiscal 2018

Ratify Ernst & Young GmbH as Auditors for

Fiscal 2019

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

Adyen NV



Primary Security ID: N3501V104

Ticker: ADYEN


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction


1 Open Meeting Mgmt

2.a Receive Report of Management Board

(Non-Voting)

Mgmt


Adyen NV

Proposal

Number Proposal Text

Vote

Instruction Proponent Mgmt Rec

2.b Discuss Remuneration Report Containing Mgmt


Members

2.c Adopt Annual Accounts Mgmt For

For

2.d Receive Explanation on Company's Reserves Mgmt

and Dividend Policy

3 Approve Discharge of Management Board Mgmt For

For

4 Approve Discharge of Supervisory Board Mgmt For

For

5 Elect Pamela Ann Joseph to Supervisory Mgmt

Board

For

For

6.a Grant Board Authority to Issue Shares Up to Mgmt


For

For

6.b Authorize Board to Exclude Preemptive Rights Mgmt

from Share Issuances Under Item 6.a

For

For



For

For

8 Ratify PWC as Auditors Mgmt For

For


Arkema SA


Primary Security ID: F0392W125

Meeting Type: Annual/Special Ticker: AKE


Proposal Vote


Ordinary Business

Mgmt


Reports

Mgmt For For



Mgmt For For



Mgmt For For




Mgmt For For

5 Reelect Victoire de Margerie as Director Mgmt For For

6 Reelect Helene Moreau-Leroy as Director Mgmt For For


Arkema SA

Proposal Vote


7 Reelect Laurent Mignon as Director Mgmt For Against

Blended Rationale: Independence: Tenure. A vote against is applied as we have concerns around this director's tenure.

8 Elect Ian Hudson as Director Mgmt For For

9 Approve Remuneration Policy of Chairman Mgmt

and CEO

For

For

10 Approve Compensation of Thierry Le Henaff, Mgmt

Chairman and CEO

For

For



For

For




For

For

13 Authorize up to 1.5 Million Shares for Use in Mgmt

Restricted Stock Plans

For

For


Formalities

For

For

Credit Agricole SA



Meeting Type: Annual/Special Ticker: ACA


Proposal Vote


Ordinary Business

Mgmt


Reports

Mgmt For For



Mgmt For For



Mgmt For For

4 Approve Transaction with Credit Agricole

Group Infrastructure Platform Re:

Infrastructure and IT Production Activities

Mgmt For For

5 Approve Transaction with Credit Agricole

Group Infrastructure Platform Re: Partners

Agreement

Mgmt For For


Credit Agricole SA

Proposal Vote


6

Approve Transaction with Credit Agricole

Group Infrastructure Platform Re: Guarantee

Agreement Within Merger by Absorption of

SILCA

Mgmt

For

For

7 Approve Amendment of Transaction with

Regional Banks Re: Tax

ConsolidationAgreement

Mgmt For For

8 Reelect Veronique Flachaire as Director Mgmt For Against


9 Reelect Dominique Lefebvre as Director

Mgmt

For

Against



10 Reelect Jean-Pierre Gaillard as Director Mgmt For Against



11 Reelect Jean-Paul Kerrien as Director Mgmt For Against




Aggregate Amount of EUR 1.65 Million

Mgmt For For

13 Approve Compensation of Dominique

Lefebvre, Chairman of the Board

Mgmt For For

14 Approve Compensation of Philippe Brassac,

CEO

Mgmt For Against



15 Approve Compensation of Xavier Musca,

Vice-CEO

Mgmt For For


of the Board

Mgmt For For

17 Approve Remuneration Policy of the CEO Mgmt For Against



18 Approve Remuneration Policy of the Vice-CEO Mgmt For Against



19 Approve the Aggregate Remuneration

Granted in 2018 to Senior Management,

Responsible Officers and Regulated

Risk-Takers

Mgmt For For

20 Fix Maximum Variable Compensation Ratio for

Executives and Risk Takers

Mgmt For For


Credit Agricole SA

Proposal Vote




Extraordinary Business

Mgmt

Mgmt

For For

22 Amend Bylaws Re: Cancellation of Preferred

Shares

23 Amend Article 11 of Bylaws Re: Employee

Representative

24 Amend Bylaws to Comply with Legal Changes

Mgmt

Mgmt

Mgmt

For

For

For

For

For

For


Formalities

Mgmt

For

For

Iliad SA



Primary Security ID: F4958P102

Ticker: ILD


Proposal Vote


Ordinary Business

Mgmt


Reports

Mgmt For For



Mgmt For For



Mgmt For For



Mgmt For Against

Blended Rationale: A vote AGAINST this proposal because the company failed to provide any rationale to support the partial

settlement in cash of Free Mobile shares with the company's executives.


Aggregate Amount of EUR 230,000

Mgmt For For

6 Approve Compensation of Maxime

Lombardini, Chairman of the Board Since May

21, 2018

Mgmt For For

7 Approve Compensation of Maxime

Lombardini, CEO Until May 21, 2018

Mgmt For For

8 Approve Compensation of Thomas Reynaud,

CEO Since May 21, 2018

Mgmt For For

9 Approve Compensation of Thomas Reynaud,

Vice-CEO Until May 21, 2018

Mgmt For For


Iliad SA

Proposal Vote


10

Approve Compensation of Cyril Poidatz,

Chairman of the Board Until May 21, 2018

Mgmt

For

For

11 Approve Compensation of Xavier Niel,

Vice-CEO

Mgmt For For

12 Approve Compensation of Rani Assaf,

Vice-CEO

Mgmt For For

13 Approve Compensation of Alexis Bidinot,

Vice-CEO

Mgmt For For

14 Approve Compensation of Antoine

Levavasseur, Vice-CEO

Mgmt For For


the Board

Mgmt For Against

Blended Rationale: Remuneration: Capped. A vote against is applied as LGIM expects all incentive plans to be capped either as

a percentage of salary or a fixed number of shares.Remuneration: Performance period. A vote against is applied as

remuneration is not assessed on the long-term and therefore does not sufficiently incentivise long-term performance.




remuneration is not assessed on the long-term and therefore does not sufficiently incentivise long-term performance.Votes

AGAINST the proposed remuneration policies are warranted as it is impossible to ascertain that Reynaud, Assaf, Niel, Bidinot,

and Levavasseur do not benefit from an excessive severance arrangement under their employment contracts.

17 Approve Remuneration Policy of Vice-CEOs Mgmt For Against



remuneration is not assessed on the long-term and therefore does not sufficiently incentivise long-term performance.Votes

AGAINST the proposed remuneration policies are warranted as it is impossible to ascertain that Reynaud, Assaf, Niel, Bidinot,

and Levavasseur do not benefit from an excessive severance arrangement under their employment contracts.



Mgmt For For





Mgmt For Against

Blended Rationale: Votes AGAINST Items 19 to 26 are warranted as:- The possibility of use during a takeover period is not

excluded (Items 19 to 26).




Mgmt For Against


excluded (Items 19 to 26);- They do not respect the recommended 10-percent guidelines for issuances without preemptive

rights (Items 20, 21, 23, 26).


Securities for Private Placements up to


Mgmt For Against



rights (Items 20, 21, 23, 26).


Iliad SA

Proposal Vote





Mgmt For Against


excluded (Items 19 to 26);- The maximum discount allowed (20 percent) goes beyond the acceptable limit of 5 percent (Item

22).




Above

Mgmt For Against



rights (Items 20, 21, 23, 26).



Mgmt For Against


excluded (Items 19 to 26).



from Employees and Corporate Officers

Mgmt For Against


excluded (Items 19 to 26);- Taking into account the authorization proposed under Item 24, it would bring the total volume for

issuances without preemptive rights above the recommended limit of 10-percent of the outstanding capital (Item 25).



Mgmt For Against



rights (Items 20, 21, 23, 26).



in Par Value

Mgmt For Against




For For



For For

30 Amend Article 12 of Bylaws Re: Shareholding Mgmt


For For


Formalities

For For

Nokia Oyj

Meeting Date: 05/21/2019 Country: Finland

Primary Security ID: X61873133

Meeting Type: Annual Ticker: NOKIA

Primary ISIN: FI0009000681


Nokia Oyj

Proposal Vote


1

Open Meeting

Mgmt

2 Call the Meeting to Order Mgmt

3 Designate Inspector or Shareholder

Representative(s) of Minutes of Meeting

Mgmt For For




Reports

Mgmt


Reports

Mgmt For For

8 Approve Allocation of Income; Approve

Distribution of up to EUR 0.20 Per Share as

dividend from the retained earnings and/or as

repayment of capital from Company's

Invested Non-Restricted Equity Reserve in

four installments during the authorization

Mgmt For For



Amount of EUR 440,000 to Chair, EUR

185,000 to Vice Chair and EUR 160,000 to

Other Directors; Approve Remuneration for

Committee Work; Approve Meeting Fees

Mgmt For For

11 Fix Number of Directors at Ten Mgmt For For

12 Reelect Sari Baldauf, Bruce Brown, Jeanette

Horan, Edward Kozel, Elizabeth Nelson,

Olivier Piou, Risto Siilasmaa, Carla

Smits-Nusteling and Kari Stadigh as Directors,

Elect Soren Skou as New Director

Mgmt For For

13 Ratify PricewaterhouseCoopers as Auditors

for Financial Year 2019

Mgmt For Against


on a regular basis.

14 Ratify Deloitte as Auditors for Financial Year

2020

Mgmt For For

15 Approve Remuneration of Auditors Mgmt For For

16 Authorize Share Repurchase Program Mgmt For For

17 Authorize Issuance of up to 550 Million

Shares without Preemptive Rights

Mgmt For For



Orange SA



Primary Security ID: F6866T100

Ticker: ORA


Proposal Vote


Ordinary Business

Mgmt


Reports

Mgmt For For



Mgmt For For



Mgmt For For




Mgmt For For

5 Elect Anne-Gabrielle Heilbronner as Director Mgmt For For

6 Reelect Alexandre Bompard as Director Mgmt For Against


meetings.

7 Reelect Helle Kristoffersen as Director Mgmt For Against



8 Reelect Jean-Michel Severino as Director Mgmt For For

9 Reelect Anne Lange as Director

Mgmt

For

Against



10 Approve Compensation of Stephane Richard,

Chairman and CEO

Mgmt For Against



11 Approve Compensation of Ramon Fernandez,

Vice-CEO

Mgmt For For

12 Approve Compensation of Gervais Pellissier,

Vice-CEO

Mgmt For For


and CEO

Mgmt For Against







Orange SA

Proposal Vote


15



Mgmt

For

For




Aggregate Nominal Amount of EUR 2 Billion

Mgmt For For

17 Allow Board to Use Delegations under Item

16 Above in the Event of a Public Tender

Offer

Mgmt For Against

Blended Rationale: Votes AGAINST these antitakeover mechanisms are warranted.




Mgmt For For



Offer

Mgmt For Against




Capital Per Year for Private Placements, up to


Mgmt For For



Offer

Mgmt For Against





Under Items 16-21

Mgmt

For

Against

Blended Rationale: A vote AGAINST Item 22 is warranted as it can be used during a takeover period.


