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Corporate governance

The balance of rights and responsibilities between Hyperion Asset Management’s corporate boards and companies’ shareholders.

Ownership & management structure

Hyperion Asset Management is majority owned by its executives. All executive shareholders are members of the Investment Team. That is, there are no non-investment staff members that own shares in Hyperion.

Hyperion is an investment led firm. We believe that a successful funds management business must be managed by members of the investment team over the long-term because the members of the team are ultimately responsible for producing the returns to clients that are core to Hyperion’s value proposition.

Pinnacle Investment Management Limited, a wholly owned subsidiary of Pinnacle Investment Management Group Limited (an Australian publicly listed investment management firm), provides specialist distribution and business support services to Hyperion. Pinnacle is a large shareholder in Hyperion.

The executive shareholders (via the Managing Director and the Executive Committee) are responsible for the effective running of the business. The Executive Committee members are also members of the Board.

The Hyperion investment team can only invest in Hyperion products, ensuring strong alignment between staff and clients.

Corporate governance at Hyperion

At Hyperion, good corporate governance is important to us.

Our policies and frameworks are regularly updated to remain in line with industry standards. We construct our portfolios to ensure long-term sustainability, which has led to a low carbon footprint and meeting many standards for green investing. Find out more about our policies and frameworks below.

Public Disclosure of Proxy Voting

RECOMMENDATIONS
SECURITY MEETING MEETING DATE ITEM #  ITEM DESCRIPTION MGT HYPERION REASON
KER-FR AGM 22/04/2021 4 Reelect Francois-Henri Pinault as Director  FOR AGAINST As the functions of chairman and CEO are combined, a vote AGAINST the reelection of Francois-Henri Pinault is warranted.
KER-FR AGM 22/04/2021 5 Reelect Jean-Francios Palus as Director  FOR AGAINST The number of outside mandates held by Jean-Francois Palus is in excess of recommended guidelines for executive directors or those in comparable roles. Therefore, his (re)election warrants a vote AGAINST.
ISRG-US AGM 22/04/2021 4 Amend Omnibus Stock Plan FOR AGAINST Based on evaluation of the estimated cost, plan features, and grant practices using the Equity Plan Scorecard (EPSC), a vote AGAINST this proposal is warranted due to the following key factors: The plan cost is excessive; The disclosure of change-in-control ("CIC") vesting treatment is incomplete (or is otherwise considered discretionary); and The plan allows broad discretion to accelerate vesting.
RMS-FR AGM 4/05/2021 5 Approve Auditors special report on related party transactions FOR AGAINST The company failed to provide sufficient information concerning a consulting agreement entered into with Studio des Fleurs as well as transactions with RDAI. It is therefore impossible to ascertain that the continuation of this agreement is in shareholders’ interests;
RMS-FR AGM 4/05/2021 6 Authorize repurchase of up to 10% of issued share capital FOR AGAINST Voted against as the share repurchase program can be continued during a takeover period.
RMS-FR AGM 4/05/2021 7 Approve compensation of Corporate Officers FOR AGAINST Voted against the remuneration report due to the discretionary power to set executives’ remunerations lies in the hands of the general partner, which is the same legal entity as one of the general managers and is controlled by the family of the other general manager, leading to an important conflict of interest
RMS-FR AGM 4/05/2021 8 Approve Compensation of Axel Dumas, GM FOR AGAINST Voted against the remuneration report due to the discretionary power to set executives’ remunerations lies in the hands of the general partner, which is the same legal entity as one of the general managers and is controlled by the family of the other general manager, leading to an important conflict of interest
RMS-FR AGM 4/05/2021 9 Approve Compensation of Emile Hermes SARL, GM FOR AGAINST Voted against the remuneration report due to the discretionary power to set executives’ remunerations lies in the hands of the general partner, which is the same legal entity as one of the general managers and is controlled by the family of the other general manager, leading to an important conflict of interest
