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mBank S.A.

Proxy Solicitation & Information Statement Mar 1, 2025

5702_rns_2025-03-01_6e156ae4-be4c-4188-b7ab-ef3a6ea9e6cc.pdf

Proxy Solicitation & Information Statement

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FORM FOR EXECUTING VOTING RIGHTS THROUGH A PROXY DURING THE ORDINARY GENERAL MEETING OF mBank S.A. WITH ITS SEAT IN WARSAW, CALLED FOR 27 MARCH 2025

I / We, the undersigned

…………………………………… ……………………………………

(name and surname) (name and surname)

…………………………………… ……………………………………

(name and surname) (name and surname)

…………………………………… …………………………………… (phone number and e-mail address) (phone number and e-mail address)

acting for and on behalf of …………………………………………………………………….. with its seat in …………………………… (the "Shareholder"), having ……….. registered / bearer shares1 of the company called mBank S.A. with its seat in Warsaw

we hereby authorise

………………………………….... (name and surname)

…………………………………… (phone number and e-mail address)

holding the identity card / passport2 number ………………………. (the "Proxy")

to represent the Shareholder at the Ordinary General Meeting of the company called mBank S.A. with its seat in Warsaw, called for 27 March 2025, 14:00 hours, in the registered seat of the Bank in Warsaw, at Prosta 18 Street ("OGM"), also in a situation where a break in a meeting of the OGM is announced, particularly to: participate and express opinions during the OGM, sign the attendance list, vote on behalf of the Shareholder as well as to any other actions related to the meeting of the OGM.

The proxy is / not3 authorised to grant further power-of-attorney.

…………………………………… …………………………………… (signature) (signature)

(place / country, date) (place / country, date)

…………………………………… ……………………………………

1 delete where necessary

2 delete where necessary

3 delete where necessary

COMMENTARY

Instruction is given by putting "X" in the appropriate column. In a situation where the Shareholder authorises the Proxy to vote differently from part of its shares, in the column "Instruction" relating to the appropriate resolution, the Shareholder should indicate a number of shares from which the Proxy should vote "For", "Against", abstain from voting or vote at the Proxy's sole discretion. In a situation where the number of shares s not given, it shall be assumed that the Proxy is authorised to vote in the manner indicated for all the shares held by the Shareholder.

Due to the possibility of discrepancies between the content of draft resolutions presented below and the content of resolutions presented to the Ordinary General Meeting, it is recommended that in the column "Other" the Shareholder defines the manner of voting by the Proxy in such situation.

This form is not intended to verify the manner of voting of the Proxy, does not substitute the power-of-attorney granted by the Proxy, and it is not obligatory to use it.

Information on personal data processing

  1. mBank S.A., Prosta 18, 00-850 Warszawa, entered in the commercial register of the National Court Register kept by the District Court for the Capital City of Warsaw, 13th, Commercial Division, under KRS 0000025237, Tax Identification Number (NIP): 526-021-50-88, with its fully paid-up share capital amounting to 169,987,892 as at 1 January 2025 ("the Bank") acts as the personal data controller of the Shareholder and the Shareholder's representatives.

  2. The Bank processes personal data of the Shareholder and the Shareholder's representatives in order to comply with legal obligations to which the Bank is subject (regarding organizing and holding the General Shareholders Meeting ) and for the purposes of the legitimate interests of the Bank (for evidential purposes – safeguarding information in case of a legal necessity to prove facts). The provision of personal data is necessary to participate in the General Shareholders Meeting.

  3. The following data regarding Shareholders entitled from bearer shares: first name and surname or business name, registered office (address of residence), number, type and code of shares registered in order to participate in the General Shareholders Meeting is being acquired from the entity keeping the securities deposit (Krajowy Depozyt Papierów Wartościowych S.A.) - in accordance with the regulations on trading in financial instruments and Code of Commercial Companies.

  4. The Bank processes personal data of the Shareholder and the Shareholder's representatives for a period necessary to perform the legal obligations to which the Bank is subject or to fulfill the purposes of the legitimate interests of the Bank and for the period being the prescription period for potential claims.

  5. The Shareholder and the Shareholder's representatives:

1/ have the right to access and correct their data, as well as to transfer them; and

2/ may demand that the data be erased or that their processing be restricted, or may object to their processing. 6. The function of the Personal Data Protection Officer is held by a Bank employee who may be contacted at the following e-mail address: [email protected].