Billion for Future Exchange Offers

Mgmt For For



Offer

Mgmt For Against




Mgmt For For



Offer

Mgmt For Against



from All Issuance Requests at EUR 3 Billion

Million

Mgmt

For

For


Orange SA

Proposal Vote


28

Authorize up to 0.07 Percent of Issued Capital


Performance Conditions Reserved for Some

Employees and Executive Officers

Mgmt

For

For



Mgmt For For


EUR 2 Billion for Bonus Issue or Increase in

Par Value

Mgmt For Against





Formalities

Shareholder Proposals Submitted by Fonds

Commun de Placement d Entreprise Orange

Actions

A Amend Item 3 as Follows: Approve Allocation

of Income and Dividends of EUR 0.55 per

Share

B Amend Article 13 of Bylaws Re: Overboarding

of Directors

C Amend Employee Stock Purchase Plans in

Favor of Employees

D Authorize up to 0.04 Percent of Issued Capital

for Use in Restricted Stock Plans in Favor of

Employees

Mgmt

Mgmt

Mgmt

SH

SH

SH

SH

For

For

Against

Against

Against

Against

For

For

Against

Against

Against

Against

Societe Generale SA



Primary Security ID: F8591M517

Ticker: GLE


Proposal Vote


Ordinary Business

Mgmt



Mgmt For For


Reports

Mgmt For For



Mgmt For For


Societe Generale SA

Proposal Vote


4

Approve Stock Dividend Program

Mgmt

For

For

5 Reelect Frederic Oudea as Director Mgmt For For

6 Reelect Kyra Hazou as Director Mgmt For For

7 Reelect Gerard Mestrallet as Director Mgmt For For



Mgmt For Against

Blended Rationale: A vote AGAINST Item 8 is warranted because former vice-CEO Sanchez-Incera received a severance

payment following his resignation, which cannot be considered as an appropriate triggering event. In addition, he maintained

the benefit of all his unvested LTIPs.

9 Approve Termination Package of Frederic

Oudea, CEO

Mgmt For Against

Blended Rationale: Votes AGAINST Items 9-13 are warranted because the severance arrangements raise the following

concerns:- The list of triggering events is too large (they include cases of non-renewal of mandates as well as resignations);-

There is a lack of disclosure regarding the maximum amount of the package; and- Performance conditions are not particularly

stringent.

10 Approve Termination Package of Severin

Cabannes, Vice-CEO

Mgmt For Against




stringent.

11 Approve Termination Package of Philippe

Aymerich, Vice-CEO

Mgmt For Against




stringent.

12 Approve Termination Package of Philippe

Heim, Vice-CEO

Mgmt For Against




stringent.

13 Approve Termination Package of Diony Lebot,

Vice-CEO

Mgmt For Against




stringent.

14 Approve Remuneration Policy of Chairman of Mgmt For For the Board

15 Approve Remuneration Policy of CEO and Vice

CEOs

Mgmt For For

16 Approve Compensation of Lorenzo Bini

Smaghi, Chairman of the Board

Mgmt For For


Societe Generale SA

Proposal Vote


17

Approve Compensation of Frederic Oudea,

CEO

Mgmt

For

For

18 Approve Compensation of Philippe Aymerich,

Vice-CEO Since May 14, 2018

Mgmt For For

19 Approve Compensation of Severin Cabannes,

Vice-CEO

Mgmt For For

20 Approve Compensation of Philippe Heim,


Mgmt For For

21 Approve Compensation of Diony Lebot,


Mgmt For For

22 Approve Compensation of Bernardo Sanchez

Incera, Vice-CEO Until May 14, 2018

Mgmt For Against

Blended Rationale: A vote AGAINST the remuneration report of Sanchez-Incera is warranted because:- He benefitted from a

severance payment following his resignation, which cannot be interpreted as a case of forced departure; and- He benefitted

from the post-mandate vesting of his LTIs without any prorating.

23 Approve Compensation of Didier Valet,

Vice-CEO Until March 14, 2018

Mgmt For For

24 Approve the Aggregate Remuneration

Granted in 2018 to Certain Senior

Management, Responsible Officers, and

Risk-Takers

Mgmt For For



Mgmt For For


Formalities

Mgmt For For

Telefonica Deutschland Holding AG



Primary Security ID: D8T9CK101

Ticker: O2D

Primary ISIN: DE000A1J5RX9

Proposal Vote


1



Mgmt



Mgmt For For


Fiscal 2018

Mgmt For For


Fiscal 2018

Mgmt For For


Telefonica Deutschland Holding AG

Proposal Vote


5.1



Mgmt

For

For


Auditors for the 2020 Interim Financial

Statements Until the 2020 AGM

Mgmt For For

6.1 Elect Maria Garcia-Legaz Ponce to the

Supervisory Board

Mgmt For Against



6.2 Elect Pablo de Carvajal Gonzalez to the

Supervisory Board

Mgmt For Against






Amount of EUR 3 Billion; Approve Creation of

EUR 558.5 Million Pool of Capital to


Mgmt For Against

Blended Rationale: A vote AGAINST the proposed authorization is warranted because the issuance request would result in a

potentially excessive dilution of 18.8 percent.

Zardoya Otis SA



Primary Security ID: E9853W160

Ticker: ZOT


Proposal Vote


1



Mgmt

For

For

2 Approve Allocation of Income and Dividends Mgmt For For

3 Approve Discharge of Directors and Ratify

Dividends Paid in FY 2018

Mgmt For For

4 Approve Special Dividends Mgmt For For


Zardoya Otis SA

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction


Blended Rationale: A vote AGAINST the company's remuneration report for the year in review is warranted because of the

following shortcomings:- A lack of disclosed maximum bonus opportunity;- Undisclosed STI vesting provisions;- A lack of

disclosure regarding the performance metrics of the CEO's LTIP, operated by the controlling shareholder UTH and paid in UTX

equity-based awards but at the expense of the company; and- NED pay based on profit sharing, which is similar to

performance-based compensation and likely to impair NED's oversight duties.Remuneration: A vote against is applied as LGIM

expects all incentive plans to be capped either as a percentage of salary or a fixed number of shares.Remuneration:

Performance conditions. A vote against is applied as LGIM expects a sufficient portion of executive remuneration to be

assessed against performance conditions that are aligned with company performance.

6 Determine Profit Sharing Remuneration Mgmt For Against

Blended Rationale: A vote AGAINST this resolution is warranted because profit sharing remuneration for board directors is

likely to impair their oversight duties.


PriceWaterhouseCoopers as Auditor and

Authorize Board to Fix Their Remuneration

Mgmt For For

8.1 Ratify Appointment of and Elect Patrick Jean

Roland Martin as Director

Mgmt For Against



8.2 Reelect Jose Miguel Andres Torrecillas as

Director

8.3 Reelect Jose Maria Loizaga Viguri as Director

Mgmt

Mgmt

For

For

For

Against



8.4 Reelect Alberto Zardoya Arana as Director Mgmt For Against



8.5 Reelect Euro-Syns SA as Director Mgmt For Against



8.6 Reelect Otis Elevator Company as Director Mgmt For Against



8.7 Reelect Patrick Blethon as Director Mgmt For Against



8.8 Elect Eva Castillo Sanz as Director Mgmt For For



Mgmt For For


11 Approve Minutes of Meeting Mgmt


ALD SA



Primary Security ID: F0195N108

Ticker: ALD


Proposal Vote


Ordinary Business

Mgmt



Mgmt For For


Reports

Mgmt For For



Mgmt For For

4 Reelect Karine Destre-Bohn as Director Mgmt For Against



5 Reelect Patricia Lacoste as Director Mgmt For Against



year.

6 Reelect Michael Masterson as Director Mgmt For For

7 Elect Philippe Heim as Director

Mgmt

For

Against


8 Ratify Appointment of Bernardo

Sanchez-Incera as Director

Mgmt

For

Against



9 Ratify Appointment of Laura Carrere as

Director

Mgmt For Against


10 Approve Compensation of Michael Masterson,

CEO

Mgmt For For

11 Approve Compensation of Tim Albertsen,

Vice-CEO

Mgmt For Against



12 Approve Compensation of Gilles Bellemere,

Vice-CEO

Mgmt For Against




ALD SA

Proposal Vote


13 Approve Remuneration Policy of Michael

Masterson, CEO

Mgmt For Against



14 Approve Remuneration Policy of Tim

Albertsen, Vice-CEO

Mgmt For Against



15 Approve Remuneration Policy of Gilles

Bellemere, Vice-CEO

Mgmt For Against



16 Approve Remuneration Policy of John Saffrett,

Vice-CEO

Mgmt For Against



17 Approve Termination Package of Michael

Masterson

Mgmt For Against

Blended Rationale: Remuneration: A vote against is applied as LGIM has concerns around the termination agreements.

18 Approve Termination Package of Tim

Albertsen

Mgmt

For

Against


19 Approve Termination Package of Gilles

Bellemere

Mgmt

For

Against


20 Approve Termination Package of John Saffrett

Mgmt

For

Against


21 Renew Appointment of Deloitte and Associes

as Auditor

Mgmt For For



Mgmt For For




Mgmt For For




Million

Mgmt For For




Mgmt For For




Mgmt For For


ALD SA

Proposal Vote


27

Authorize Board to Increase Capital in the



Above

Mgmt

For

For



in Par Value

Mgmt For Against

Blended Rationale: The authorization warrants a vote AGAINST as it is not explicitly excluded during a takeover period.



Mgmt

For

Against

Blended Rationale: A vote AGAINST the authorization under Item 29 is warranted as it would bring (cumulatively with items

25-26) the total volume for issuances without preemptive rights above the recommended limit of 10-percent of the outstanding

capital.



For For


Formalities

For

For

ASR Nederland NV


Primary Security ID: N0709G103

Meeting Type: Annual Ticker: ASRNL


Proposal Vote



Mgmt

1 Open Meeting Mgmt


(Non-Voting)

Mgmt

2.b Receive Report of Supervisory Board

(Non-Voting)