RMS-FR AGM 4/05/2021 11 Approve Remuneration Policy of GMs FOR AGAINST Voted against the remuneration report due to the discretionary power to set executives’ remunerations lies in the hands of the general partner, which is the same legal entity as one of the general managers and is controlled by the family of the other general manager, leading to an important conflict of interest
RMS-FR AGM 4/05/2021 13 Reelect Matthieu Dumas as Supervisory Board Member FOR AGAINST Lack of independence at board level
RMS-FR AGM 4/05/2021 14 Reelect Blaise Guerrand as Supervisory Board Member FOR AGAINST Lack of independence at board level
RMS-FR AGM 4/05/2021 15 Reelect Olympia Guerrand as Supervisory Board Member FOR AGAINST Lack of independence at board level
RMS-FR AGM 4/05/2021 19 Authorize issuance of Equity Securities with Premptive rights up to 40% of Issues Share Capital FOR AGAINST Vote against due to the resolutions allowing share issuances during takeover periods.
RMS-FR AGM 4/05/2021 20 Authorize issuance of Equity Securities without Premptive rights up to 40% of Issues Share Capital FOR AGAINST Vote against due to the resolutions allowing share issuances during takeover periods.
RMS-FR AGM 4/05/2021 22 Approve Issuance of Equity Securities of up to 20% of Issued capital per year for private placements FOR AGAINST Vote against due to the resolutions allowing share issuances during takeover periods.
RMS-FR AGM 4/05/2021 23 Authorize capital increase of up to 10% of Issed Capital for contributions in kind FOR AGAINST Vote against due to the resolutions allowing share issuances during takeover periods.
RMS-FR AGM 4/05/2021 24 Delegate powers to the management board to implement spin-off agreements FOR AGAINST Not in shareholders interest to delete power to management board.
RMS-FR AGM 4/05/2021 25 delegate powers to management board to issue shares in connection with item 24 above FOR AGAINST Not in shareholders interest to delete power to management board.
700-HK AGM 20/05/2021 5 Appove issuance of equity or equity linked securities without preemptive rights FOR AGAINST Voted against due to the aggregate share issuance being greater than 10% of the share class and due to no specified discount limit.
700-HK AGM 20/05/2021 7 Authorise reissuance of repurchased shares FOR AGAINST Voted against due to the aggregate share issuance being greater than 10% of the share class and due to no specified discount limit.
700-HK Special AGM 20/05/2021 1 Adopt share option plan of China Literature Limited FOR AGAINST Voted against as performance hurdles and vesting periods have not been disclosed. Additionally when aggregated with other share incentive schemes, the dilution would exceed 5% of China Literature’s issued share capital.
FB-US AGM 26/05/2021 1.2 Elect Director Marc L. Andreessen  FOR WITHHOLD WITHHOLD votes are warranted for incumbent compensation committee members Andrew Houston, Marc Andreessen, and Peter Thiel, in the absence of a say-on-pay proposal on the ballot, due to unmitigated concerns with respect to executive pay.
FB-US AGM 26/05/2021 1.3 Elect Director Andrew W. Houston FOR WITHHOLD WITHHOLD votes are warranted for incumbent compensation committee members Andrew Houston, Marc Andreessen, and Peter Thiel, in the absence of a say-on-pay proposal on the ballot, due to unmitigated concerns with respect to executive pay.
FB-US AGM 26/05/2021   Elect Director Peter A. Thiel FOR WITHHOLD WITHHOLD votes are warranted for incumbent compensation committee members Andrew Houston, Marc Andreessen, and Peter Thiel, in the absence of a say-on-pay proposal on the ballot, due to unmitigated concerns with respect to executive pay.
FB-US AGM 26/05/2021 3 Amend Non-Employee Director Compensation Policy FOR AGAINST A vote AGAINST this proposal is warranted. The company’s rationale falls short of the level of specificity necessary for shareholders to assess the reasonableness of the amendment.
FB-US AGM 26/05/2021 4 Approve Recapitalization Plan for all Stock to Have One-vote per Share AGAINST FOR A vote FOR this proposal is warranted as it would convey to the board nonaffiliated shareholders’ preference for a capital structure in which the levels of economic ownership and voting power are aligned.
FB-US AGM 26/05/2021 6 Report on Online Child Sexual Exploitation AGAINST FOR A vote FOR this proposal is warranted, as additional information on risks related to potential sexual exploitation of children through the company’s platforms would give shareholders more information on how well the company is managing related risks.
FB-US AGM 26/05/2021 8 Report on Platform Misuse AGAINST FOR A vote FOR this proposal is warranted, because an assessment from the board of how to reduce the platform’s amplification of false and divisive information could help provide shareholders with valuable information on how well the company is assessing and mitigating content-related controversies.
