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Responsible Investment Update 1 of 3

1 January 2014 – 30 June 2014

Responsible Investment Update

Set out below is a summary of some of the key ESG activities that UniSuper undertook over the first half of 2014. Active ownership

UniSuper is committed to being an active shareholder and as such, we pro-actively engage with the companies we are invested in and exercise our proxy votes.

Voting results As part of our commitment to being an active shareholder, UniSuper has exercised its proxy votes since 2004. In terms of how the Fund’s Australian proxy voting process operates:

UniSuper’s specialist proxy voting advisor provides ‘how to vote’ recommendations to UniSuper and UniSuper’s fund managers.

All Australian fund managers appointed by UniSuper must vote ‘FOR’ or ‘AGAINST’ and are not entitled to ‘ABSTAIN’ unless there is a conflict of interest.

Appointed managers typically have the discretion to determine how they vote the stocks within their portfolios. However, UniSuper retains the right to specifically instruct its fund managers how to vote (a power which is regularly exercised).

Voting recommendations are considered internally and assessed on a case by case basis. The voting advice is used as an information source only. Based on this internal review UniSuper determines how it will vote on its own internally managed portfolios and may also instruct managers to vote in a particular manner. Australia Over the first half of 2014, UniSuper voted on 325 corporate governance resolutions put forward by companies listed on the ASX. A summary of results is set out below:

CORPORATE GOVERNANCE RELATED RESOLUTIONS

NUMBER %

Voted FOR 283 87 Voted AGAINST 35 11 Voted ABSTAIN 7 2

UniSuper voted AGAINST a variety of matters which included:

The grant of performance rights;

Remuneration reports;

Other remuneration related matters including termination payments;

Board spills; and

Director appointments. Of the remuneration reports that UniSuper voted on, we voted AGAINST 10% of them. The companies where UniSuper voted AGAINST the remuneration reports are listed below:

Alumina Limited;

Boart Longyear Limited;

Leighton Holdings Limited; and

Reckon Limited. The most frequent FOR votes lodged by UniSuper pertained to director reappointments and remuneration related matters. Of the resolutions arising, the key issues voted on were as follows: 37% related to director elections, 20% to remuneration related issues, and 12% to remuneration reports. These figures are fairly consistent with the breakdown over the second half of 2013 (2013: 40%, 16% and 17% respectively). The chart below provides a more detailed break-down of the issues arising, and the table at Appendix 1 itemises all resolutions voted on at ASX listed company meetings over the first half of 2014.


Voting breakdown:

International UniSuper exercises its proxy voting rights regarding shares held in international share markets on an on-going basis throughout the year. Given the number of international fund managers voting stock on UniSuper’s behalf and the different systems used, at this point it is difficult to accurately aggregate the voting results across all markets (as UniSuper is invested in thousands of international companies). Accordingly, at this point in time, we disclose how we voted on resolutions put forward by our 20 largest international holdings. Over FY 2014, UniSuper voted on 289 corporate governance resolutions put forward by our 20 largest international holdings. A summary of results is set out below:

CORPORATE GOVERNANCE RELATED RESOLUTIONS

NUMBER %

Voted FOR 225 77 Voted AGAINST 63 22 Voted ABSTAIN 1 1 The table at Appendix 2 provides greater detail regarding specific resolutions. We are happy to provide information on how we voted at other companies should members so request and are working on better aggregating this data. Engagement

Corporate engagement One of the positive consequences of managing funds in-house, is that UniSuper has had increasing levels of corporate access and routinely holds meetings with the companies in which our members’ money is invested.

Over the first half of 2014, UniSuper continued to have high levels of dialogue with investee companies. A diverse range of issues are discussed at these meetings, ranging from corporate strategy, company performance and broader commercial issues through to relevant ESG matters as they pertain to the companies with which we are meeting. Some of the ESG issues engaged on over this period included:

Climate change risk management and stranded assets;

Board succession planning;

Executive remuneration;

Employee talent management;

Gender diversity and equal opportunity;

Coal seam gas;

Consumer health;

Water scarcity; and

Occupational health and safety. These meetings are important to us as investors as they provide an insight not only into the issues being discussed, but more broadly as to the overall capability of management and the Board. In addition to various meetings with investee companies, UniSuper also sought to communicate directly with companies where we were voting AGAINST resolutions being put to shareholders at the AGM. The primary reason being to communicate what our concerns were, and why we were voting AGAINST particular resolutions. This improves the effectiveness of our engagement significantly. Civil society engagement Over the first half of 2014, UniSuper also engaged with a number of civil society groups regarding climate change and issues relating to fossil fuel divestment. Related to this engagement, UniSuper also met with a number of members who are experts in the field of climate change to obtain their views. Meetings and conferences

Through-out the year a range of meetings and events are attended by UniSuper (and other institutional investors) to remain abreast of key ESG issues, share knowledge and work together where possible. Over the first half of 2014, this included UniSuper:

Attending various briefings on a range of ESG matters relating to coal seam gas, aviation and biofuels, gaming, chemicals and fertilisers,

Company constitution

Director elections

Remuneration report

Termination payments

Other remuneration issues

Board spill

Other (e.g. capitalstructure, auditorappointments)


transport and logistics, food and beverages, human rights in the supply chain and community conflict in the extractives sector.

Attending a number of conferences including:

» The annual ACSI conference;

» The annual Oxfam mining symposium;

» A CGI Glass Lewis/Guerdon and Associates Governance and Remuneration Forum;

» An ISS Governance Roundtable;

» A BlackRock convened Director Panel; and

» The ACCSR forum of human rights in the supply chain.