Mgmt

2.c Discussion on Company's Corporate

Governance Structure

Mgmt

2.d Discuss Remuneration Report Containing


Members

Mgmt

3.a Amend Remuneration Policy Mgmt For For

3.b Approve Remuneration of Supervisory Board Mgmt For For

4.a Adopt Financial Statements and Statutory

Reports

Mgmt For For


ASR Nederland NV

Proposal

Number Proposal Text

Vote

Instruction Proponent Mgmt Rec

4.b Receive Explanation on Company's Reserves Mgmt

and Dividend Policy

4.c Approve Dividends of EUR 1.74 per Share Mgmt For

For

5.a Receive Explanation on Nomination and Mgmt

Selection Procedure

5.b Ratify KPMG as Auditors Mgmt For

For

6.a Approve Discharge of Management Board Mgmt For

For

6.b Approve Discharge of Supervisory Board Mgmt For

For

7.a Grant Board Authority to Issue Shares Up to Mgmt


For

For

7.b Authorize Board to Exclude Preemptive Rights Mgmt


For

For

7.c Authorize Repurchase of Up to 10 Percent of Mgmt


For

For

8.a Accept Resignation of Annet Aris as Mgmt


8.b Reelect Kick van der Pol to Supervisory Board Mgmt For

For



Commerzbank AG


Primary Security ID: D172W1279

Meeting Type: Annual Ticker: CBK

Primary ISIN: DE000CBK1001

Proposal Vote


1



Mgmt



Mgmt For For


Fiscal 2018

Mgmt For For


Fiscal 2018

Mgmt For For


Fiscal 2019

Mgmt For For


Commerzbank AG

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction


the First Quarter of Fiscal 2020



Rights



Rights

9 Approve Issuance of Participation Certificates

up to Aggregate Nominal Amount of EUR 5

Billion

Mgmt

Mgmt

Mgmt

Mgmt

For

For

For

For

For

For

For

For

Daimler AG



Primary Security ID: D1668R123

Ticker: DAI


Proposal Vote


1



Mgmt



Mgmt For For


Fiscal 2018

Mgmt For For


Fiscal 2018

Mgmt For For

5.1 Ratify KPMG AG as Auditors for Fiscal 2019 Mgmt For For

5.2 Ratify KPMG AG as Auditors for the 2020

Interim Financial Statements Until the 2020

AGM

Mgmt For For



Mgmt For For

7.1 Reelect Joe Kaeser to the Supervisory Board Mgmt For For

7.2 Reelect Bernd Pischetsrieder to the

Supervisory Board

Mgmt For For

8 Amend Corporate Purpose Mgmt For For

9 Approve Spin-Off and Takeover Agreement

with Mercedes-Benz AG and Daimler Truck AG

Mgmt For For


SEB SA




Ticker: SK


Proposal Vote


Ordinary Business

Mgmt


Reports

Mgmt For For



Mgmt For For



Mgmt For For

4 Elect Jean Pierre Duprieu as Director Mgmt For For

5 Elect Thierry Lescure as Director Mgmt For Against


6 Elect Generaction as Director

Mgmt

For

Against




7 Elect Aude de Vassart as Director Mgmt For Against


8 Reelect William Gairard as Director

Mgmt

For

Against


9 Approve Remuneration of Directors in the Mgmt For For


10 Approve Termination Package of Stanislas de

Gramont, Vice-CEO

Mgmt For Against


11 Approve Remuneration Policy of Thierry de la

Tour d Artaise, Chairman and CEO and

Stanislas de Gramont, Vice-CEO

Mgmt For For

12 Approve Compensation of Thierry de la Tour

d Artaise, Chairman and CEO

Mgmt For Against


performance conditions does not allow shareholders to make a fully informed assessment of remuneration.

13 Approve Compensation of Stanislas de

Gramont, Vice-CEO

Mgmt For For


SEB SA

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

14 Approve Compensation of Bertrand

Neuschwander, Vice-CEO

Mgmt For Against


performance conditions does not allow shareholders to make a fully informed assessment of remuneration.



Mgmt For Against

Blended Rationale: Such share buy backs warrants a vote AGAINST, as it may be used during a takeover period.




Mgmt For For




Mgmt For Against

Blended Rationale: Votes AGAINST items 17-19 are warranted as those authorizations are not excluded during a takeover

period.




Mgmt For Against


period.




Mgmt For Against


period.A vote AGAINST the authorization under 19 is warranted because it does not respect the recommended 10 percent

guidelines for issuances without preemptive rights.


from Issuance Requests Under Items 17-19 at

EUR 10 Million

Mgmt For For



Par Value

Mgmt For Against

Blended Rationale: A vote AGAINST this authorization is warranted as it is not explicitly excluded during a takeover period.

22 Authorize up to 234,000 Shares for Use in


Mgmt

For

Against

Blended Rationale: A vote AGAINST this resolution is warranted because the level of information on performance conditions is

insufficient.



Mgmt For For

24 Amend Article 16 of Bylaws Re: Employee

Representative

Mgmt For For


Formalities

Mgmt For For


Societe BIC SA




Ticker: BB


Proposal Vote


Ordinary Business

Mgmt


Reports

Mgmt For For



Mgmt For For



Mgmt For For



Mgmt For For



Mgmt For Against


takeover period.

6 Reelect Gonzalve Bich as Director Mgmt For For

7 Reelect Elizabeth Bastoni as Director

Mgmt

For

Against



year.

8 Elect Maelys Castella as Director Mgmt For For

9 Elect Marie-Aimee Bich-Dufour as Director

Mgmt

For

Against


10 Approve Compensation of Bruno Bich,

Chairman and CEO Until May 16, 2018

Mgmt For For

11 Approve Compensation of Pierre Vareille,

Chairman Since May 16, 2018

Mgmt For For

12 Approve Compensation of Gonzalve Bich,

Vice-CEO and Then CEO Since May 16, 2018

Mgmt For For

13 Approve Compensation of James DiPietro,

Vice-CEO

Mgmt For For

14 Approve Compensation of Marie-Aimee

Bich-Dufour, Vice-CEO

Mgmt For For


Societe BIC SA

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

15 Approve Remuneration Policy of Chairman,

CEO and Vice-CEOs

Mgmt For Against

Blended Rationale: A vote AGAINST this remuneration policy is warranted because:- The company does not provide any

rationale for the increase of base salary for the CEO and vice-CEO & CFO, and for the increase of awards that could be granted

to the CEO under LTIP;- Full vesting of unvested awards in case of departure cannot be excluded as the company does not

provide any element regarding the post-mandate vesting;- The pension rights benefiting to the CEO and the vice-CEO & CFO

contravene with the level of 45 percent of reference remuneration set by the AFEP-MEDEF code.




For

For


Formalities

For

For

Symrise AG


Primary Security ID: D827A1108

Meeting Type: Annual Ticker: SY1

Primary ISIN: DE000SYM9999

Proposal Vote


1



Mgmt



Mgmt For For


Fiscal 2018

Mgmt For For


Fiscal 2018

Mgmt For For


Fiscal 2019

Mgmt For For



Rights

Mgmt For For

7.1 Approve Reduction of Conditional Capital

Authorization from EUR 20 Million to EUR 4.4

Million

Mgmt For For

7.2 Approve Issuance of Warrants/Bonds with



Amount of EUR 1.5 Billion; Approve Creation

of EUR 15.7 Million Pool of Capital to


Mgmt For For


Uniper SE




Ticker: UN01

Primary ISIN: DE000UNSE018

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction


Mgmt



Mgmt



Mgmt For For


Fiscal 2017

Mgmt For For


Fiscal 2018

Mgmt For For


Fiscal 2018

Mgmt For For



Mgmt For For

7 Elect Markus Rauramo to the Supervisory

Board

Mgmt For For

Shareholder Proposal Submitted by Cornwall

(Luxembourg) S.a r.l

Mgmt

8 Appoint Jochen Jahn as Special Auditor to

Examine Management Board Actions in

Connection with the Takeover Offer of Fortum

Deutschland SE and Unipro PJSC

SH Against Against




Shares

Mgmt For For

Shareholder Proposals Submitted by Cornwall

GmbH & Co. KG

Mgmt

10 Approve Affiliation Agreement with Fortum

Oyj

SH None Against

Shareholder Proposals Submitted by KVIP

International V L.P.

Mgmt

11.1 Approve Preparation of Spin-Off of the

International Power Business Segment

SH None Against

11.2 Approve Preparation of Draft Agreements and

Reports for the Spin-Off of Operations in

Sweden, if Item 11.1 is Not Approved

SH None Against


Zalando SE




Ticker: ZAL

Primary ISIN: DE000ZAL1111

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction



Mgmt

2

3

4

5.1

5.2

6.1

Approve Allocation of Income and Omission

of Dividends


Fiscal 2018


Fiscal 2018


Fiscal 2019


Fiscal 2020 Until the Next General Meeting

Elect Kelly Bennett to the Supervisory Board

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

For

For

For

For

For

For

For

For

For

For

For

For

6.2 Elect Jorgen Lindemann to the Supervisory

Board

6.3 Elect Anders Povlsen to the Supervisory Board

Mgmt

Mgmt

For

For

For

For

6.4

6.5

6.6

7

Elect Mariella Roehm-Kottmann to the

Supervisory Board

Elect Alexander Samwer to the Supervisory

Board

Elect Cristina Stenbeck to the Supervisory

Board

Approve Stock Option Plan for Management

Board Members in Connection with the

Long-Term Incentive 2018; Approve Creation

EUR 1.5 Million Pool of Conditional Capital to


Mgmt

Mgmt

Mgmt

Mgmt

For

For

For

For

For

For

For

For

bioMerieux SA



Primary Security ID: F1149Y232

Ticker: BIM



bioMerieux SA

Proposal Vote


Ordinary Business

Mgmt


Reports

Mgmt For For



Mgmt For For

3 Approve Discharge of Directors Mgmt For For



Mgmt For For

5 Approve Transaction with Silliker Group

Corporation France Re: Provision of One

Employee

Mgmt For For

6 Approve Transaction with Institut Merieux Re:

Creation of GNEH

Mgmt For For

7 Approve Amendment of Transaction with

Institut Merieux Re: Services Agreement

Mgmt For Against

Blended Rationale: Related party transaction: A vote AGAINST Item 7 is warranted as, given the lack of information on the

price-setting process and the selection process, it is impossible to ascertain whether the consulting agreement is in all

shareholders' interests.

8 Acknowledge End of Mandate of Michele Mgmt For For Palladino as Director and Decision Not to

9

Renew

Reelect Philippe Archinard as Director

Mgmt

For

Against


tenure.Independence: A vote against is applied as this director is not considered independent and sits on key board

committees.

10 Reelect Agnes Lemarchand as Director Mgmt For For

11 Acknowledge End of Mandate of Philippe

Gillet as Director and Decision Not to Renew

Mgmt For For


and CEO

Mgmt For Against


long-term and therefore does not sufficiently incentivise long-term performance.Remuneration: Performance conditions. A vote

against is applied as the level of disclosures in respect of performance conditions does not allow shareholders to make a fully

informed assessment of remuneration.Votes AGAINST the proposed remuneration policies are warranted as:- It is unclear

whether the bonus' cap would not be significantly increased following the discretionary increase in the multiplying factor (Items

12-13);- It is impossible to foresee any potential significant increase in the base salary (Items 12-13).



performance conditions does not allow shareholders to make a fully informed assessment of remuneration.Votes AGAINST the

proposed remuneration policies are warranted as:- It is unclear whether the bonus' cap would not be significantly increased

following the discretionary increase in the multiplying factor (Items 12-13);- It is impossible to foresee any potential significant

increase in the base salary (Items 12-13); and- The board has full discretion in setting any new vice-CEO's remuneration.


bioMerieux SA

Proposal Vote


14 Approve Compensation of Alexandre Merieux,

Chairman and CEO

Mgmt For Against

Blended Rationale: A vote AGAINST the remuneration granted to Alexandre Merieux is warranted as: - Half of the bonus is

based on qualitative criteria which are granted at cap level; and - There is a lack of transparency on the multiplying factor

applied, which result in a bonus granted in excess of the maximum approved under the last remuneration policy.



Mgmt For For




Mgmt For For



Aggregate Nominal Amount of EUR 4,210,280

Mgmt For Against

Blended Rationale: Votes AGAINST Items 17 to 22 are warranted as the possibility of use during a takeover period is not

excluded.




Mgmt For Against


excluded.Votes AGAINST the authorizations under Items 18, 19, 21, and 24 are warranted because they do not respect the

recommended 10-percent guidelines for issuances without preemptive rights.




Mgmt For Against







Mgmt For Against


excluded.Item 20 warrants a vote AGAINST because the maximum discount allowed (15 percent) goes beyond the acceptable

limit of 5 percent.




Under Items 17 to 19

Mgmt For Against






Mgmt For Against


excluded.


bioMerieux SA

Proposal Vote



EUR 4,210,280 for Bonus Issue or Increase in

Par Value

Mgmt For Against



Instruments without Preemptive Rights

Including by Companies Owning over 50

Percent of the Company Share Capital up to


Mgmt

For

Against

Blended Rationale: Votes AGAINST the authorizations under Items 18, 19, 21, and 24 are warranted because they do not

respect the recommended 10-percent guidelines for issuances without preemptive rights.