  1. The President of the Personal Data Protection Office acts as the supervisory authority in terms of personal data protection and the Customer and the Customer's representatives have the right to lodge a complaint to the President of the Personal Data Protection Office.

  2. Data, including personal data, of the Shareholder and the Shareholder's representatives, may be disclosed to entities entrusted by the Bank with data processing for the purpose of the performance of agreements on rendering services for the benefit of the Bank and other recipients authorized to receive personal data according to binding provisions of law.

PROPOSED DRAFT RESOLUTIONS

Resolution No. 1 of XXXVIII Ordinary General Meeting of mBank S.A. dated 27 March 2025 Draft

Re.: Approval of the Management Board Report on Performance of mBank S.A. Group in 2024 (including Management Board Report on Performance of mBank S.A.)

Pursuant to § 11 letter a) of the By-laws of mBank S.A., it is resolved as follows:

§ 1

The Management Board Report on Performance of mBank S.A. Group in 2024 (including Management Board Report on Performance of mBank S.A.) for the period between 1 January 2024 and 31 December 2024, is approved.

§ 2

Re.: Approval of the Financial Statements of mBank S.A. for 2024

Pursuant to § 11 letter a) of the By-laws of mBank S.A., it is resolved as follows:

§ 1

The audited Financial Statements of mBank S.A. for the year 2024 comprising of:

  • a) Income Statement for the period from 1 January to 31 December 2024 showing a net profit of PLN 2 235 675 thousand,
  • b) Statement of Comprehensive Income for the period from 1 January to 31 December 2024 showing a total comprehensive net income of PLN 2 586 485 thousand,
  • c) Statement of Financial Position as at 31 December 2024 showing total assets and total liabilities & equity of PLN 242 268 385 thousand,
  • d) Statement of Changes in Equity for the period from 1 January to 31 December 2024 showing an increase of equity by PLN 4 100 805 thousand,
  • e) Statement of Cash Flows for the period from 1 January to 31 December 2024 showing a net decrease in cash and cash equivalents by PLN 42 425 thousand,
  • f) Explanatory notes to the Financial Statements.

are approved.

§ 2

Resolution No. 3 of XXXVIII Ordinary General Meeting of mBank S.A. dated 27 March 2025 Draft

Re.: Division of the 2024 net profit

Pursuant to § 11 letter b) of the By-laws of mBank S.A., it is resolved as follows:

§ 1

The net profit earned by mBank S.A. in 2024, amounting to PLN 2 235 675 201.87 is to be left undistributed.

§ 2

This Resolution shall come into force on the date of its adoption.

Resolution No. 4 of XXXVIII Ordinary General Meeting of mBank S.A. dated 27 March 2025 Draft

Re.: Division of the undivided profits from previous years

Pursuant to § 11 letter b) of the By-laws of mBank S.A., it is resolved as follows:

§ 1

The General Meeting of Shareholders of mBank S.A. decides not to perform the division of the undivided profits from previous years, amounting to PLN 1 401 756 971.49.

§ 2

This Resolution shall come into force on the date of its adoption.

Resolution No. 5 of XXXVIII Ordinary General Meeting of mBank S.A. dated 27 March 2025 Draft

Re.: Vote of discharge of duties for a Member of the Management Board of mBank S.A.

Pursuant to § 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

§ 1

Mr. Cezary Kocik, President of the Management Board of the Bank, is given the vote of discharge of his duties for the financial year 2024.

§ 2

Resolution No. 6 of XXXVIII Ordinary General Meeting of mBank S.A. dated 27 March 2025 Draft

Re.: Vote of discharge of duties for a Member of the Management Board of mBank S.A.

Pursuant to § 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

§ 1

Mr. Krzysztof Bratos, Vice-President of the Management Board of the Bank, is given the vote of discharge of his duties for the financial year 2024, for the period from 26 July 2024 until 31 December 2024.

§ 2

Resolution No. 7 of XXXVIII Ordinary General Meeting of mBank S.A. dated 27 March 2025 Draft

Re.: Vote of discharge of duties for a Member of the Management Board of mBank S.A.

Pursuant to § 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

§ 1

Mr. Adam Pers, Vice-President of the Management Board of the Bank, is given the vote of discharge of his duties for the financial year 2024.

§ 2

Resolution No. 8 of XXXVIII Ordinary General Meeting of mBank S.A. dated 27 March 2025 Draft

Re.: Vote of discharge of duties for a Member of the Management Board of mBank S.A.