Conducting a number of presentations regarding ESG related matters, in a range of environments, including:

» A member webinar;

» At the Oxfam mining symposium;

» At the Australasian Investor Relations Association symposium;

» At a University Student Day;

» At a University HR directors forum;

» At a quarterly UniSuper Company Briefing; and

» At all new staff inductions. Other ESG activities

Over the first half of 2014, UniSuper was involved in a range of other ESG related activities, which are summarised below.

Regular peer reviews and exchanges to share learnings and collaborate on ESG matters.

Meeting with a number of our fund managers to discuss current ESG issues in the market place and understand how those fund managers address such issues and integrate ESG into their investment processes.

Corner-stoning the first issue of World Bank Green Bonds into the Australian market.

http://www.unisuper.com.au/investments/investments-news-and-commentary/2014/04/16/unisuper-invests-in-world-bank-green-bonds

Initiating a restructure of our two socially responsible investment options, to screen out alcohol, gaming, weapons and fossil fuel explorers and producers. The changes are expected to be implemented by 1 September 2014.

http://www.unisuper.com.au/investments/investments-news-and-

commentary/2014/04/08/investment-market-update-april-2014

Participating in the ESG Research Australia awards judging panel. UniSuper has been a long standing supporter of ESG RA and has sat on the awards judging panel since the inception of ESG RA.

Contributing to a number of investee company corporate responsibility stakeholder materiality assessments, including NAB, Oz Minerals and Aurizon.

Participating in an ASX 100 Board Confidence Index survey.

Contributing to a number of academic research projects being conducted by our members on ESG related matters.

Commissioning Trucost (an external consultant) to conduct an assessment of the carbon emissions intensity of our investment portfolio. This assessment found that the carbon emissions associated with our overall portfolio (including the defined benefit division) are significantly lower than the market and our superannuation and pension fund peers.

Taking a highly public position regarding commercial and governance concerns at the recent Westfield Retail Trust General meeting at which a proposal was put to shareholders to restructure the company.

http://www.unisuper.com.au/about-us/news/2014/06/10/why-unisuper-is-voting-against-the-westfield-retail-proposal




http://www.unisuper.com.au/investments/investments-news-and-commentary/2014/04/08/investment-market-update-april-2014







Responsible Investment Update

Appendix 1 – Resolutions voted on at ASX company meetings over the first half of 2014

Proxy Voting Report 1 January 2014 – 30 June 2014

Page 1 of 10

COMPANY NAME MEETING DATE

MEETING TYPE

PROPOSAL VOTE CAST

Alumina Ltd. 09-May-14 Annual Elect G John Pizzey as Director For Elect Michael P Ferraro as Director For Elect W Peter Day as Director For Approve the Spill Resolution Against Approve the Remuneration Report For Approve the Grant of Performance Rights to Peter Wasow, Chief Executive Officer of the

Company For

Approve the Amendments to the Constitution For AMP Limited 08-May-14 Annual Elect Brian Clark as Director For Elect Catherine Brenner as Director For Elect Patricia 'Patty' Akopiantz as Director For Elect Peter Shergold as Director For Elect Trevor Matthews as Director For Approve the Remuneration Report For Approve the Grant of Performance Rights to Craig Meller, Chief Executive Officer of the

Company For

APN News & Media Ltd 08-May-14 Annual Elect Anne Louise Templeman-Jones as Director For Elect Peter Damien Cullinane as Director For Approve Remuneration Report For Approve the Provision of Financial Assistance in Relation to the Acquisition of Shares in

Australian Radio Network Pty Limited For

Aristocrat Leisure Ltd. 19-Feb-14 Annual Approve the Renewal of the Proportional Takeover Provisions For Elect DCP Banks as Director For Elect K Conlon as Director For Elect RA Davis as Director For Approve the Remuneration Report For Approve the Grant of up to 435,000 Performance Share Rights to JR Odell, Chief

Executive Officer and Managing Director of the Company For

Ausenco Ltd. 01-May-14 Annual Elect George Lloyd as Director For Elect Hank Tuten as Director For Approve the Spill Resolution Against Approve the Company's Revised Performance Rights Plan For Approve the Remuneration Report For Ratify the Past Grant of Securities to Various Employees and Senior Managers of the

Company Against

Australand Property Group 16-Apr-14 Annual/Special Approve the Amendment to the Constitution of Australand Property Trust No. 4 to Facilitate Redemption of Units

For

Approve the Amendment to the Constitution of Australand Property Trust No. 5 to Facilitate Redemption of Units

For

Elect Nancy Milne as Director For


Page 2 of 10


MEETING TYPE

PROPOSAL VOTE CAST

Elect Robert Prosser as Director For Approve the Amendment to the Constitution to Reduce Maximum Number of Directors For Approve the Adoption of The Remuneration Report For Approve the Grant of 286,000 Performance Rights to Robert Johnston, Managing

Director of the Company For

Approve the Amendment to the Constitution of Australand Property Trust No. 4 Align Constitution with Recent ASIC Class Order

For

Approve the Amendment to the Constitution of Australand Property Trust No. 5 to Align Constitution with Recent ASIC Class Order

For

Approve the Amendment to the Constitution of Australand Property Trust to Align Constitution with Recent ASIC Class Order

For

Approve the Amendment to the Constitution of the Company to Allow Electronic Voting by Directors

For

Boart Longyear Ltd. 19-May-14 Annual Elect Peter Day as Director For Elect Rex McLennan as Director For Elect Roger Brown as Director Against Elect Roy Franklin as Director Against Approve the Cancellation of All Share Rights Granted to Richard O'Brien, Chief