For For

26 Eliminate Preemptive Rights Pursuant to Item Mgmt

25 Above, in Favor of Employees

For

For

27 Set Total Limit for Capital Increase to Result Mgmt

from Issuance Requests Under Items 17 to 25

at EUR 4,210,280

For

For


Formalities

For

For

BNP Paribas SA



Meeting Type: Annual/Special Ticker: BNP


Proposal Vote


Ordinary Business

Mgmt


Reports

Mgmt For For



Mgmt For For



Mgmt For For

4 Receive Auditors' Special Report on


Mgmt For For



Mgmt For For

6 Reelect Jean-Laurent Bonnafe as Director Mgmt For For

7 Reelect Wouter De Ploey as Director Mgmt For For


BNP Paribas SA

Proposal Vote


8 Reelect Marion Guillou as Director Mgmt For For

9 Reelect Michel Tilmant as Director

Mgmt

For

For

10 Ratify Appointment of Rajna Gibson-Brandon

as Director


the Board

12 Approve Remuneration Policy of CEO and

Vice-CEO

13 Approve Compensation of Jean Lemierre,


14 Approve Compensation of Jean-Laurent

Bonnafe, CEO

15 Approve Compensation of Philippe Bordenave,

Vice-CEO

16 Approve the Overall Envelope of

Compensation of Certain Senior Management,

Responsible Officers and the Risk-takers


Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

For

For

For

For

For

For

For

For

For

For

For

For

For

For




Formalities

Mgmt

Mgmt

For

For

For

For

Capgemini SE




Ticker: CAP


Proposal Vote


Ordinary Business

Mgmt


Reports

Mgmt For For



Mgmt For For



Mgmt For For




Mgmt For For


Capgemini SE

Proposal Vote


5 Approve Compensation of Paul Hermelin,

Chairman and CEO

6 Approve Compensation of Thierry Delaporte,

Vice-CEO

7 Approve Compensation of Aiman Ezzat,

Vice-CEO


and CEO

9 Approve Remuneration Policy of Vice-CEOs

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

For

For

For

For

For

For

For

For

For

For

10 Ratify Appointment of Laura Desmond as

Director

11 Elect Xiaoqun Clever as Director

Mgmt

Mgmt

For

For

For

For




Mgmt

Mgmt

For

For

13 Amend Article 12 of Bylaws Re: Directors

Attendance



Performance Conditions Reserved for





Employee Stock Purchase Plans Reserved for



Formalities

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

For

For

For

For

For

For

For

For

For

For

Dassault Systemes SA




Ticker: DSY


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction



Reports

Mgmt

For

For



Proposal Vote


2

Approve Consolidated Financial Statements


Mgmt

For

For



Mgmt For For




Mgmt For For


the Board

Mgmt For For

6 Approve Remuneration Policy of Vice

Chairman of the Board and CEO

Mgmt For Against


a percentage of salary or a fixed number of shares.A vote AGAINST this remuneration policy is warranted because:- There is no

information around post-mandate vesting provisions.

7 Approve Compensation of Charles Edelstenne,


Mgmt For For

8 Approve Compensation of Bernard Charles,

Vice Chairman of the Board and CEO

Mgmt For Against



CEO's remuneration is warranted as the following concerns are raised:- The information on the bonus policy application is low;-

The 2018 LTIP award valuation increased with no rationale, while the quantum is 14 times the basic salary and no explanation

is provided by the company;- Information on the performance achieved for LTIPs vested this year is low. This is more

problematic as the quantum is significant; and- There is a general concern over relative-alignment with peer performance and

absolute alignment, making it impossible to ascertain that remuneration is not excessive and discretionarily determined.

9 Reelect Catherine Dassault as Director Mgmt For Against


10 Reelect Toshiko Mori as Director Mgmt For For



Mgmt For For




Mgmt For For




Mgmt For For




Mgmt For For




Mgmt For For




Above

Mgmt For For



Proposal Vote




Par Value



Mgmt

Mgmt

For

For

For

Against

Blended Rationale: A vote AGAINST the authorization under Item 18 is warranted because it does not respect the



for Use in Stock Option Plans Reserved for


Mgmt For Against


performance conditions does not allow shareholders to make a fully informed assessment of remunerationA vote AGAINST this

resolution is warranted because:- The exercise price could show a discount to the average market price (excluding executive

corporate officers).- The vesting period is not disclosed.- The burn rate exceeds the sector cap, and there is no public

commitment from the company to address this issue..



For For


Formalities

For

For

Deutsche Bank AG



Meeting Type: Annual Ticker: DBK


Proposal Vote



Mgmt



Mgmt



Mgmt For For


Fiscal 2018

Mgmt For Against

Blended Rationale: Governance Concerns: Discharge of duties. Votes AGAINST these discharge resolutions are warranted as a

precautionary measure considering the substantial monetary and reputational costs to the bank borne by shareholders because,

amongst other things:- Severe deficiencies continue to be discovered in the bank's anti-money laundering systems and its KYC

controls (a legal obligation for financial institutions to "Know Your Client").- Current board members have not markedly turned

around the bank's situation and the underlying patterns of leadership; and the culture of risk at Deutsche Bank do not remain

significantly improved.- Deutsche Bank's financial viability has further deteriorated, now making it a potential takeover target.-

It is time for shareholders to hold the boards accountable for the many years of substantial monetary and reputational costs to

the bank borne by shareholders.


Deutsche Bank AG

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction


Fiscal 2018

Mgmt For Against

Blended Rationale: Governance Concerns: Discharge of duties. Votes AGAINST these discharge resolutions are warranted as a

precautionary measure considering the substantial monetary and reputational costs to the bank borne by shareholders because,

amongst other things:- Severe deficiencies continue to be discovered in the bank's anti-money laundering systems and its KYC

controls (a legal obligation for financial institutions to "Know Your Client").- Current board members have not markedly turned

around the bank's situation and the underlying patterns of leadership; and the culture of risk at Deutsche Bank do not remain

significantly improved.- Deutsche Bank's financial viability has further deteriorated, now making it a potential takeover target.-

It is time for shareholders to hold the boards accountable for the many years of substantial monetary and reputational costs to

the bank borne by shareholders.

5.1 Ratify KPMG AG as Auditors for Fiscal 2019 Mgmt For Against


on a regular basis.

5.2

6

7

8

9

10

11

12


the Review of the Interim Financial

Statements and Reports for Fiscal 2019 and

Before the 2020 AGM



Shares

Authorize Use of Financial Derivatives when

Repurchasing Shares


Riebeck-Brauerei von 1862 AG

Remove Paul Achleitner from the Supervisory

Board

Approve Vote of No Confidence Against

Management Board Member Sylvie Matherat


Management Board Member Stuart Lewis


Management Board Member Garth Ritchie

Appoint Christopher Rother as Special Auditor

to Assert Claims for Damages Against Current

and Former Management and Supervisory

Board Members, Influential Shareholders, and

Joint and Severally Liable Persons

Mgmt

Mgmt

Mgmt

Mgmt

SH

SH

SH

SH

SH

For

For

For

Against

Against

Against

Against

None

For

For

For

Against

Against

Against

Against

Against

Elis SA



Primary Security ID: F2976F106

Ticker: ELIS



Elis SA

Proposal Vote


Ordinary Business

Mgmt


Reports

Mgmt For For



Mgmt For For

3 Approve Treatment of Losses Mgmt For For

4 Approve Dividends of EUR 0.37 per Share Mgmt For For



Mgmt For For

6 Reelect Thierry Morin as Supervisory Board

Member

Mgmt For For

7 Reelect Magali Chesse as Supervisory Board

Member

Mgmt For Against


committees.

8 Reelect Philippe Delleur as Supervisory Board

Member

Mgmt For For

9 Ratify Appointment of Antoine Burel as


Mgmt For For

10 Renew Appointment of Pricewaterhouse

Coopers Audit as Auditor

Mgmt For For

11 Renew Appointment of Mazars as Auditor Mgmt For For


of the Supervisory Board

Mgmt For For


Board Members

Mgmt For For


of the Management Board

Mgmt For For


Board Members

Mgmt For For

16 Approve Compensation of Thierry Morin,


Mgmt For For

17 Approve Compensation of Xavier Martire,

Chairman of the Management Board

Mgmt For Against



18 Approve Compensation of Louis Guyot,


Mgmt For Against




Elis SA

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

19 Approve Compensation of Matthieu Lecharny,


Mgmt For Against





For For




For

For




For

For



For

For


Formalities

For

For

Grifols SA


Primary Security ID: E5706X215

Meeting Type: Annual Ticker: GRF


Proposal Vote


1

Approve Standalone Financial Statements,

Allocation of Income, and Dividend Payment

for Class B Shares

Mgmt

For

For

2 Approve Consolidated Financial Statements Mgmt For For



5 Renew Appointment of KPMG Auditores as

Auditor of Standalone Financial Statements

and Renew Appointment of Grant Thornton as

Co-Auditor

Mgmt For For

6 Renew Appointment of KPMG Auditores as

Auditor of Consolidated Financial Statements

Mgmt For For

7.1 Dismiss Anna Veiga Lluch as Director Mgmt For For

7.2 Elect Enriqueta Felip Font as Director Mgmt For For

7.3 Reelect Raimon Grifols Roura as Director Mgmt For For


Grifols SA

Proposal Vote


7.4

Reelect Tomas Daga Gelabert as Director

Mgmt

For

For

7.5 Reelect Carina Szpilka Lazaro as Director Mgmt For For

7.6 Reelect Inigo Sanchez-Asiain Mardones as

Director

Mgmt For For

8 Amend Article 17.bis Re: Remote Voting Mgmt For For

9 Amend Article 20 of General Meeting

Regulations Re: Remote Voting

Mgmt For For

10 Receive Amendments to Board of Directors

Regulations

Mgmt


Blended Rationale: A vote AGAINST the company's remuneration report for the year in review is warranted because of:-

One-year lag disclosure of bonus payouts;- Termination benefits in a CiC event for executive directors are considered

excessive; and- Every two deferred shares are matched with one additional share, not subject to additional performance

conditions.Mitigating, the company has introduced a clawback provision for executive directors.Remuneration: Performance

period. A vote against is applied as LGIM expects remuneration to be measured over at least a 3 year performance period. We

encourage a period longer than 3 years to be set, excluding any holding period to align with long-term value

creation.Remuneration: A vote against is applied as LGIM expects all incentive plans to be capped either as a percentage of

salary or a fixed number of shares.