Pursuant to § 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

§ 1

Mr. Krzysztof Dąbrowski, Vice-President of the Management Board of the Bank, is given the vote of discharge of his duties for the financial year 2024.

§ 2

Resolution No. 9 of XXXVIII Ordinary General Meeting of mBank S.A. dated 27 March 2025 Draft

Re.: Vote of discharge of duties for a Member of the Management Board of mBank S.A.

Pursuant to § 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

§ 1

Mr. Marek Lusztyn, Vice-President of the Management Board of the Bank, is given the vote of discharge of his duties for the financial year 2024.

§ 2

Resolution No. 10 of XXXVIII Ordinary General Meeting of mBank S.A. dated 27 March 2025 Draft

Re.: Vote of discharge of duties for a Member of the Management Board of mBank S.A.

Pursuant to § 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

§ 1

Mrs. Julia Nusser, Vice-President of the Management Board of the Bank, is given the vote of discharge of her duties for the financial year 2024.

§ 2

Resolution No. 11 of XXXVIII Ordinary General Meeting of mBank S.A. dated 27 March 2025 Draft

Re.: Vote of discharge of duties for a Member of the Management Board of mBank S.A.

Pursuant to § 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

§ 1

Mr. Pascal Ruhland, Vice-President of the Management Board of the Bank, is given the vote of discharge of his duties for the financial year 2024.

§ 2

Resolution No. 12 of XXXVIII Ordinary General Meeting of mBank S.A. dated 27 March 2025 Draft

Re.: Vote of discharge of duties for a Member of the Management Board of mBank S.A.

Pursuant to § 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

§ 1

Mr. Cezary Stypułkowski, President of the Management Board of the Bank until 4 July 2024, is given the vote of discharge of his duties for the financial year 2024, for the period from 1 January until 4 July 2024.

§ 2

Resolution No. 13 of XXXVIII Ordinary General Meeting of mBank S.A. dated 27 March 2025 Draft

Re.: Approval of election to the Supervisory Board, on the basis of § 19 section 3 of the By-laws of mBank S.A.

Pursuant to § 19 item 3 of the By-laws of mBank S.A., it is resolved as follows:

§1

    1. In relation to resignation of Mrs. Bettina Orlopp from the post of a Member of the Supervisory Board of mBank S.A., effective as of the end of 27 February 2025, the General Meeting of mBank S.A. approves the election on 28 February 2025 of Mr. Carsten Schmitt for the post of a Member of the Supervisory Board for the period starting from 28 February 2025.
    1. The General Meeting judges that Mr. Carsten Schmitt possesses necessary knowledge, skills and experience required to fulfil the duties of a Member of the Supervisory Board and guarantees the proper fulfilment of these duties.

§ 2

Resolution No. 14 of XXXVIII Ordinary General Meeting of mBank S.A. dated 27 March 2025 Draft

Re.: Vote of discharge of duties for a Member of the Supervisory Board of mBank S.A.

Pursuant to § 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

§ 1

Mrs. Agnieszka Słomka-Gołębiowska, Chairperson of the Supervisory Board, is given the vote of discharge of her duties for the financial year 2024.

§ 2

Resolution No. 15 of XXXVIII Ordinary General Meeting of mBank S.A. dated 27 March 2025 Draft

Re.: Vote of discharge of duties for a Member of the Supervisory Board of mBank S.A.

Pursuant to § 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

§ 1

Mrs. Bettina Orlopp, Member of the Supervisory Board until 27 February 2025, is given the vote of discharge of her duties for the financial year 2024.

§ 2

Resolution No. 16 of XXXVIII Ordinary General Meeting of mBank S.A. dated 27 March 2025 Draft

Re.: Vote of discharge of duties for a Member of the Supervisory Board of mBank S.A.

Pursuant to § 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

§ 1

Mr. Bernhard Spalt, Deputy Chairman of the Supervisory Board, is given the vote of discharge of his duties for the financial year 2024.

§ 2

Resolution No. 17 of XXXVIII Ordinary General Meeting of mBank S.A. dated 27 March 2025 Draft

Re.: Vote of discharge of duties for a Member of the Supervisory Board of mBank S.A.

Pursuant to § 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

§ 1

Mr. Tomasz Bieske, Member of the Supervisory Board, is given the vote of discharge of his duties for the financial year 2024.