Executive Officer of the Company For

Approve the Remuneration Report Against Approve the Grant of 9.10 Million Options to Richard O'Brien, Chief Executive Officer of

the Company Against

Approve the Termination Benefits Against Approve the Long Term Incentive Grant to Richard O'Brien, Chief Executive Officer of

the Company Against

Caltex Australia Ltd. 08-May-14 Annual Elect Bruce Morgan as Director For Elect Greig Gailey as Director For Approve the Remuneration Report For CFS Retail Property Trust 07-Mar-14 Special Ratify the Past Issuance of 151.35 Million CFX Stapled Securities to Institutional

Investors For

Approve the Acquisition of CFX2 Units by CFX Co For Approve the Amendments to the Constitution of CFX1 For Approve the Amendments to the Constitution of CFX2 For Approve CMIL as the Responsible Entity of CFX1 to Enter into the Intra-Group

Transactions Deed For

Approve CMIL as the Responsible Entity of CFX2 to Enter into the Intra-Group Transactions Deed

For

Approve the De-stapling of CFX1 Units from CFX2 Units For Approve the De-stapling of CFX2 Units from CFX1 Units For Approve the Internalisation Proposal by Holders of CFX1 Units For Approve the Internalisation Proposal by Holders of CFX2 Units For


Page 3 of 10


MEETING TYPE

PROPOSAL VOTE CAST

Charter Hall Retail REIT 03-Feb-14 Special Approve the Issuance of Up to 2.19 Million Fully Paid Ordinary Units to a Member of the Charter Hall Group

Abstain

Ratify the Past Issuance of 21.05 Million Fully Paid Ordinary Units to Institutional, Professional and Wholesale Investors

Abstain

Approve the Amendments to the Company's Constitution For Coca-Cola Amatil Ltd. 13-May-14 Annual Elect David Edward Meiklejohn as Director For Elect Krishnakumar Thirumalai as Director For Elect Wallace Macarthur King as Director For Approve the Remuneration Report For Approve the Grant of 209,798 Shares to A M Watkins, Executive Director of the

Company For

G8 Education Limited 29-Apr-14 Annual Ratify the Past Issuance of 26 Million Shares to Institutions and Professional Investors For Elect Andrew Peter Somerville Kemp as Director For Elect Susan Margaret Forrester as Director For Approve the Adoption of Remuneration Report For 29-Apr-14 Special Approve the Issuance of Up to 10.87 Million Shares to Institutions and Professional

Investors For

Ratify the Past Issuance of 10.87 Million Shares to Institutions and Professional Investors

Abstain

GPT Group 08-May-14 Annual/Special Elect Gene Tilbrook as Director For Approve the Amendment of the GPT Group Stapled Securities Rights Plan For Approve the Remuneration Report For Approve the Grant of Performance Rights (Deferred Short Term Incentive) to Michael

Cameron, Chief Executive Officer and Managing Director of the Company For

Approve the Grant of Performance Rights (Long Term Incentive) to Michael Cameron, Chief Executive Officer and Managing Director of the Company

For

Approve the Amendments to the Trust Constitution For GrainCorp Ltd. 25-Feb-14 Annual Elect Peter J Housden as Director For Elect Simon L Tregoning as Director For Approve Remuneration Report For Greencross Ltd. 22-Jan-14 Special Approve the Increase in Maximum Aggregate Remuneration of Non-Executive Directors For Approve the Acquisition of Mammoth Pet Holdings Pty Limited For Approve the Issuance of Shares to Entities Controlled by or Associated with TPG and

Petco For

Approve the Issuance of Shares to Entities Controlled by or Associated with Jeff David and Glen Richards

For

Approve the Issuance of Up to 52.57 Million Fully Paid Ordinary Shares to the Mammoth Sellers

For

Henderson Group plc 01-May-14 Annual Authorise Market Purchase of Ordinary Shares For Authorise Issue of Equity with Pre-emptive Rights For Authorise Issue of Equity without Pre-emptive Rights For


Page 4 of 10


MEETING TYPE

PROPOSAL VOTE CAST

Authorise the Company to Enter Into a Contingent Purchase Contract For Elect Angela Seymour-Jackson as Director For Elect Roger Thompson as Director For Re-elect Andrew Formica as Director For Re-elect Kevin Dolan as Director For Re-elect Richard Gillingwater as Director For Re-elect Robert Jeens as Director For Re-elect Sarah Arkle as Director For Re-elect Tim How as Director For Approve Long Term Incentive Plan For Approve Restricted Share Plan For Approve Sharesave Scheme For Approve Deferred Equity Plan For Approve Remuneration Report For Approve Company Share Option Plan For Approve Buy As You Earn Plan For Approve Executive Shared Ownership Plan For Approve Remuneration Policy For Approve International Buy As You Earn Plan For Approve Sharesave Plan USA For Amend Articles of Association For Appoint PricewaterhouseCoopers LLP as Auditors For Accept Financial Statements and Statutory Reports For Approve Final Dividend For Authorise Board to Fix Remuneration of Auditors For Iluka Resources Ltd. 28-May-14 Annual Elect Jennifer Anne Seabrook as Director For Elect Marcelo Hubmeyer De Almeida Bastos as Director For Approve the Remuneration Report For Indophil Resources NL 22-May-14 Annual Elect Brian Phillips as Director For Elect Kyle Wightman as Director For Approve the Adoption of Remuneration Report For Intrepid Mines Ltd. 09-Apr-14 Special Approve the Disposal of the Company's Main Undertaking For 13-May-14 Special Remove Colin Jackson as a Director For Remove Ian McMaster as a Director For Remove Laurence Curtis as a Director For Remove Robert McDonald as a Director For Remove Scott Lowe as a Director For Elect Clifford Sanderson as a Director For Elect Gregory Mazur as a Director For Elect Lim Yu Neng Paul as a Director For