AMZN-US AGM 26/05/2021 3 Advisory Vote to Ratify Named Executive Officers’ Compensation FOR AGAINST vote AGAINST this proposal is warranted. While CEO pay is not excessive, compensation for other NEOs includes large grants of time-vesting restricted shares, and incentive programs lack objective performance metrics and quantified goals. Although magnitude concerns are mitigated to a certain degree by the company’s strong performance, the subjective nature of the incentive program is nonetheless problematic.
AMZN-US AGM 26/05/2021 4 Report on Customers’ Use of its Surveillance and Computer Vision Products Capabilities or Cloud Products Contribute to Human Rights Violations AGAINST FOR A vote FOR this proposal is warranted, as an independent report on the company’s process for determining whether customers’ use of its products or services violates human rights would allow shareholders to better gauge how well Amazon is managing human rights related risks.
AMZN-US AGM 26/05/2021 6 Report on Gender/Racial Pay Gap AGAINST FOR A vote FOR this proposal is warranted, as shareholders would benefit from additional information allowing them to better measure the progress of the company’s diversity and inclusion initiatives and its management of related risks.
AMZN-US AGM 26/05/2021 8 Report on the Impacts of Plastic Packaging AGAINST FOR A vote FOR this proposal is warranted, as shareholders would benefit from additional information on how the company is managing risks related to the creation of plastic waste.
AMZN-US AGM 26/05/2021 9 Oversee and Report on a Civil Rights, Equity, Diversity and Inclusion Audit AGAINST FOR A vote FOR this resolution is warranted, as an independent racial equity audit would help shareholders better assess the effectiveness of Amazon’s efforts to address the issue of racial inequality and its management of related risks, particularly in light of recent discrimination lawsuits.
AMZN-US AGM 26/05/2021 10 Adopt a Policy to Include Hourly Employees as Director Candidates AGAINST FOR A vote FOR this proposal is warranted, as the company faces significant controversies related to treatment of its employees.
AMZN-US AGM 26/05/2021 11 Report on Board Oversight of Risks Related to Anti-Competitive Practices AGAINST FOR A vote FOR this proposal is warranted because shareholders would benefit from more robust disclosure of the company’s processes and oversight mechanisms for managing risks related to anticompetitive practices, particularly in light of recent regulatory developments and Amazon’s involvement in related controversies.
AMZN-US AGM 26/05/2021 12 Reduce Ownership Threshold for Shareholders to Call Special Meeting AGAINST FOR A vote FOR this proposal is warranted, as the proposed threshold would enhance shareholders’ right to call a special meeting, while presenting very little risk of abuse in light of the company’s market capitalization and the composition of its shareholder base.
AMZN-US AGM 26/05/2021 13 Report on Lobbying Payments and Policy AGAINST FOR A vote FOR this proposal is warranted, as additional disclosure of the company’s state level lobbying, indirect lobbying-related expenditures and board oversight mechanisms would help shareholders better assess the risks and benefits associated with the company’s participation in the public policy process.
AMZN-US AGM 26/05/2021 14 Report on Potential Human Rights Impacts of Customers’ Use of Rekognition AGAINST FOR A vote FOR this proposal is warranted, as an independent report on the company’s process for determining whether customers’ use of its products or services violates human rights would allow shareholders to better gauge how well Amazon is managing human rights related risks.
GOOGL-US AGM 2/06/2021 1f Elect Director L. John Doerr FOR AGAINST Votes AGAINST Compensation Committee member L. John (John) Doerr is warranted for poor stewardship of the company’s pay programs as evidenced by recurring and significant executive compensation concerns.
GOOGL-US AGM 2/06/2021 1h Elect Director Ann Mather FOR AGAINST A vote AGAINST Ann Mather is warranted for serving as a director on more than five public company boards.
GOOGL-US AGM 2/06/2021 1j Elect Director K. Ram Shiriam  FOR AGAINST Votes AGAINST Compensation Committee member  K. Ram Shriram are warranted for poor stewardship of the company’s pay programs as evidenced by recurring and significant executive compensation concerns.