13 Receive Information on AMBAR (Alzheimer Mgmt

Management by Albumin Replacement)

For For

LANXESS AG



Meeting Type: Annual Ticker: LXS


Proposal Vote


1



Mgmt



Mgmt For For


Member Matthias Zachert for Fiscal 2018

Mgmt For For


Member Hubert Fink for Fiscal 2018

Mgmt For For


Member Stephen Forsyth for Fiscal 2018

Mgmt For For


LANXESS AG

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

3.4

3.5

4.1

4.2

4.3

4.4

4.5

4.6

4.7

4.8

4.9

4.10

4.11

4.12

4.13

5.1

5.2

6

7


Member Michael Pontzen for Fiscal 2018


Member Rainier van Roessel for Fiscal 2018


Member Matthias Wolfgruber for Fiscal 2018


Member Werner Czaplik for Fiscal 2018


Member Hans-Dieter Gerriets for Fiscal 2018


Member Heike Hanagarth for Fiscal 2018


Member Friedrich Janssen for Fiscal 2018


Member Pamela Knapp for Fiscal 2018


Member Thomas Meiers for Fiscal 2018


Member Lawrence Rosen for Fiscal 2018


Member Ralf Sikorski for Fiscal 2018


Member Rolf Stomberg for Fiscal 2018


Member Manuela Strauch for Fiscal 2018


Member Ifraim Tairi for Fiscal 2018


Member Theo Walthie for Fiscal 2018




Auditors for the First Half of Fiscal 2020



Shares

Approve Remuneration of Supervisory Board

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

Rexel SA



Primary Security ID: F7782J366

Ticker: RXL



Rexel SA

Proposal Vote


Ordinary Business

Mgmt


Reports

Mgmt For For



Mgmt For For



Mgmt For For




Mgmt For For

5 Approve Additional Pension Scheme

Agreement with Patrick Berard, CEO

Mgmt For For


the Board

Mgmt For For

7 Approve Remuneration Policy of CEO Mgmt For For

8 Approve Compensation of Ian Meakins,


Mgmt For For

9 Approve Compensation of Patrick Berard, CEO Mgmt For For

10 Reelect Agnes Touraine as Director Mgmt For For

11 Reelect Elen Phillips as Director Mgmt For For

12 Elect Francois Auque as Director Mgmt For For



Mgmt For For




Mgmt For For




Million

Mgmt For For




Million

Mgmt For For




Million

Mgmt For For




Under Items 15-17

Mgmt For For


Rexel SA

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction








in Par Value


Formalities

Mgmt

Mgmt

Mgmt

Mgmt

For

For

For

For

For

For

For

For

Safran SA




Ticker: SAF


Proposal Vote


Ordinary Business

Mgmt


Reports

Mgmt For For



Mgmt For For



Mgmt For For

4 Reelect Ross McInnes as Director Mgmt For Against

Blended Rationale: Board mandates: A vote against is applied as LGIM expects a Board Chair not to hold too many external

roles to ensure they can undertake their duties effectively.Independence: A vote against is applied as we have concerns around

the independence of the board.

5 Reelect Philippe Petitcolin as Director Mgmt For For

6 Reelect Jean-Lou Chameau as Director

Mgmt

For

For

7 Elect Laurent Guillot as Director

Mgmt

For

Against

Blended Rationale: Board mandates: A vote against is applied as LGIM expects executive directors not to hold too many


8 Ratify Appointment of Caroline Laurent as

Director

9 Reelect Vincent Imbert as Director

Mgmt

Mgmt

For

For

For

Against



Safran SA

Proposal Vote


10 Approve Compensation of Ross McInnes,


11 Approve Compensation of Philippe Petitcolin,

CEO

Mgmt

Mgmt

For

For

For

Against




of the Board

13 Approve Remuneration Policy of the CEO

Mgmt

Mgmt

For

For

For

Against





Mgmt For For


15 Amend Article 14.8 of Bylaws Re: Employee

Representative

Mgmt For For




Mgmt For For




Mgmt For For



Mgmt For For




Mgmt For For




Under Items 16 to 19

Mgmt For For


EUR 12.5 Million for Bonus Issue or Increase

in Par Value

Mgmt For For



Aggregate Nominal Amount of EUR 8 Million,

Only In the Event of a Public Tender Offer

Mgmt For Against

Blended Rationale: Votes AGAINST Items 22-26 as the proposed authorizations represent a form of antitakeover mechanism.





Mgmt

For

Against



Safran SA

Proposal Vote



Million for Future Exchange Offers, Only In

the Event of a Public Tender Offer

Mgmt For Against






Mgmt

For

Against





Under Items 22 to 25, Only In the Event of a

Public Tender Offer

Mgmt For Against




Par Value, Only In the Event of a Public

Tender Offer

Mgmt For Against




For

For



For

For

30 Authorize up to 0.4 Percent of Issued Capital Mgmt


For

For



Formalities

For

For

STMicroelectronics NV



Meeting Type: Annual Ticker: STM


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction


1 Open Meeting Mgmt


STMicroelectronics NV

Proposal Vote


2

Receive Report of Management Board

(Non-Voting)

Mgmt

3 Receive Report of Supervisory Board

(Non-Voting)

Mgmt

4.a Discuss Implementation of Remuneration

Policy

Mgmt

4.b Adopt Financial Statements and Statutory

Reports

Mgmt For For

4.c Approve Dividends Mgmt For For

4.d Approve Discharge of Management Board Mgmt For For

4.e Approve Discharge of Supervisory Board Mgmt For For

5.a Approve Restricted Stock Grants to President

and CEO

Mgmt For Against



to align with long-term value creation.Remuneration: A vote against is applied as LGIM expects all incentive plans to be capped

either as a percentage of salary or a fixed number of shares.

5.b Approve Special Bonus to President and CEO Mgmt For Against



to align with long-term value creation.Remuneration: Performance conditions. A vote against is applied as LGIM expects a

sufficient portion of executive remuneration to be assessed against performance conditions that are aligned with company

performance.

6 Reelect Martine Verluyten to Supervisory

Board

Mgmt For For

7 Reelect Janet Davidson to Supervisory Board Mgmt For For

8 Elect Lucia Morselli to Supervisory Board Mgmt For For



Mgmt For For

10.a Grant Board Authority to Issue Shares Up To


emptive Rights

Mgmt For Against

Blended Rationale: A vote AGAINST this proposal is warranted because it is not in line with commonly used safeguards

regarding volume and duration, as this authorization is in addition of the proposed authorization under Item 10a.

10.b Grant Board Authority to Issue Shares Up To

10 Percent of Issued Capital in Case of

Merger or Acquisition and Exclude

Pre-emptive Rights

Mgmt For Against


regarding volume and duration, as this authorization is in addition of the proposed authorization under Item 10a.




The Swatch Group AG




Ticker: UHR


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1


Reports

Mgmt

For

For


Management

Mgmt For For


of CHF 1.60 per Registered Share and CHF

8.00 per Bearer Share

Mgmt For For

4.1.1 Approve Fixed Remuneration of

Non-Executive Directors in the Amount of

CHF 1 Million

Mgmt For For

4.1.2 Approve Fixed Remuneration of Executive


Mgmt For For



Mgmt For For



Mgmt For Against

Blended Rationale: Votes AGAINST these proposals are warranted because there are concerns regarding the company's variable

remuneration practices for the executive board members and the executive management.



Mgmt For Against






of salary or a fixed number of shares.Votes AGAINST these proposals are warranted because there are concerns regarding the

company's variable remuneration practices for the executive board members and the executive management.

5.1 Reelect Nayla Hayek as Director Mgmt For Against

Blended Rationale: Audit Committee: A vote against is applied as LGIM expects the Committee to be comprised of independent

directors.Remuneration Committee: A vote against has been applied because LGIM expects the Committee to comprise

independent directors.Votes AGAINST the non-independent nominees Nayla Hayek, Daniela Aeschlimann, Claude Nicollier, and

Ernst Tanner are warranted due to the failure to establish a majority-independent board.

5.2 Reelect Ernst Tanner as Director Mgmt For Against


element for a board to protect shareholders' interests.Votes AGAINST the non-independent nominees Daniela Aeschlimann,

Claude Nicollier, and Ernst Tanner are further warranted due to the failure to establish a majority-independent audit

committee.


The Swatch Group AG

Proposal Vote


5.3 Reelect Daniela Aeschlimann as Director Mgmt For Against




committee.

5.4 Reelect Georges Hayek as Director Mgmt For Against



independent directors.

5.5 Reelect Claude Nicollier as Director Mgmt For Against




committee.

5.6 Reelect Jean-Pierre Roth as Director Mgmt For For

5.7 Reelect Nayla Hayek as Board Chairman

Mgmt

For

Against



independent directors.A vote AGAINST Nayla Hayek as board chair is warranted because her election to the board does not

warrant support.

6.1 Reappoint Nayla Hayek as Member of the


Mgmt For Against





6.2 Reappoint Ernst Tanner as Member of the


Mgmt For Against


element for a board to protect shareholders' interests.Votes AGAINST the non-independent committee nominees Daniela

Aeschlimann, Claude Nicollier, and Ernst Tanner are warranted due to the failure to establish a majority-independent

committee.

6.3 Reappoint Daniela Aeschlimann as Member of


Mgmt For Against




committee.

6.4 Reappoint Georges Hayek as Member of the


Mgmt For Against

Blended Rationale: Audit Committee: A vote against is applied as LGIM expects the Committee to be comprised of indepedent




The Swatch Group AG

Proposal Vote


6.5 Reappoint Claude Nicollier as Member of the


Mgmt For Against




committee.

6.6 Reappoint Jean-Pierre Roth as Member of the


Mgmt For For

7 Designate Bernhard Lehmann as Independent

Proxy

Mgmt For For

8 Ratify PricewaterhouseCoopers AG as

Auditors

Mgmt For For

9 Approve EUR 7.5 Million Reduction in Share

Capital by Cancellation of Registered and

Bearer Shares

Mgmt For For






The Swatch Group AG




Ticker: UHR


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1


Reports

Mgmt

For

For


Management

Mgmt For For


of CHF 1.60 per Registered Share and CHF

8.00 per Bearer Share

Mgmt For For

4.1.1 Approve Fixed Remuneration of

Non-Executive Directors in the Amount of

CHF 1 Million

Mgmt For For

4.1.2 Approve Fixed Remuneration of Executive


Mgmt For For



Mgmt For For


The Swatch Group AG

Proposal Vote




Mgmt For Against

Blended Rationale: Votes AGAINST these proposals are warranted because there are concerns regarding the company's variable

remuneration practices for the executive board members and the executive management.



Mgmt For Against






of salary or a fixed number of shares.Votes AGAINST these proposals are warranted because there are concerns regarding the

company's variable remuneration practices for the executive board members and the executive management.

5.1 Reelect Nayla Hayek as Director Mgmt For Against





5.2 Reelect Ernst Tanner as Director Mgmt For Against




committee.

5.3 Reelect Daniela Aeschlimann as Director Mgmt For Against




committee.

5.4 Reelect Georges Hayek as Director Mgmt For Against




5.5 Reelect Claude Nicollier as Director Mgmt For Against




committee.

5.6 Reelect Jean-Pierre Roth as Director Mgmt For For

5.7 Reelect Nayla Hayek as Board Chairman

Mgmt

For

Against



independent directors.A vote AGAINST Nayla Hayek as board chair is warranted because her election to the board does not

warrant support.


The Swatch Group AG

Proposal Vote


6.1 Reappoint Nayla Hayek as Member of the


Mgmt For Against





6.2 Reappoint Ernst Tanner as Member of the


Mgmt For Against




committee.

6.3 Reappoint Daniela Aeschlimann as Member of


Mgmt For Against




committee.

6.4 Reappoint Georges Hayek as Member of the


Mgmt For Against


directors.Remuneration Committee - A vote against has been applied because LGIM expects the Committee to comprise


6.5 Reappoint Claude Nicollier as Member of the


Mgmt For Against




committee.