Page 5 of 10


MEETING TYPE

PROPOSAL VOTE CAST

30-May-14 Annual Approve the Return of Capital Against Elect Alan Roberts as Director For Elect Ian McMaster as Director For Elect Scott Lowe as Director For Approve the Spill Resolution Against Approve the Remuneration Report For Elect Clifford Sanderson as Director For Elect Gregory Mazur as Director For Elect Lim Yu Neng Paul as Director For Invocare Ltd. 23-May-14 Annual Elect Richard Davis as Director For Elect Richard Fisher as Director For Approve the Remuneration Report For iProperty Group Ltd. 28-May-14 Annual Elect John Armstrong as Director For Elect Nicholas Geddes as Director For Elect Patrick Grove as Director For Approve the Remuneration Report For Approve the Grant of 10,829 Shares to Roland Tripard, Director of the Company For Approve the Grant of 15,013 Shares to Hugh Morrow, Director of the Company For Approve the Grant of 15,013 Shares to Samuel Weiss, Director of the Company For Approve the Grant of 21,658 Shares to Georg Chmiel, Director of the Company For Approve the Grant of 21,658 Shares to Lucas Elliott, Director of the Company For Approve the Grant of 32,488 Shares to Patrick Grove, Director of the Company For Approve the Grant of 6,705 Shares to Nicholas Geddes, Director of the Company For Ratify the Past Grant of 16,579 Shares to Shen Loh Lim, General Manager of the

Company For

Ratify the Past Grant of 164,835 Shares to Shaun Di Gregorio, Chief Executive Officer of the Company

For

Ratify the Past Grant of 195,437 Shares to Shaun Di Gregorio, Chief Executive Officer of the Company

For

IRESS Limited 01-May-14 Annual Elect Jenny Seabrook as Director For Approve the Remuneration Report For Approve the Grant of 152,000 Performance Rights to Andrew Walsh, Managing Director

of the Company For

Approve the Grant of 58,000 Deferred Share Rights to Andrew Walsh, Managing Director of the Company

For

Leighton Holdings Ltd. 19-May-14 Annual Elect Jose Luis del Valle Perez as Director Against Elect Michael James Hutchinson as Director For Elect Pedro Lopez Jimenez as Director Against Approve the Remuneration Report Against


Page 6 of 10


MEETING TYPE

PROPOSAL VOTE CAST

Approve the Termination Benefits of Hamish Tyrwhitt, Chief Executive Officer of the Company

Against

Approve the Termination Benefits of Peter Gregg, Chief Financial Officer of the Company Against MACA LTD. 12-Jun-14 Special Ratify the Past Issuance of 26.20 Million Shares to Sophisticated and Institutional

Investors For

Macquarie Atlas Roads Ltd. 15-Apr-14 Annual Elect David Walsh as Director For Elect Derek Stapley as Director For Elect John Roberts as Director For Elect Richard England as Director For Approve the Remuneration Report For Approve PricewaterhouseCoopers as Auditor and Authorize the Board to Fix Their

Remuneration For

Approve Standing Approval for Distributions For Mineral Deposits Ltd. 28-Jan-14 Special Approve the Issuance of Up to 7.5 Million Tranche 2 Placement Shares to Institutional

Shareholders and Other Sophisticated and Professional Investors For

Approve the Issuance of Up to 100,000 Shares to Nicholas Limb, Executive Chairman of the Company

For

Ratify the Past Issuance of 12.5 Million Tranche 1 Placement Shares to Institutional Shareholders and Other Sophisticated and Professional Investors

For

08-May-14 Annual Elect Charles "Sandy" MacDonald as Director For Elect David Isles as Director For Elect Tom Whiting as Director For Approve the Adoption of Remuneration Report For Northern Star Resources Ltd 10-Mar-14 Special Approve the Issuance of Up to 50.86 Million Shares to Domestic and International

Sophisticated and Institutional Investors Abstain

Approve the Issuance of Up to 250,000 Shares to Peter O'Connor, Director of the Company

For

Approve the Issuance of Up to 426,395 Shares to Christopher Rowe, Director of the Company

For

Approve the Issuance of Up to 426,395 Shares to William (Bill) Beament, Director of the Company

For

Approve the Issuance of Up to 60,000 Shares to John Fitzgerald, Director of the Company

For

Ratify the Past Issuance of 64.26 Million Shares to Domestic and International Sophisticated and Institutional Investors

Abstain

Oil Search Ltd. 16-May-14 Annual Elect Agu Kantsler as Director For Elect Kostas Constantinou as Director For Elect Ziggy Switkowski as Director For Approve the Issuance of 222,600 Performance Rights to Peter Botten, Managing

Director of the Company For


Page 7 of 10


MEETING TYPE

PROPOSAL VOTE CAST

Approve the Issuance of 25,996 Restricted Shares to Gerea Aopi, Executive Director of the Company

For

Approve the Issuance of 48,500 Performance Rights to Gerea Aopi, Executive Director of the Company

For

Approve the Issuance of 99,460 Restricted Shares to Peter Botten, Managing Director of the Company

For

Appoint Deloitte Touche Tohmatsu and Authorize the Board to Fix Their Remuneration For Orica Ltd. 30-Jan-14 Annual Approve the Partial Takeover Provisions For Elect Alberto Calderon as Director For Elect Chee Onn Lim as Director For Elect Gene Tilbrook as Director For Elect Ian Cockerill as Director For Elect Maxine Brenner as Director For Elect Russell Caplan as Director For Approve the Remuneration Report For Approve the Grant of Up to 380,000 Shares to Ian Smith, Managing Director of the