GOOGL-US AGM 2/06/2021 1k Elect Director Robin L. Washington FOR AGAINST Votes AGAINST Compensation Committee member Robin Washington is warranted for poor stewardship of the company’s pay programs as evidenced by recurring and significant executive compensation concerns.
GOOGL-US AGM 2/06/2021 3 Approve Omnibus Stock Plan FOR AGAINST Based on evaluation of the estimated cost, plan features, and grant practices using the Equity Plan Scorecard (EPSC), a vote AGAINST this proposal is warranted due to the following key factors: The plan cost is excessive; The three-year average burn rate is excessive; The disclosure of change-in-control ("CIC") vesting treatment is incomplete (or is otherwise considered discretionary); The plan permits liberal recycling of shares; The plan allows broad discretion to accelerate vesting.
GOOGL-US AGM 2/06/2021 4 Approve Recapitalization Plan for all Stock to Have One-vote per Share AGAINST FOR A vote FOR this proposal is warranted as it would convey to the board nonaffiliated shareholders’ preference for a capital structure in which the levels of economic ownership and voting power are aligned.
GOOGL-US AGM 2/06/2021 5 Require Independent Director Nominee with Human and/or Civil Rights Experience AGAINST FOR A vote FOR this proposal is warranted because continued controversies call into question the extent to which the existing board provides adequate oversight on risks the company’s technologies present to human and civil rights.
GOOGL-US AGM 2/06/2021 6 Assess Feasibility of Including Sustainability as a Performance Measure for Senior Executive Compensation AGAINST FOR A vote FOR this proposal is warranted because Alphabet’s compensation program mostly lacks performance-based pay elements, and the adoption of this proposal may promote a pay program for executives that is more strongly performance-based.
GOOGL-US AGM 2/06/2021 7 Report on Takedown Requests AGAINST FOR A vote FOR this proposal is warranted, as shareholders would benefit from a better understanding of the constraints the company faces when handling government takedown requests, as well as its management of related risks.
GOOGL-US AGM 2/06/2021 10 Report on Risks Related to Anticompetitive Practices AGAINST FOR A vote FOR this proposal is warranted because shareholders would benefit from more robust disclosure of the company’s processes and oversight mechanisms for managing risks related to anticompetitive practices, particularly in light of recent regulatory developments and Alphabet’s involvement in related controversies.
PYPL-US AGM 26/05/2021 4 Provide Right to Act by Written Consent AGAINST FOR A vote FOR this proposal is warranted given that the ability to act by written consent would enhance shareholder rights.
ROKU-US AGM 10/06/2021 1a Elect Director Ravi Ahuja FOR WITHHOLD WITHHOLD votes are warranted for incumbent director nominees Ravi Ahuja and Rowenna Fyfield given the board’s failure to remove, or subject to a reasonable sunset requirement, the problematic capital structure, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights
ROKU-US AGM 10/06/2021 1b Elect Director Mai Fyfield FOR WITHHOLD WITHHOLD votes are warranted for incumbent director nominees Ravi Ahuja and Rowenna Fyfield given the board’s failure to remove, or subject to a reasonable sunset requirement, the problematic capital structure, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights
ROKU-US AGM 10/06/2021 2 Advisory Vote to Ratify Named Executive Officers’ Compensation FOR AGAINST A vote AGAINST this proposal is warranted. It is typically expected that pay levels normalize following an IPO.
However, although the company completed its IPO in 2017, the CEO’s total pay kept increasing year-over-year, and his base salary and equity awards remained relatively high. Additionally, the committee does not utilize an STI program and long-term incentives are entirely time-vesting, while investors generally expect incentive awards be based on pre-set rigorous performance criteria.
SQ-US AGM 15/06/2021 1.1 Elect Director Randy Garutti FOR WITHHOLD WITHHOLD votes are warranted for director nominees Randy Garutti, Mary Meeker, Lawrence (Larry) Summers, and Darren Walker given the board’s failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
SQ-US AGM 15/06/2021 1.2 Elect Director Mary Meeker FOR WITHHOLD WITHHOLD votes are warranted for director nominees Randy Garutti, Mary Meeker, Lawrence (Larry) Summers, and Darren Walker given the board’s failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
SQ-US AGM 15/06/2021 1.3 Elect Director Lawrence Summers FOR WITHHOLD WITHHOLD votes are warranted for director nominees Randy Garutti, Mary Meeker, Lawrence (Larry) Summers, and Darren Walker given the board’s failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