§ 2

Resolution No. 18 of XXXVIII Ordinary General Meeting of mBank S.A. dated 27 March 2025 Draft

Re.: Vote of discharge of duties for a Member of the Supervisory Board of mBank S.A.

Pursuant to § 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

§ 1

Mr. Mirosław Godlewski, Member of the Supervisory Board of the Bank, is given the vote of discharge of his duties for the financial year 2024.

§ 2

Resolution No. 19 of XXXVIII Ordinary General Meeting of mBank S.A. dated 27 March 2025 Draft

Re.: Vote of discharge of duties for a Member of the Supervisory Board of mBank S.A.

Pursuant to § 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

§ 1

Mrs. Aleksandra Gren, Member of the Supervisory Board of the Bank, is given the vote of discharge of her duties for the financial year 2024.

§ 2

Resolution No. 20 of XXXVIII Ordinary General Meeting of mBank S.A. dated 27 March 2025 Draft

Re.: Vote of discharge of duties for a Member of the Supervisory Board of mBank S.A.

Pursuant to § 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

§ 1

Mr. Thomas Schaufler, Member of the Supervisory Board of the Bank, is given the vote of discharge of his duties for the financial year 2024.

§ 2

Resolution No. 21 of XXXVIII Ordinary General Meeting of mBank S.A. dated 27 March 2025 Draft

Re.: Vote of discharge of duties for a Member of the Supervisory Board of mBank S.A.

Pursuant to § 11 letter c) of the By-laws of mBank S.A., it is resolved as follows:

§ 1

Mr. Hans-Georg Beyer, Member of the Supervisory Board of the Bank, is given the vote of discharge of his duties for the financial year 2024.

§ 2

Resolution No. 22 of XXXVIII Ordinary General Meeting of mBank S.A. dated 27 March 2025 Draft

Re.: Approval of the Consolidated Financial Statements of mBank Group for 2024

Pursuant to § 11 letter a) of the By-laws of mBank S.A., it is resolved as follows:

§ 1

The audited consolidated financial statements of the mBank Group for the year 2024 comprising of:

  • a) Consolidated Income Statement for the period from 1 January to 31 December 2024 showing a net profit of PLN 2 243 368 thousand,
  • b) Consolidated Statement of Comprehensive Income for the period from 1 January to 31 December 2024 showing a total comprehensive net income of PLN 2 517 610 thousand,
  • c) Consolidated Statement of Financial Position as at 31 December 2024 showing total assets and total liabilities & equity of PLN 245 957 363 thousand,
  • d) Consolidated Statement of Changes in Equity for the period from 1 January to 31 December 2024 showing an increase of equity by PLN 4 029 768 thousand,
  • e) Consolidated Statement of Cash Flows for the period from 1 January to 31 December 2024 showing a net decrease in cash and cash equivalents by PLN 23 962 thousand,
  • f) Explanatory notes to the Consolidated Financial Statements.

are approved.

§ 2

Re.: Amendments to the By-laws of mBank S.A.

Pursuant to § 11 letter e) of the By-laws of mBank S.A., it is resolved as follows:

§ 1 The following amendments are made to the By-laws of the Bank:

1. § 8 item 2 is amended to read as follows:

"2. The organizational structure of the Bank shall be set by the Board of Management in the Organizational Rules subject to § 22 section 1 letter b) hereof."

2. From § 11 item 1 letter n) is deleted in the following wording:

"n) election of an entity qualified to audit financial statements of the Bank"

3. In § 22 item 1 letters s) and t) are added in the following wording:

"s) selection of an audit firm to audit the financial statements of the Bank and the consolidated financial statements of the Bank's capital group,

t) selection of an audit firm to attest sustainability reporting of the Bank and the Bank's capital group."

4. In § 31 item 1 is amended to read as follows:

"1. The annual balance sheet and profit and loss account are audited by a certified auditing firm, elected by the Supervisory Board."

5. § 34 is changed and it reads as follows:

"The share capital amounts to PLN 169,987,892 (one hundred sixty nine million nine hundred eighty seven thousand eight hundred ninety two) and is divided into 42,496,973 (forty two million four hundred ninety six thousand nine hundred seventy three) registered and bearer shares with a nominal value of PLN 4 (four) per share."

6. § 47 is changed and it reads as follows:

"Before the annual general meeting, the Bank makes available to shareholders: the annual financial report, the Management Board's report, the Supervisory Board's report, the report on the audit of the financial statements and the report on the certification of sustainable development reporting, in accordance with the provisions applicable in this regard."