Company For

OZ Minerals Ltd 27-May-14 Annual Renew Partial Takeover Provisions For Elect Dean Pritchard as Director For Elect Rebecca McGrath as Director For Approve the Remuneration Report For PanAust Ltd 30-May-14 Annual Elect Garry Hounsell as Director For Elect John Crofts as Director For Approve the Remuneration Report For Approve the Amendments to the Company's Constitution For Papillon Resources Limited 10-Apr-14 Special Approve the Performance Rights Plan For Approve the Amendment of Terms of Existing Performance Rights For Approve the Grant of 500,000 Performance Rights to Mark Connelly, Managing Director

and Chief Executive Officer of the Company For

Approve the Adoption of a New Constitution For Perseus Mining Ltd. 04-Jun-14 Special Ratify the Past Issuance of 68.69 Million Shares Abstain Approve the Grant of Performance Rights to Colin Carson, Executive Director of the

Company For

Approve the Grant of Performance Rights to Jeffrey Quartermaine, Managing Director of the Company

For

QBE Insurance Group Ltd. 02-Apr-14 Annual Elect M M Y Leung as Director For Elect W M Becker as Director For Approve the Remuneration Report For Approve the Grant of Conditional Rights to J D Neal, Group Chief Executive Officer of

the Company For


Page 8 of 10


MEETING TYPE

PROPOSAL VOTE CAST

Reckon Ltd. 21-May-14 Annual Elect Ian Ferrier as Director For Approve the Remuneration Report Against Red Fork Energy Ltd. 23-May-14 Annual Elect David Colwell as Director For Elect William Warnock as Director For Approve the Remuneration Report For Rio Tinto Ltd. 08-May-14 Annual Approve the Renewal of Off- Market and On-Market Share Buyback Authorities For Elect Ann Godbehere as Director For Elect Anne Lauvergeon as Director For Elect Chris Lynch as Director For Elect Jan du Plessis as Director For Elect John Varley as Director For Elect Lord Kerr as Director For Elect Michael Fitzpatrick as Director For Elect Paul Tellier as Director For Elect Richard Goodmanson as Director For Elect Robert Brown as Director For Elect Sam Walsh as Director For Elect Simon Thompson as Director For Approve Remuneration Report for Australian Law Purposes For Approve the Director's Report on Remuneration For Approve the Potential Termination of Benefits for Australian Law Purposes For Approve Remuneration Policy Report for UK Law Purposes For Appoint PricewaterhouseCoopers LLP as Auditors For Approve the Financial Statements and Reports of the Directors and Auditors For Authorize the Audit Committee to Fix Remuneration of the Auditors For Roc Oil Company Ltd. 27-May-14 Annual Elect Graham Mulligan as Director For Approve the Remuneration Report For Approve the Grant of LTI Rights to Alan Linn, Director of the Company For Approve the Grant of STI Rights to Alan Linn, Director of the Company For Santos Ltd. 16-May-14 Annual Elect Peter Roland Coates as Director For Elect Scott Douglas Sheffield as Director For Approve the Remuneration Report For Approve the Grant of Share Acquisition Rights to David Knox, Director of the Company For Approve that the Narrabri Gas Project in North West NSW be Withdrawn from the

Santos' Portfolio Against

Sigma Pharmaceuticals Ltd. 07-May-14 Annual Approve Renewal of Partial Takeover Provisions For Elect Brian Jamieson as Director For Elect Raymond M Gunston as Director For Approve the Remuneration Report For


Page 9 of 10


MEETING TYPE

PROPOSAL VOTE CAST

Approve the Grant of Performance Rights and Termination Benefits to Mark Hooper, Managing Director and Chief Executive Officer of the Company

For

Approve the grant of Performance Rights to Mark Hooper, Managing Director and Chief Executive Officer of the Company

For

Sino Gas & Energy Holdings Ltd. 30-May-14 Annual Elect Colin Heseltine as Director For Elect Philip Bainbridge as Director For Approve the Remuneration Report For Approve the Variation of the Option Terms Held by Argonaut Securities (Asia) Limited For Sirius Resources NL 09-May-14 Special Approve the Proposed Transaction with Creasy Transaction Entities For Spark Infrastructure Group 23-May-14 Annual Elect Andrew Fay as Director For Approve the Remuneration Report For STW Communications Group Ltd. 16-May-14 Annual Elect Paul Richardson as Director For Elect Peter Cullinane as Director For Approve the Remuneration Report For Approve the Grant of 266,620 Performance Shares to Michael Connaghan, Director of

the Company For

Approve the Grant of STIP Performance Shares to Michael Connaghan, Director of the Company

For

Sundance Energy Australia Ltd. 23-Jan-14 Special Approve the Issuance of Up to 200 Million Shares For 04-Apr-14 Special Approve the Issuance of Up to 20.47 Million Conditional Placement Shares to

Professional and Sophisticated Investors For

Ratify the Past Issuance of 63.74 Million Shares to Professional and Sophisticated Investors

Abstain

30-May-14 Annual Elect Damien Ashley Hannes as Director For Elect Neville Wayne Martin as Director For Approve the Remuneration Report For Approve the Issuance of Up to 671,988 Restricted Share Units to Eric McCrady,