SQ-US AGM 15/06/2021 1.4 Elect Director Darren Walker FOR WITHHOLD WITHHOLD votes are warranted for director nominees Randy Garutti, Mary Meeker, Lawrence (Larry) Summers, and Darren Walker given the board’s failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
SQ-US AGM 15/06/2021 2 Advisory Vote to Ratify Named Executive Officers’ Compensation FOR AGAINST A vote AGAINST this proposal is warranted, as the acceleration of NEO Reses’ equity upon voluntary termination is a problematic pay practice.
SQ-US AGM 15/06/2021 5 Approve Recapitalization Plan for all Stock to Have One-vote per Share FOR AGAINST A vote FOR this proposal is warranted as it would convey to the board nonaffiliated shareholders’ preference for a capital structure in which the levels of economic ownership and voting power are aligned.
ABNB AGM 22/06/2021 1.1 Elect Director Angela Ahrendts FOR WITHHOLD WITHHOLD votes are warranted for Brian Chesky, Kenneth (Ken) Chenault, and Angela Ahrendts given the board’s failure to remove, or subject to a reasonable sunset requirement, the multi-class capital structure, the classified board, and the supermajority vote requirement to enact certain changes to the governing documents, each of which adversely impacts shareholder rights.
ABNB AGM 22/06/2021 1.2 Elect Director Brian Chesky  FOR WITHHOLD WITHHOLD votes are warranted for Brian Chesky, Kenneth (Ken) Chenault, and Angela Ahrendts given the board’s failure to remove, or subject to a reasonable sunset requirement, the multi-class capital structure, the classified board, and the supermajority vote requirement to enact certain changes to the governing documents, each of which adversely impacts shareholder rights.
ABNB AGM 22/06/2021 1.3 Elect Director Kenneth Chenault  FOR WITHHOLD WITHHOLD votes are warranted for Brian Chesky, Kenneth (Ken) Chenault, and Angela Ahrendts given the board’s failure to remove, or subject to a reasonable sunset requirement, the multi-class capital structure, the classified board, and the supermajority vote requirement to enact certain changes to the governing documents, each of which adversely impacts shareholder rights.
ABNB AGM 22/06/2021 3 Advisory Vote to Ratify Named Executive Officers’ Compensation FOR AGAINST A vote AGAINST this proposal is warranted. Concerns regarding the large time-vesting equity awards are mitigated, as the awards were primarily made in connection with the company’s recent IPO. Additionally, although the STI program was modified due to the pandemic, the actual payouts were well below the original targets.
MA-US AGM 23/06/2021 2 Advisory Vote to Ratify Named Executive Officers’ Compensation FOR AGAINST A vote AGAINST this proposal is warranted given significant concerns regarding COVID-related compensation adjustments. Performance goals were adjusted for the annual incentive and the 2018 closing-cycle performance shares. Both awards would have been originally earned below target, but the modifications resulted in target payouts.
V-US AGM 26/1/21 6 Provide Right to Act by Written Consent AGAINST FOR A vote FOR this proposal is warranted given that the ability to act by written consent would enhance shareholder rights.
TNE-AU AGM 23/2/21 3 Approve remuneration report FOR AGAINST The Board has used discretion to adjust previously set LTI hurdles due to the impact from COVID-19. We have voted against the remuneration report on this basis. Setting a precent of Boards’ adjusting pre set LTI hurdles is unwanted. Additionally, TNE should stand to benefit from COVID in future periods with the shift to digital transformation. TNE provided no adjustments or quantification of how they used COVID-19 to lower the LTIs.
RACE-IT AGM 15/4/21 3.i Reelect Adam Keswick as Non-Executive Director FOR AGAINST A vote AGAINST nominee Adam Keswick is warranted as the nominee are considered to be overboarded.
RACE-IT AGM 15/4/21 5.3 Grant Board Authority to Issue Special Voting Shares FOR AGAINST A vote AGAINST is warranted because this proposal would accommodate the existence of the loyalty voting structure and deviates from the one-share-one-vote principle, because loyal shareholders get an additional loyalty share that has one vote.
SPOT-US AGM 21/4/21 6  Approve Remuneration of Directors FOR AGAINST A vote AGAINST this item is warranted because the board proposes to potentially (“Choice Model”) introduce
stock options in the remuneration of non-executive board members which is considered inappropriate. 