6.6 Reappoint Jean-Pierre Roth as Member of the


Mgmt For For

7 Designate Bernhard Lehmann as Independent

Proxy

Mgmt For For

8 Ratify PricewaterhouseCoopers AG as

Auditors

Mgmt For For

9 Approve EUR 7.5 Million Reduction in Share

Capital by Cancellation of Registered and

Bearer Shares

Mgmt For For







United Internet AG




Ticker: UTDI


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction



Mgmt



Fiscal 2018


Fiscal 2018


Fiscal 2019

Mgmt

Mgmt

Mgmt

For

For

For

For

For

For

Valeo SA




Ticker: FR


Proposal Vote


Ordinary Business

Mgmt


Reports

Mgmt For For



Mgmt For For



Mgmt For For




Mgmt For For

5 Approve Termination Package of Jacques

Aschenbroich

Mgmt For For

6 Reelect Jacques Aschenbroich as Director Mgmt For For

7 Elect Olivier Piou as Director Mgmt For For

8 Elect Patrick Sayer as Director Mgmt For For


Valeo SA

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

9 Approve Compensation of Jacques

Aschenbroich, Chairman and CEO


and CEO




Mgmt

Mgmt

Mgmt

Mgmt

For

For

For

For

For

For













Above



Par Value

17 Authorize Capital Increase of up to 9.57

Percent of Issued Capital for Contributions in

Kind



19 Authorize up to 4.445 Million Shares for Use

in Restricted Stock Plans






Formalities

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

For

Wacker Chemie AG




Ticker: WCH

Primary ISIN: DE000WCH8881


Wacker Chemie AG

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction



Mgmt

2

3

4

5.1




Fiscal 2018


Fiscal 2018

Ratify KPMG AG as Auditors for Fiscal 2019

Mgmt

Mgmt

Mgmt

Mgmt

For

For

For

For

For

For

For

For

5.2 Ratify KPMG as Auditors for the First Quarter

of Fiscal 2020

Mgmt

For

For

Telecom Italia SpA



Primary Security ID: T92778108

Ticker: TIT


Proposal Vote


Meeting for Holders of Saving Shares

Mgmt

1 Report on the Common Expenses Fund Mgmt For For

Shareholder Proposal Submitted by ARCA

Fondi SGR SpA, Mediolanum Gestione Fondi

SGR SpA, Eurizon Capital SGR SpA, and

Pramerica SGR SpA

Mgmt

2.1 Elect Dario Trevisan as Representative for

Holders of Saving Shares; Fix Term for

Representative; Approve Representative's

Remuneration

SH None For

Shareholder Proposal Submitted by Michele Di

Bari

Mgmt

2.2 Elect Massimo Consoli as Representative for

Holders of Saving Shares

SH None Against


DSV A/S

Meeting Date: 05/27/2019 Country: Denmark


Primary Security ID: K3013J154

Ticker: DSV

Primary ISIN: DK0060079531

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1 Approve Issuance of Shares in Connection

with Acquisition of Panalpina Welttransport

(Holding) AG

Mgmt For For

Air France-KLM SA




Ticker: AF


Proposal Vote


Ordinary Business

Mgmt


Reports

Mgmt For For



Mgmt For For

3 Approve Treatment of Losses Mgmt For For



Mgmt For For

5 Approve Severance Agreement with Benjamin

Smith, CEO

Mgmt For Against


6 Elect Astrid Panosyan as Director Mgmt For For

7 Reelect Jean-Dominique Comolli as Director Mgmt For For

8 Reelect Jaap de Hoop Scheffer as Director Mgmt For For

9 Elect Cees t Hart as Director Mgmt For Against


mandates: A vote against is applied as LGIM expects non-executive directors not to hold too many external roles to ensure they

can undertake their duties effectively.

10 Ratify Appointment of Benjamin Smith as

Director

Mgmt For For


Air France-KLM SA

Proposal Vote


11

Elect Benjamin Smith as Director

Mgmt

For

For

12 Approve Compensation of Jean-Marc

Janaillac, Chairman and CEO Until May 15,

2018

Mgmt For For

13 Approve Compensation of Anne-Marie

Couderc, Chairman of the Board Since May

18, 2018

Mgmt For For

14 Approve Compensation of Frederic Gagey,

CEO from May 15, 2018 to Sept. 17, 2018

Mgmt For For

15 Approve Compensation of Benjamin Smith,

CEO Since Sept. 17, 2018

Mgmt For Against



remuneration report is warranted because:- The company decided to overstep the limits of the FY18's remuneration policy for

the chair/CEO approved by shareholders at the May 15, 2018 AGM and not to provide a new one for the new CEO.-The

company decided to increase the annual base salary for the new CEO without any rationale.- There is no performance condition

attached to the bonus allocation and the long-term incentive plan, awarded out of the board's sole discretion. As such it is

clearly understood that the bonus payout is not linked to the company's performance.- The value of awards granted to the CEO

is higher than the cap set by the FY18's remuneration policy for the former chair/CEO.


of the Board

17 Approve Remuneration Policy of the CEO

Mgmt

Mgmt

For

For

For

Against





Mgmt For For





Million

Mgmt For For




with a Binding Priority Right

Mgmt For For






Mgmt For For


Securities for Private Placement up to


Mgmt For For




Above

Mgmt For For


Air France-KLM SA

Proposal Vote


24

Authorize Capital Increase of up to EUR 43

Million for Contributions in Kind

Mgmt

For

For



in Par Value

Mgmt For For




Million, Including in the Event of a Public

Tender Offer

Mgmt For Against

Blended Rationale: Although the proposed volumes under Items 26 to 31 and 33 respect the recommended guidelines for

issuances with and without preemptive rights (and with a binding priority right), votes AGAINST these authorizations are

warranted as they could be used in the event of public tender offer. Such anti-takeover mechanisms therefore do not merit

support (Items 26 to 31 and 33).




with a Binding Priority Right, Including in

Public Tender Offer

Mgmt For Against










During Public Tender Offer

Mgmt For Against






Securities for Private Placement up to


Million, Including in the Event of a Public

Tender Offer

Mgmt For Against







Delegation Submitted to Shareholder Under

Items 26-29

Mgmt For Against






Air France-KLM SA

Proposal Vote


31 Authorize Capital Increase of up EUR 21

Million for Contributions in Kind

Mgmt For Against







in Par Value

Mgmt For Against

Blended Rationale: A vote AGAINST is warranted as this authorization may be used in the event of public tender offer and could

consequently constitute an antitakeover measure.




Mgmt For Against







Mgmt For Against

Blended Rationale: A vote AGAINST this resolution is warranted because the company fails to disclose any information

regarding the vesting threshold and performance targets. As such, it is not possible to ascertain that performance criteria

attached to the plan are stringent enough.



Mgmt For For

36 Amend Articles 9-11 and 13-15 of Bylaws Re:

Shareholding Disclosure Thresholds

Mgmt For Against

Blended Rationale: A vote AGAINST this item is warranted as the amendments would require shorter notices to disclose the

thresholds crossing, it would unnecessarily increase the burden of the notification process for shareholders.


Formalities

Mgmt For For

Evonik Industries AG



Primary Security ID: D2R90Y117

Ticker: EVK

Primary ISIN: DE000EVNK013

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction



Mgmt



Mgmt For For


Evonik Industries AG

Proposal Vote



Fiscal 2018


Fiscal 2018



Mgmt

Mgmt

Mgmt

For

For

For

For

For

For

Faurecia SA




Ticker: EO


Proposal Vote


Ordinary Business

Mgmt


Reports

Mgmt For For



Mgmt For For



Mgmt For For


Related-Party Transactions Regarding New

Transactions

Mgmt For For

5 Renew Appointment of Ernst and Young as

Auditor and Acknowledge End of Mandate of

Auditex as Alternate Auditor and Decision to

Neither Renew Nor Replace

Mgmt For Against


on a regular basis.

6 Appoint Mazars as Auditor and Acknowledge

End of Mandate of Etienne Boris as Alternate

Auditor and Decision to Neither Renew Nor

Replace

Mgmt For For

7 Ratify Appointment of Philippe de Rovira as

Director

Mgmt For Against


committees.

8 Ratify Appointment and Renew Gregoire

Olivier as Director

9 Elect Yan Mei as Director

Mgmt

Mgmt

For

For

For

For


Faurecia SA

Proposal Vote


10

Elect Peter Mertens as Director

Mgmt

For

For

11 Elect Denis Mercier as Director Mgmt For For


the Board

Mgmt For For


14 Approve Compensation of Michel de Rosen,


Mgmt For For

15 Approve Compensation of Patrick Koller, CEO Mgmt For For



Mgmt For For

17 Ratify Change Location of Registered Office to

23-27 Avenue des Champs-Pierreux, 92000

Nanterre and Amend Bylaws Accordingly

Mgmt For For




Mgmt For For




Million

Mgmt For For




Mgmt For For




Mgmt For For




Above

Mgmt For For

23 Authorize up to 2 Million Shares for Use in


Mgmt For Against

Blended Rationale: A vote AGAINST this resolution is warranted because:- The company fails to disclose any information

regarding the vesting threshold and performance targets. As such, it is not possible to ascertain that performance criteria

attached to the plan are stringent enough; and- The disclosure is vague on the nature of the performance criterion based on

the group net income.



Mgmt For For


Formalities

Mgmt For For


Fraport AG Frankfurt Airport Services Worldwide



Primary Security ID: D3856U108

Ticker: FRA


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction



Mgmt




Fiscal 2018


Fiscal 2018



6 Approve Affiliation Agreements with

Subsidiaries AirIT Services GmbH and Fraport

Brasil Holding GmbH


Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

For

For

For

For

For

For

For

For

For

For

For

For

Ipsen SA




Ticker: IPN


Proposal Vote


Ordinary Business

Mgmt


Reports

Mgmt For For



Mgmt For For

3 Approve Treatment of Losses and Dividends


Mgmt For For



Mgmt For For

5 Reelect Marc de Garidel as Director Mgmt For Against



Ipsen SA

Proposal Vote


6 Reelect Henri Beaufour as Director Mgmt For Against


tenure.Attendance: A vote against is applied as we have concerns around this director's attendance at board

meetings.Independence: A vote against is applied as we have concerns around the independence of the board.

7 Reelect Michele Ollier as Director Mgmt For Against


8 Approve Compensation of Marc de Garidel,


9 Approve Compensation of David Meek, CEO

Mgmt

Mgmt

For

For

For

Against



remuneration report is warranted because:-The 2018 LTIP has a two-year performance condition for 50 percent of the grant (3

years for the remaining 50 percent) and level of disclosure around the performance criteria is low; and-The level of information

around the determination of the LTIPs vested this year is low.


the Board

11 Approve Remuneration Policy of CEO

Mgmt

Mgmt

For

For

For

Against



remuneration is not assessed on the long-term and therefore does not sufficiently incentivise long-term performance.A vote

AGAINST the proposed remuneration policy is warranted as the following concerns are raised:- There is no information on

post-mandate vesting; and- There is no cap on exceptional awards.



Mgmt For For




Mgmt For For

14 Authorize Capitalization of Reserves of up to

20 Percent of Issued Share Capital for Bonus

Issue or Increase in Par Value

Mgmt For For



Percent of Issued Share Capital

Mgmt For For


Securities without Preemptive Rights up to 10

Percent of Issued Share Capital

Mgmt For For

17 Approve Issuance of up to 10 Percent of

Issued Capital Per Year for a Private

Placement

Mgmt For For




Under Items 15-17

Mgmt For For


Ipsen SA

Proposal Vote




Mgmt For Against

Blended Rationale: A vote AGAINST the authorization under Item 19 is warranted as it would bring the total volume for

issuances without preemptive rights above the recommended limit of 10-percent of the outstanding capital.



Mgmt For For



Mgmt For Against



resolution is warranted because the vesting period is not disclosed.