Managing Director of the Company For

Sydney Airport 15-May-14 Annual Elect Ann Sherry as Director For Elect Patrick Gourley as Director For Elect Stephen Ward as Director For Approve the Remuneration Report For Tiger Resources Ltd. 20-May-14 Annual Elect Neil Fearis as Director For Approve the Tiger Resources Limited Performance Rights Plan For Approve the Remuneration Report For Ratify the Past Issuance of 35.59 Million Shares to Mining Company Katanga Trucks sprl For Approve the Issuance of Up to 1.59 Million Performance Rights to Brad Marwood For Approve the Issuance of Up to 604,688 Performance Rights to Stephen Hills For Western Areas Ltd 27-Jun-14 Special Ratify the Past Issuance of 28.13 Million Shares to Institutional, Sophisticated or

Professional Investors For


Page 10 of 10


MEETING TYPE

PROPOSAL VOTE CAST

Westfield Group 29-May-14 Annual Elect Brian M. Schwartz as Director For Elect Frank P. Lowy as Director For Elect Ilana R. Atlas as Director For Elect Steven M. Lowy as Director For Approve the Remuneration Report For 29-May-14 Court Approve the Scheme of Arrangement Between Westfield Holdings and the Holders of Its

Fully Paid Ordinary Shares Against

29-May-14 Special Approve the Capital Conversion Resolution Against Approve the Capital Reduction Against Approve the Westfield America Trust Constitution Amendments Against Approve the Westfield Holdings Constitution Amendments Against Approve the Westfield Trust Constitution Amendments Against Approve the Stapling Deed Resolution Against Approve the Change of Company Name to Scentre Group Limited Against Authorize the Board to Ratify and Execute Approved Resolutions Against Westfield Retail Trust 29-May-14 Annual Elect Andrew Harmos as Director For Approve the Amendments to the Constitution of Westfield Retail Trust 1 Against Approve the Amendments to the Constitution of Westfield Retail Trust 2 Against Approve the Termination of the Corporate Governance Deeds Against Authorize the Board to Ratify and Execute Approved Resolutions Against 20-Jun-14 Special Approve the Amendments to the Constitution of Westfield Retail Trust 1 Against Approve the Amendments to the Constitution of Westfield Retail Trust 2 Against Approve the Termination of the Corporate Governance Deeds Against Authorize the Board to Ratify and Execute Approved Resolutions Against Woodside Petroleum Ltd. 30-Apr-14 Annual Elect David Ian McEvoy as Director For Elect Michael Alfred Chaney as Director For Approve the Amendments to the Company's Constitution For Approve Adoption of Remuneration Report For Approve the Increase in Maximum Aggregate Remuneration of Non-Executive Directors For

Appendix 2 – Resolutions voted on at our 20 largest holdings in international companies over FY 2014


Page 1 of 8

COMPANY NAME COUNTRY MEETING TYPE

PROPOSAL VOTE CAST

Apple Inc. USA Annual Elect Director William Campbell For Elect Director Timothy Cook For Elect Director Millard Drexler For Elect Director Al Gore For Elect Director Robert Iger For Elect Director Andrea Jung For Elect Director Arthur Levinson For Elect Director Ronald Sugar For Adopt Majority Voting for Uncontested Election of Directors For Amend Articles to Eliminate Board Blank Check Authority to Issue Preferred Stock For Establish a Par Value for Common Stock For Ratify Auditors For Advisory Vote to Ratify Named Executive Officers' Compensation For Approve Omnibus Stock Plan For Establish Board Committee on Human Rights Against Report on Trade Associations and Organizations that Promote Sustainability Practices Against Advisory Vote to Increase Capital Repurchase Program Against Proxy Access For ASML Holding NV Netherlands Annual Adopt Financial Statements and Statutory Reports For Approve Discharge of Management Board For Approve Discharge of Supervisory Board For Approve Dividends of EUR 0.61 Per Ordinary Share For Amend Remuneration Policy for Management Board Members For Approve Performance Share Arrangement According to Remuneration Policy For Approve Numbers of Stock Options, Respectively Shares, for Employees For Approve Numbers of Stock Options, Respectively Shares, for Employees For Reelect F.W. Frohlich to Supervisory Board For Elect J.M.C. Stork to Supervisory Board For Approve Remuneration of Supervisory Board For Ratify Deloitte as Auditors For Grant Board Authority to Issue Shares Up To 5 Percent of Issued Capital For Authorize Board to Exclude Preemptive Rights from Issuance under Item 17a For Grant Board Authority to Issue Shares Up To 5 Percent in Case of Takeover/Merger and

Restricting/Excluding Preemptive Rights For

Authorize Board to Exclude Preemptive Rights from Issuance under Item 17c For Authorize Repurchase of Up to 10 Percent of Issued Share Capital For Authorize Additional Repurchase of Up to 10 Percent of Issued Share Capital For Authorize Cancellation of Repurchased Shares For General Electric Company USA Annual Elect Director W. Geoffrey Beattie Against Elect Director John J. Brennan For