MC-FR AGM 15/4/21 4 Approve Auditors’ Special Report on Related-Party Transactions FOR AGAINST The Company failed to provide enough information with respect to the transaction with Agache, important shareholder. It is therefore impossible to ascertain that the continuation of this agreement is in shareholders’ interests.
MC-FR AGM 15/4/21 5 Reelect Antonio Belloni as Director FOR AGAINST Votes AGAINST the (re)elections of these non-independent nominees are warranted given the lack of
independence at the board level (including all board members: 41.2 percent vs 33.3 percent recommended; 
MC-FR AGM 15/4/21 6 Reelect Nicolas Bazire as Director  FOR AGAINST Votes AGAINST the (re)elections of these non-independent nominees are warranted given the lack of
independence at the board level (including all board members: 41.2 percent vs 33.3 percent recommended; 
MC-FR AGM 15/4/21 7 Reelect Charles de Croisset as Director  FOR AGAINST Votes AGAINST the (re)elections of these non-independent nominees are warranted given the lack of
independence at the board level (including all board members: 41.2 percent vs 33.3 percent recommended; 
MC-FR AGM 15/4/21 11 Approve Amendments of Remuneration Policies for FY 2020 FOR AGAINST A vote AGAINST the amendment to the 2020 executive directors’ remuneration policy is warranted because of the potential misalignment between performance and payout resulting from the amended LTIP structure
MC-FR AGM 15/4/21 12 Approve Compensation of Corporate Officers FOR AGAINST A vote AGAINST this remuneration report is warranted in regard of the high level of dissent recorded at last year AGM and the lack of response from the company and the limited perimeter used for the pay ratio.
MC-FR AGM 15/4/21 13 . Approve Compensation of Bernard Arnault, Chairman and CEO FOR AGAINST A vote AGAINST this remuneration report is warranted because of the lack of disclosure on the level of achievement of the performance conditions of the LTIP that vested this year. Furthermore, the performance criteria of the LTI granted do not seem particularly challenging. 
MC-FR AGM 15/4/21 14 Approve Compensation of Antonio Belloni, Vice-CEO FOR AGAINST A vote AGAINST this remuneration report is warranted because of the lack of disclosure on the level of achievement of the performance conditions of the LTIP that vested this year. Furthermore, the performance criteria of the LTI granted do not seem particularly challenging. 
MC-FR AGM 15/4/21 16 Approve Remuneration Policy of the Chairman and CEO and the Vice-CEO FOR AGAINST Votes AGAINST these remuneration policies are warranted because: The Company does not disclose the targets of the annual bonus; The nature of the LTIP criteria, the vesting scales and the performance period are not disclosed; Post-mandate vesting of LTI grant is not explicitly excluded; The derogation policy of the board is deemed too broad; and The cap on the exceptional remuneration is not disclosed.
MC-FR AGM 15/4/21 17 Approve Remuneration Policy of the Vice-CEO FOR AGAINST Votes AGAINST these remuneration policies are warranted because: The Company does not disclose the targets of the annual bonus; The nature of the LTIP criteria, the vesting scales and the performance period are not disclosed; Post-mandate vesting of LTI grant is not explicitly excluded; The derogation policy of the board is deemed too broad; and The cap on the exceptional remuneration is not disclosed.
MC-FR AGM 15/4/21 22  Authorize Issuance of Equity  FOR AGAINST Votes AGAINST the authorizations under Items 22-25 are warranted because they do not respect the recommended 10-percent guidelines for issuances without preemptive rights.
MC-FR AGM 15/4/21 23  Authorize Issuance of Equity  FOR AGAINST Votes AGAINST the authorizations under Items 22-25 are warranted because they do not respect the recommended 10-percent guidelines for issuances without preemptive rights.
MC-FR AGM 15/4/21 24  Authorize Issuance of Equity  FOR AGAINST Votes AGAINST the authorizations under Items 22-25 are warranted because they do not respect the recommended 10-percent guidelines for issuances without preemptive rights.
MC-FR AGM 15/4/21 25  Authorize Issuance of Equity  FOR AGAINST Votes AGAINST the authorizations under Items 22-25 are warranted because they do not respect the recommended 10-percent guidelines for issuances without preemptive rights.
MC-FR AGM 15/4/21 27 Authorize up to 1 Percent of Issued Capital for Use in Stock Option Plans FOR AGAINST A vote AGAINST this resolution is warranted because: No information is available on the existence of performance conditions; The vesting period is not disclosed; and The performance period is not disclosed.

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