Formalities

Mgmt For For

Natixis SA



Primary Security ID: F6483L100

Ticker: KN


Proposal Vote


Ordinary Business

Mgmt


Reports

Mgmt For For



Mgmt For For



Mgmt For For



Mgmt For For

5 Approve Compensation of Francois Perol,

Chairman of the Board Until June 1st, 2018

Mgmt For For

6 Approve Compensation of Laurent Mignon,

CEO Until June 1st, 2018

Mgmt For Against


performance conditions does not allow shareholders to make a fully informed assessment of remunerationA vote AGAINST the

remuneration granted to Laurent Mignon under his CEO mandate is warranted as:- The rationale behind the performance

shares grant is unclear as it occurred a week before the transition to his non-executive mandate, and is not pro-rated for his

effective presence over the performance period;- The LTIP performance conditions raise concerns as the TSR-based criterion is

not challenging and there is a lack of disclosure around the CSR-based criterion;- There is no information on the achievement

levels of the vested performance shares; and- There is no information on the fate of Mignon's unvested awards..


Natixis SA

Proposal Vote


7

Approve Compensation of Laurent Mignon,

Chairman of the Board Since June 1st, 2018

Mgmt

For

For

8 Approve Compensation of Francois Riahi, CEO

Since June 1st, 2018

Mgmt For For


the Board

Mgmt For For



long-term incentive plan limit. LGIM expects remuneration to incentivise the creation of value over the long-termRemuneration:


sufficiently incentivise long-term performance.

11 Approve the Overall Envelope of

Compensation of Certain Senior Management,

Responsible Officers and the Risk-takers

Mgmt For For

12 Ratify Appointment of Laurent Mignon as

Director

Mgmt For Against


board.Chairperson Independence: A vote against is applied as LGIM expects the Board Chair to be independent at the time of

appointment and therefore does not support a company's outgoing CEO taking on the role of Board Chair.

13 Ratify Appointment of Nicole Etchegoinberry

as Director

Mgmt For Against



14 Ratify Appointment of Christophe Pinault as

Director

Mgmt For Against



15 Ratify Appointment of Diane de Saint Victor

as Director

Mgmt For Against


mandates: A vote against is applied as LGIM expects executive directors not to hold too many external roles to ensure they can

undertake their duties effectively.

16 Reelect Laurent Mignon as Director Mgmt For Against


board.Chairperson Independence: A vote against is applied as LGIM expects the Board Chair to be independent at the time of

appointment and therefore does not support a company's outgoing CEO taking on the role of Board Chair.

17 Reelect Diane de Saint Victor as Director Mgmt For Against


mandates: A vote against is applied as LGIM expects executive directors not to hold too many external roles to ensure they can

undertake their duties effectively.

18 Reelect BPCE as Director Mgmt For Against


committees.Governance Concerns: A vote against is applied as the nominee is a corporate entity. LGIM believes the individual

appointment of directors is an essential shareholder right.Independence: A vote against is applied as we have concerns around

the independence of the board.


Natixis SA

Proposal Vote


19 Reelect Catherine Pariset as Director Mgmt For For

20 Reelect Bernard Dupouy as Director

Mgmt

For

Against


21 Reelect Christophe Pinault as Director

Mgmt

For

Against



22 Elect Daniel de Beaurepaire as Director Mgmt For Against


23 Ratify Appointment of Henri Proglio as Censor

Mgmt

For

Against


censor.A vote AGAINST this item is warranted as the appointment is not proposed on a short-term basis and lacks rationale.



Mgmt For For



for Use in Restricted Stock Plans Reserved for


Mgmt For Against

Blended Rationale: A vote AGAINST this proposal is warranted given the overall lack of disclosure, notably regarding the

performance conditions applicable to the shares granted under the company's incentives plan.Shareholders' attention should be

brought to the fact that part of the share grants resulting from this authorization would be made in title of the deferred bonus

plan, as required by the CRDIV directive. Previously, the company presented separate resolutions for deferred bonus and LTIPs.



Mgmt For For



Aggregate Nominal Amount of EUR 1.5 Billion

Mgmt For For




Million

Mgmt For For




Million

Mgmt For For



Mgmt For For


EUR 1.5 Billion for Bonus Issue or Increase in

Par Value

Mgmt For For




Above

Mgmt For For


Natixis SA

Proposal Vote





Formalities

Mgmt

Mgmt

For

For

For

For

Poste Italiane SpA



Primary Security ID: T7S697106

Ticker: PST


Proposal Vote


Ordinary Business

Mgmt



Reports

Mgmt For For


Appoint Internal Statutory Auditors (Slate

Election) - Choose One of the Following

Slates

Mgmt

3.1 Slate Submitted by the Italian Ministry of

Economy and Finance

SH None Do Not

Vote

3.2 Slate Submitted by Institutional Investors

(Assogestioni)

SH None For

Shareholder Proposal Submitted by Italian

Ministry of Economy and Finance

Mgmt

4 Approve Internal Auditors' Remuneration SH None For



Blended Rationale: A vote AGAINST this item is warranted because: - The company still fails to provide sufficient information

on the cash-based long-term incentive plan launched last year. - The company does not disclose clear award limits with respect

to the annual bonus of managers with strategic responsibilities (other than the CEO/GM). - The company's severance policies

are not in line with best market practices.

6 Approve Equity-based Incentive Plans Mgmt For For

7 Integrate Remuneration of External Auditors

for 2018

Mgmt For For


Their Remuneration

Mgmt For For


Poste Italiane SpA

Proposal Vote




Mgmt None Against

Rheinmetall AG




Ticker: RHM


Proposal Vote


1



Mgmt



Mgmt For For


Fiscal 2018

Mgmt For For


Fiscal 2018

Mgmt For For



Mgmt For Against


on a regular basis.

6 Approve Dispute Settlement Agreement with Mgmt

Former Management Board Members Klaus

Eberhardt, Gerd Kleinert, Herbert Mueller and

the Participating D&O Liability Insurers

For

For

Acciona SA


Primary Security ID: E0008Z109

Meeting Type: Annual Ticker: ANA


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1 Approve Consolidated and Standalone


Mgmt For For


Acciona SA

Proposal Vote


2.1


Management Reports

Mgmt

For

For

2.2 Approve Non-Financial Information Report Mgmt For For


4.1 Reelect Juan Carlos Garay Ibargaray as

Director

Mgmt For For

4.2 Elect Sonia Dula as Director Mgmt For For

5 Approve Corporate Social Responsibility

Report

Mgmt For For

6 Fix Number of Shares Available for Grants Mgmt For Against

Blended Rationale: A vote AGAINST this item is warranted as the company does not disclose sufficient information on the

underlying performance share plan.

7 Authorize Company to Call EGM with 15 Days'

Notice

8 Advisory Vote on Remuneration Report

Mgmt

Mgmt

For

For

For

Against


percentage of salary or a fixed number of shares.A vote AGAINST the remuneration report is warranted because:- Information

on performance outcome under STI and LTI schemes is insufficient;- Company contributions to executives' pensions schemes

are too high; and- Executive pay seems misaligned with shareholder return and peer practices.

9 Receive Amendments to Board of Directors Mgmt

Regulations



For

For

Bollore SA



Meeting Type: Annual/Special Ticker: BOL


Proposal Vote


Ordinary Business

Mgmt

1 Approve Financial Statements and Discharge

Directors

Mgmt For For



Mgmt For For

3 Approve Treatment of Losses and Dividends


Mgmt For For


Bollore SA

Proposal Vote



5 Approve Stock Dividend Program Re: FY 2019

Mgmt

For

For




Mgmt

For

Against

Blended Rationale: A vote AGAINST the auditors' special report is warranted because the company failed to provide sufficient

information regarding the chairmanship service agreement and the consulting services with Bollore Participations, its indirect

controlling shareholder.

7 Acknowledge End of Mandate of Vincent

Bollore as Director and Decision Not to Renew

8 Reelect Cyrille Bollore as Director

Mgmt

Mgmt

For

For

For

Against



9 Reelect Yannick Bollore as Director Mgmt For Against


10 Reelect Cedric de Bailliencourt as Director

Mgmt

For

Against



11 Reelect Bollore Participations as Director Mgmt For Against


committees.Governance Concerns: A vote against is applied as the nominee is a corporate entity. LGIM believes the individual

appointment of directors is an essential shareholder right.

12 Reelect Chantal Bollore as Director Mgmt For Against


13 Reelect Sebastien Bollore as Director

Mgmt

For

Against


meetings.Independence: A vote against is applied as we have concerns around the independence of the board.

14 Reelect Financiere V as Director Mgmt For Against



concerns around the independence of the board.Board mandates: A vote against is applied as LGIM expects executive directors

not to hold too many external roles to ensure they can undertake their duties effectively.

15 Reelect Omnium Bollore as Director Mgmt For Against




16 Reelect Olivier Roussel as Director Mgmt For Against


tenure.Attendance: A vote against is applied as we have concerns around this director's attendance at board

meetings.Independence: A vote against is applied as this director is not considered independent and sits on key board



Bollore SA

Proposal Vote


17 Reelect Francois Thomazeau as Director Mgmt For Against



18 Acknowledge End of Mandate of Valerie

Coscas as Director and Decision Not to Renew

19 Elect Virginie Courtin as Director

Mgmt

Mgmt

For

For

For

Against


20 Renew Appointment of AEG Finances as

Auditor

Mgmt For For

21 Renew Appointment of IEGC as Alternate

Auditor

Mgmt For For

22 Authorize Repurchase of 291 Million Shares Mgmt For Against


takeover period.

23 Approve Compensation of Vincent Bollore,

Chairman and CEO

Mgmt For Against

Blended Rationale: A vote AGAINST the remuneration report of Vincent Bollore as chair/CEO is warranted because:- There is a

lack of information regarding the level of tantiemes received from subsidiaries; and- There is an executive sitting on the

company's remuneration committee.

24 Approve Compensation of Cyrille Bollore,

Vice-CEO

Mgmt For Against


sufficient justification.A vote AGAINST the remuneration report of Cyrille Bollore as vice-CEO is warranted because:- There is a

lack of information regarding the determination of his bonus;- There is a lack of information regarding the level of tantiemes

received from subsidiaries;- There is an executive sitting on the company's remuneration committee.

25 Approve Remuneration Policy of Vincent

Bollore, Chairman and CEO Until March 14,

2019

Mgmt For Against


a percentage of salary or a fixed number of shares.Remuneration: Performance conditions. A vote against is applied as the

level of disclosures in respect of performance conditions does not allow shareholders to make a fully informed assessment of

remuneration.A vote AGAINST the remuneration policy of Vincent Bollore as chair/CEO is warranted because:- There is a lack

of disclosure regarding the post-mandate vesting of awards;- There is a lack of disclosure regarding the attribution of

tantiemes; and- An executive is sitting on the remuneration committee.

26 Approve Remuneration Policy of Cyrille

Bollore, Vice-CEO Until March 14, 2019

Mgmt For Against


a percentage of salary or a fixed number of shares.A vote AGAINST the remuneration policy of Cyrille Bollore as vice-CEO is

warranted because:- There is lack of disclosure regarding a bonus that could be received through an employment contract with

a subsidiary;- There is a lack of disclosure regarding the post-mandate vesting of awards;- There is a lack of disclosure

regarding the potential severance arrangement that could exist through an employment contract with a subsidiary;- There is a

lack of disclosure regarding the attribution of tantiemes; and- An executive is sitting on the remuneration committee.