Page 2 of 8


PROPOSAL VOTE CAST

Elect Director James I. Cash, Jr. Against Elect Director Francisco D'Souza For Elect Director Marijn E. Dekkers For Elect Director Ann M. Fudge Against Elect Director Susan J. Hockfield For Elect Director Jeffrey R. Immelt Against Elect Director Andrea Jung Against Elect Director Robert W. Lane Against Elect Director Rochelle B. Lazarus Against Elect Director James J. Mulva For Elect Director James E. Rohr For Elect Director Mary L. Schapiro For Elect Director Robert J. Swieringa Against Elect Director James S. Tisch For Elect Director Douglas A. Warner, III Against Advisory Vote to Ratify Named Executive Officers' Compensation Against Ratify Auditors For Provide for Cumulative Voting Against Stock Retention/Holding Period Against Require More Director Nominations Than Open Seats Against Provide Right to Act by Written Consent For Cessation of All Stock Options and Bonuses Against Seek Sale of Company Against Google Inc. USA Annual Elect Director Larry Page For Elect Director Sergey Brin For Elect Director Eric E. Schmidt For Elect Director L. John Doerr For Elect Director Diane B. Greene For Elect Director John L. Hennessy For Elect Director Ann Mather For Elect Director Paul S. Otellini For Elect Director K. Ram Shriram For Elect Director Shirley M. Tilghman For Ratify Auditors For Advisory Vote to Ratify Named Executive Officers' Compensation For Approve Recapitalization Plan for all Stock to Have One-vote per Share Against Report on Lobbying Payments and Policy Against Require a Majority Vote for the Election of Directors Against Adopt Policy and Report on Impact of Tax Strategy Against Require Independent Board Chairman Against


Page 3 of 8


PROPOSAL VOTE CAST

Johnson & Johnson USA Annual Elect Director Mary Sue Coleman Against Elect Director James G. Cullen Against Elect Director Ian E. L. Davis For Elect Director Alex Gorsky Against Elect Director Susan L. Lindquist Against Elect Director Mark B. McClellan For Elect Director Anne M. Mulcahy For Elect Director Leo F. Mullin Against Elect Director William D. Perez For Elect Director Charles Prince For Elect Director A. Eugene Washington For Elect Director Ronald A. Williams For Advisory Vote to Ratify Named Executive Officers' Compensation For Ratify Auditors For Stock Retention/Holding Period For LinkedIn Corporation USA Annual Elect Director Reid Hoffman For Elect Director Stanley J. Meresman Abstain Elect Director David Sze For Ratify Auditors For Approve Executive Incentive Bonus Plan For LVMH Moet Hennessy Louis Vuitton France Annual/Special Approve Financial Statements and Statutory Reports For Approve Consolidated Financial Statements and Statutory Reports For Approve Auditors' Special Report on Related-Party Transactions For Approve Allocation of Income and Dividends of EUR 3.10 per Share For Reelect Delphine Arnault as Director For Reelect Nicolas Bazire as Director For Reelect Antonio Belloni as Director For Reelect Diego Della Valle as Director For Reelect Pierre Gode as Director For Reelect Marie-Josee Kravis as Director For Renew Appointment Paolo Bulgari as Censor For Renew Appointment Patrick Houel as Censor For Renew Appointment Felix G. Rohatyn as Censor For Elect Marie-Laure Sauty de Chalon as Director For Advisory Vote on Compensation of Bernard Arnault Against Advisory Vote on Compensation of Antonio Belloni Against Authorize Repurchase of Up to 10 Percent of Issued Share Capital For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares For Approve Change of Corporate Form to Societas Europaea (SE) For Pursuant to Item Above, Adopt New Bylaws For


Page 4 of 8


PROPOSAL VOTE CAST

Nestle SA Switzerland Annual Accept Financial Statements and Statutory Reports For Approve Remuneration Report (Non-Binding) For Approve Discharge of Board and Senior Management For Approve Allocation of Income and Dividends of CHF 2.15 per Share For Amend Articles Re: Ordinance Against Excessive Remuneration at Listed Companies For Reelect Peter Brabeck-Letmathe as Director For Reelect Paul Bulcke as Director For Reelect Andreas Koopmann as Director For Reelect Rolf Haenggi as Director For Reelect Beat Hess as Director For Reelect Daniel Borel as Director For Reelect Steven Hoch as Director For Reelect Naina Lal Kidwai as Director For Reelect Titia de Lange as Director For Reelect Jean-Pierre Roth as Director For Reelect Ann Veneman as Director For Reelect Henri de Castries as Director For Reelect Eva Cheng as Director For Elect Peter Brabeck-Letmathe as Board Chairman For Appoint Beat Hess as Member of the Compensation Committee For Appoint Daniel Borel as Member of the Compensation Committee For Appoint Andreas Koopmann as Member of the Compensation Committee For Appoint Jean-Pierre Roth as Member of the Compensation Committee For Ratify KMPG SA as Auditors For Designate Hartmann Dreyer as Independent Proxy For NetSuite Inc. USA Annual Elect Director Zachary Nelson For Elect Director Kevin Thompson For Advisory Vote to Ratify Named Executive Officers' Compensation For Ratify Auditors For Pfizer Inc. USA Annual Elect Director Dennis A. Ausiello For Elect Director W. Don Cornwell Against Elect Director Frances D. Fergusson For Elect Director Helen H. Hobbs For Elect Director Constance J. Horner Against Elect Director James M. Kilts Against Elect Director George A. Lorch Against Elect Director Shantanu Narayen For Elect Director Suzanne Nora Johnson Against Elect Director Ian C. Read Against Elect Director Stephen W. Sanger For