Bollore SA

Proposal Vote


27 Approve Remuneration Policy of Cyrille

Bollore, Chairman and CEO Since March 14,

2019

Mgmt For Against


a percentage of salary or a fixed number of shares.Remuneration: Performance conditions. A vote against is applied as the

level of disclosures in respect of performance conditions does not allow shareholders to make a fully informed assessment of

remuneration.A vote AGAINST the remuneration policy of Cyrille Bollore as chair/CEO is warranted because:- There is a lack of

disclosure regarding the determination of his base salary as chair/CEO;- There is lack of disclosure regarding a bonus that

could be received through an employment contract with a subsidiary;- There is a lack of disclosure regarding the post-mandate

vesting of awards;- There is a lack of disclosure regarding the potential severance arrangement that could exist through an

employment contract with a subsidiary;- There is a lack of disclosure regarding the attribution of tantiemes; and- An executive

is sitting on the remuneration committee.


Formalities

Mgmt For For





Million

Mgmt For Against

Blended Rationale: Votes AGAINST Items 1 and 3 are warranted as the possibility of use during a takeover period is not

excluded.



in Par Value

Mgmt For Against

Blended Rationale: A vote AGAINST this item is warranted as the possibility of use during a takeover period is not excluded.



Mgmt

For

Against

Blended Rationale: Votes AGAINST Items 1 and 3 are warranted as the possibility of use during a takeover period is not

excluded.



Mgmt For For



Mgmt For For



Mgmt For Against

Blended Rationale: A vote AGAINST this resolution is warranted because:- The company's remuneration committee comprises

an executive director; and- No information is available on the existence of performance conditions.

7 Amend Article 5 of Bylaws Re: Company

Duration

Mgmt For For

8 Change Corporate Form From Soeciete

Anononyme to Societe Europeenne

Mgmt For For

9 Pursuant to Item 8 Above, Adopt New Bylaws Mgmt For For


Formalities

Mgmt For For


EXOR NV



Primary Security ID: N3140A107

Ticker: EXO


Proposal Vote



Mgmt

1 Open Meeting Mgmt


(Non-Voting)

Mgmt

2.b Discuss Implementation of Remuneration

Policy

Mgmt

2.c Adopt Financial Statements Mgmt For For

2.d Receive Explanation on Company's Dividend

Policy

Mgmt

2.e Approve Dividends Mgmt For For


4.a Approve Discharge of Executive Directors Mgmt For For

4.b Approve Discharge of Non-Executive Directors Mgmt For For

5 Authorize Repurchase of Shares Mgmt For Against

Blended Rationale: A vote AGAINST is warranted in the absence of information on the key elements of the proposal, such as

the maximum number of shares that could be repurchased under the authorization.


LEG Immobilien AG



Primary Security ID: D4960A103

Ticker: LEG

Primary ISIN: DE000LEG1110

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction



Mgmt



Mgmt For For


LEG Immobilien AG

Proposal Vote



Fiscal 2018


Fiscal 2018



Mgmt

Mgmt

Mgmt

For

For

For

For

For

For

Legrand SA




Ticker: LR


Proposal Vote


Ordinary Business

Mgmt


Reports

Mgmt For For



Mgmt For For



Mgmt For For

4 Approve Compensation of Gilles Schnepp,

Chairman and CEO Until Feb. 7, 2018 and

Chairman of the Board Since Feb. 8, 2018

Mgmt For For

5 Approve Compensation of Benoit Coquart,

CEO Since Feb. 8, 2018

Mgmt For For


the Board

Mgmt For For


8 Reelect Eliane Rouyer-Chevalier as Director Mgmt For For

9 Elect Michel Landel as Director Mgmt For For



Mgmt For For




Mgmt For For



Mgmt For For



Legrand SA

Proposal Vote



Formalities

Mgmt For For

NN Group NV




Ticker: NN


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction


Mgmt

1 Open Meeting Mgmt

2 Receive Annual Report 2018 Mgmt

3 Discuss Implementation of Remuneration

Policy

Mgmt

4.A Adopt Financial Statements and Statutory

Reports

Mgmt For For

4.B Receive Explanation on Company's Reserves

and Dividend Policy

Mgmt

4.C Approve Dividends of EUR 1.90 Per Share Mgmt For For

5.A Approve Discharge of Management Board Mgmt For For

5.B Approve Discharge of Supervisory Board Mgmt For For

6 Reelect Helene Vletter-van Dort to

Supervisory Board

Mgmt For For


8 Grant Board Authority to Issue Shares in the

Context of Issuing Contingent Convertible

Securities

Mgmt For For

9.A.1 Grant Board Authority to Issue Ordinary

Shares Up To 10 Percent of Issued Capital

Mgmt For For

9.A.2 Authorize Board to Exclude Preemptive Rights

from Share Issuances Under Item 9.A.1

Mgmt For For

9.B Grant Board Authority to Issue Shares Up To


with a Rights Issue

Mgmt For For



Mgmt For For


NN Group NV

Proposal Vote


11 Authorize Cancellation of Ordinary Shares of

Up to 20 Percent of Issued Share Capital

12 Close Meeting

Mgmt

Mgmt

For For

OCI NV



Primary Security ID: N6667A111

Ticker: OCI


Proposal Vote



Mgmt

1 Open Meeting Mgmt

2 Receive Director's Report (Non-Voting) Mgmt

3 Discuss Implementation of Remuneration

Policy

Mgmt

4 Receive Explanation on Company's Dividend

Policy

Mgmt

5 Approve Financial Statements and Allocation

of Income

Mgmt For For

6 Approve Discharge of Executive Directors Mgmt For For

7 Approve Discharge of Non-Executive Directors Mgmt For For


9 Approve New Executive Directors

Performance Stock Unit Plan

Mgmt For For

10 Reelect Nassef Sawiris as Executive Director Mgmt For For

11 Reelect Hassan Badrawi as Executive Director Mgmt For For

12 Elect Maud de Vries as Executive Director Mgmt For For

13 Reelect Michael Bennett as Non-Executive

Director

Mgmt For For

14 Reelect Jerome Guiraud as Non-Executive

Director

Mgmt For For

15 Reelect Gregory Heckman as Non-Executive

Director

Mgmt For For

16 Reelect Robert Jan van de Kraats as

Non-Executive Director

Mgmt For For


OCI NV

Proposal Vote


17

Reelect Anja Montijn as Non-Executive

Director

Mgmt

For

For

18 Reelect Sipko Schat as Non-Executive Director Mgmt For For

19 Reelect Jan Ter Wisch as Non-Executive

Director

Mgmt For For

20 Elect Dod Fraser as Non-Executive Director Mgmt For For

21 Elect David Welch as Non-Executive Director Mgmt For For

22 Grant Board Authority to Issue Shares Up To

10 Percent of Issued Capital Plus Additional

10 Percent in Case of Takeover/Merger Plus

Additional 1 Percent for Performance Share

Plan

Mgmt For Against


regarding volume.


from Share Issuances Up to 10 Percent of

Issued Share Capital Plus Additional 10

Percent Within the Context of

Takeover/Merger

Mgmt For Against


regarding volume.

24 Authorize Repurchase of Up to 10 Percent of Mgmt For For


25 Ratify KPMG as Auditors Mgmt For

For


Publicis Groupe SA



Primary Security ID: F7607Z165

Ticker: PUB


Proposal Vote


Ordinary Business

Mgmt


Reports

Mgmt For For



Mgmt For For



Mgmt For For


Publicis Groupe SA

Proposal Vote


4

Approve Stock Dividend Program

Mgmt

For

For

5 Approve Severance Agreement with Arthur

Sadoun, Chairman of the Management Board

Mgmt For For

6 Approve Severance Agreement with

Jean-Michel Etienne, Management Board

Member

Mgmt For For

7 Approve Severance Agreement with

Anne-Gabrielle Heilbronner, Management

Board Member

Mgmt For For

8 Approve Severance Agreement with Steve

King, Management Board Member

Mgmt For For

9 Approve Compensation of Maurice Levy,


Mgmt For Against

Blended Rationale: A vote AGAINST the remuneration report of Levy as supervisory board chairman is warranted because the

quantum of his remuneration is significantly above market standards for this position and the company has not provided a

compelling rationale to justify such amount.

10 Approve Compensation of Arthur Sadoun,

Chairman of the Management Board

Mgmt For For

11 Approve Compensation of Jean-Michel

Etienne, Management Board Member

Mgmt For For

12 Approve Compensation of Anne-Gabrielle

Heilbronner, Management Board Member

Mgmt For For

13 Approve Compensation of Steve King,


Mgmt For For


the Supervisory Board

Mgmt For For


Board Members

Mgmt For For



Mgmt For Against




Board Members

Mgmt For Against



18 Elect Antonella Mei-Pochtler as Supervisory

Board Member

Mgmt For For

19 Elect Suzan LeVine as Supervisory Board

Member

Mgmt For For

20 Elect Enrico Letta as Supervisory Board

Member

Mgmt For For

21 Renew Appointment of Ernst & Young et

Autres as Auditor

Mgmt For For


Publicis Groupe SA

Proposal Vote





Mgmt

Mgmt

For For











International Employees

Ordinary Business

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

Mgmt

For

For

For

For

For

For

For

For

For

For


Formalities

Mgmt

For

For

Total SA




Ticker: FP


Proposal Vote


Ordinary Business

Mgmt


Reports

Mgmt For For



Mgmt For For



Mgmt For For



Mgmt For For



Mgmt For For

6 Reelect Maria van der Hoeven as Director Mgmt For For

7 Reelect Jean Lemierre as Director Mgmt For For

8 Elect Lise Croteau as Director Mgmt For For


Total SA

Proposal Vote


9 Elect Valerie Della Puppa Tibi as

Representative of Employee Shareholders to

the Board

A Elect Renata Perycz as Representative of

Employee Shareholders to the Board

B Elect Oliver Wernecke as Representative of

Employee Shareholders to the Board

10 Approve Compensation of Chairman and CEO

Mgmt

Mgmt

Mgmt

Mgmt

For

Against

Against

For

For

Against

Against

For


and CEO

Mgmt

For

For

Repsol SA



Primary Security ID: E8471S130

Ticker: REP


Proposal Vote


1



Mgmt

For

For





Dividends

Mgmt For For


Dividends

Mgmt For For

7 Approve Reduction in Share Capital via

Amortization of Treasury Shares

Mgmt For For

8 Authorize Issuance of Non-Convertible

Bonds/Debentures and/or Other Debt

Securities Exchangeables for Issued Shares

for up to EUR 15 Billion

Mgmt For For

9 Fix Number of Directors at 15 Mgmt For For

10 Reelect Antonio Brufau Niubo as Director Mgmt For For

11 Reelect Josu Jon Imaz San Miguel as Director Mgmt For For

12 Reelect Jose Manuel Loureda Mantinan as

Director

Mgmt For For


Repsol SA

Proposal Vote


13

Reelect John Robinson West as Director

Mgmt

For

For

14 Ratify Appointment of and Elect Henri

Philippe Reichstul as Director

Mgmt For For

15 Elect Aranzazu Estefania Larranaga as

Director

Mgmt For For

16 Elect Maria Teresa Garcia-Mila Lloveras as

Director

Mgmt For For

17 Advisory Vote on Remuneration Report Mgmt For For

18 Approve Inclusion of a Target Related to the

TSR in the Long Term Incentive Plan of

Executive Directors

Mgmt For For




Mgmt For For