Page 5 of 8


PROPOSAL VOTE CAST

Elect Director Marc Tessier-Lavigne Against Ratify Auditors For Advisory Vote to Ratify Named Executive Officers' Compensation For Approve Omnibus Stock Plan Against Require Shareholder Vote to Approve Political Contributions Policy Against Review and Assess Membership of Lobbying Organizations For Provide Right to Act by Written Consent For The Procter & Gamble Company USA Annual Elect Director Angela F. Braly For Elect Director Kenneth I. Chenault For Elect Director Scott D. Cook Against Elect Director Susan Desmond-Hellmann For Elect Director A.G. Lafley Against Elect Director Terry J. Lundgren For Elect Director W. James McNerney, Jr. Against Elect Director Margaret C. Whitman For Elect Director Mary Agnes Wilderotter For Elect Director Patricia A. Woertz For Elect Director Ernesto Zedillo Against Ratify Auditors For Reduce Supermajority Vote Requirement For Approve Non-Employee Director Omnibus Stock Plan Against Advisory Vote to Ratify Named Executive Officers' Compensation Against Reckitt Benckiser Group plc United Kingdom Annual Accept Financial Statements and Statutory Reports For Approve Remuneration Policy For Approve Remuneration Report Against Approve Final Dividend For Re-elect Adrian Bellamy as Director For Re-elect Peter Harf as Director For Re-elect Adrian Hennah as Director For Re-elect Kenneth Hydon as Director For Re-elect Rakesh Kapoor as Director For Re-elect Andre Lacroix as Director For Re-elect Judith Sprieser as Director For Re-elect Warren Tucker as Director For Elect Nicandro Durante as Director For Reappoint PricewaterhouseCoopers LLP as Auditors For Authorise Board to Fix Remuneration of Auditors For Approve EU Political Donations and Expenditure For Authorise Issue of Equity with Pre-emptive Rights For Authorise Issue of Equity without Pre-emptive Rights For


Page 6 of 8


PROPOSAL VOTE CAST

Authorise Market Purchase of Ordinary Shares For Authorise the Company to Call EGM with Two Weeks' Notice For salesforce.com, inc. USA Annual Elect Director Marc Benioff For Elect Director Keith Block For Elect Director Craig Conway For Elect Director Alan Hassenfeld For Elect Director Colin Powell For Elect Director John V. Roos For Elect Director Lawrence Tomlinson For Elect Director Robin Washington For Ratify Auditors For Advisory Vote to Ratify Named Executive Officers' Compensation For Samsung Electronics Co. Ltd. South Korea Annual Approve Financial Statements, Allocation of Income, and Dividend of KRW 13,800 per

Share For

Approve Total Remuneration of Inside Directors and Outside Directors For Tencent Holdings Ltd. Hong Kong Annual Accept Financial Statements and Statutory Reports For Declare Final Dividend For Elect Lau Chi Ping Martin as Director For Elect Charles St Leger Searle as Director For Authorize Board to Fix Directors' Remuneration For Reappoint Auditors and Authorize Board to Fix Their Remuneration For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights For Authorize Repurchase of Up to 10 Percent of Issued Share Capital For Authorize Reissuance of Repurchased Shares For Approve Share Subdivision For Adopt the Option Scheme of Riot Games, Inc. For Amend Existing Memorandum and Articles of Association and Adopt Amended and

Restated Memorandum and Articles of Association of the Company For

The Walt Disney Company USA Annual Elect Director Susan E. Arnold For Elect Director John S. Chen For Elect Director Jack Dorsey For Elect Director Robert A. Iger For Elect Director Fred H. Langhammer For Elect Director Aylwin B. Lewis For Elect Director Monica C. Lozano For Elect Director Robert W. Matschullat For Elect Director Sheryl K. Sandberg For Elect Director Orin C. Smith For Ratify Auditors For Advisory Vote to Ratify Named Executive Officers' Compensation Against


Page 7 of 8


PROPOSAL VOTE CAST

Provide Right to Call Special Meeting For Adopt Proxy Access Right For Pro-rata Vesting of Equity Awards Against United Technologies Corporation USA Annual Elect Director Louis R. Chenevert For Elect Director John V. Faraci For Elect Director Jean-Pierre Garnier For Elect Director Jamie S. Gorelick For Elect Director Edward A. Kangas For Elect Director Ellen J. Kullman For Elect Director Marshall O. Larsen For Elect Director Harold McGraw, III For Elect Director Richard B. Myers For Elect Director H. Patrick Swygert For Elect Director Andre Villeneuve For Elect Director Christine Todd Whitman For Ratify Auditors For Amend Omnibus Stock Plan Against Advisory Vote to Ratify Named Executive Officers' Compensation For UnitedHealth Group Incorporated USA Annual Elect Director William C. Ballard, Jr. Against Elect Director Edson Bueno Against Elect Director Richard T. Burke Against Elect Directo Robert J. Darretta For Elect Director Stephen J. Hemsley For Elect Director Michele J. Hooper For Elect Director Rodger A. Lawson For Elect Director Douglas W. Leatherdale Against Elect Director Glenn M. Renwick For Elect Director Kenneth I. Shine For Elect Director Gail R. Wilensky Against Advisory Vote to Ratify Named Executive Officers' Compensation Against Ratify Auditors For Provide for Cumulative Voting Against Report on Lobbying Payments and Policy For Wal-Mart Stores, Inc. USA Annual Elect Director Aida M. Alvarez For Elect Director James I. Cash, Jr. For Elect Director Roger C. Corbett For Elect Director Pamela J. Craig For Elect Director Douglas N. Daft Against Elect Director Michael T. Duke Against Elect Director Timothy P. Flynn For


Page 8 of 8


PROPOSAL VOTE CAST

Elect Director Marissa A. Mayer Against Elect Director C. Douglas McMillon For Elect Director Gregory B. Penner Against Elect Director Steven S Reinemund For Elect Director Jim C. Walton Against Elect Director S. Robson Walton Against Elect Director Linda S. Wolf Against Ratify Auditors For Advisory Vote to Ratify Named Executive Officers' Compensation For Require Independent Board Chairman For Disclosure of Recoupment Activity from Senior Officers For Report on Lobbying Payments and Policy For

** No ballots were generated at Baidu

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