§ 2

On the basis of Article 430(5) of the Code of Commercial Companies, the Supervisory Board of the Bank is hereby authorized to determine the consolidated text of the amended By-laws of the Bank.

§ 3

The Resolution comes into force on the day of its adoption with effect as of the date of registration of the amendments to the By-laws of the Bank into the register of entrepreneurs of the National Court Register, according to Article 430(1) of the Code of Commercial Companies.

Resolution No. 24 of XXXVIII Ordinary General Meeting of mBank S.A. dated 27 March 2025 Draft

Re.: Stance of shareholders of mBank S.A. concerning appraisal of functioning of remuneration policy regarding members of the Management Board and persons holding key positions at mBank S.A.

Pursuant to § 28 section 4 of the Corporate Governance Principles for Supervised Institutions adopted in Resolution No. 218/2014 of the Polish Financial Supervision Authority of 22 July 2014, it is resolved as follows:

§ 1

Upon considering the assessment of functioning of the remuneration policy at mBank S.A. in 2024 presented by the Supervisory Board of mBank S.A. included in the Report of the Supervisory Board of mBank S.A. on its activities in 2024, the General Meeting of mBank S.A. judges that the remuneration policy regarding members of the Management Board and persons holding key positions at mBank S.A. contributes to the development and security of the operations of the Bank.

§ 2

Resolution No. 25 of XXXVIII Ordinary General Meeting of mBank S.A. dated 27 March 2025 Draft

Re.: Approval of the "Policy for the assessment of qualifications (suitability), appointment and dismissal of members of the bank's body at mBank S.A."

Pursuant to the "Guidelines of the European Banking Authority and the European Securities and Markets Authority on the assessment of the suitability of members of the management body and key function holders" (EBA/GL/2021/06) and Recommendation Z of the Polish Financial Supervision Authority regarding rules for corporate governance in banks, it is resolved as follows:

§1

The General Meeting of Shareholders of mBank S.A. approves amended wording of the "Policy for the assessment of qualifications (suitability), appointment and dismissal of members of the bank's body at mBank S.A." (the Policy), in the wording announced in accordance with generally applicable provisions of law.

§ 2

The General Meeting of Shareholders of mBank S.A. authorises the Supervisory Board of mBank S.A. to perform any necessary changes to the content of the Policy, in the period between the day of closing the assembly of the General Meeting of Shareholders of mBank S.A. until the day of the next General Meeting of Shareholders of mBank S.A. and to determine the minimum assessment levels for individual suitability criteria in relation to the Supervisory Board, in accordance with applicable legal and regulatory requirements and the provisions of the Policy.

§ 3

Resolution No. 26 of XXXVIII Ordinary General Meeting of mBank S.A. dated 27 March 2025 Draft

Re.: Assessment of suitability of members of the Supervisory Board and assessment of adequacy of internal regulations of mBank S.A. regarding functioning of the Supervisory Board and its effectiveness

In accordance with the "Methodology for assessing the suitability of members of governing bodies of banks, units managing protection systems, insurance companies, reinsurance companies, pension companies", issued by the Authority of the Financial Supervision Commission, as well as on the basis of recommendation 8.9 of the Recommendation Z of the Polish Financial Supervision Authority regarding rules for corporate governance in banks, it is resolved as follows:

§1

The General Meeting of Shareholders of mBank S.A. assesses that in the period between the closing of the last General Meeting of Shareholders of mBank S.A., that is from 27 March 2024 until the day this resolution is adopted, members of the Supervisory Board of mBank S.A. in the composition:

Mrs. Agnieszka Słomka-Gołębiowska, Chairperson of the Supervisory Board;

Mr. Bernhard Spalt, Deputy-Chairman of the Supervisory Board;

Mr. Tomasz Bieske, Member of the Supervisory Board;

Mr. Mirosław Godlewski, Member of the Supervisory Board;

Mrs. Aleksandra Gren, Member of the Supervisory Board;

Mr. Hans-Georg Beyer, Member of the Supervisory Board;

Mr. Thomas Schaufler, Member of the Supervisory Board; and

Mr. Carsten Schmitt, Member of the Supervisory Board performing functions from 28 February 2025;

each of them have met the individual criteria of suitability of a member of the Supervisory Board.

§ 2

The General Meeting of Shareholders of mBank S.A. assesses that in the period between the closing of the last General Meeting of Shareholders of mBank S.A., that is from 27 March 2024 until the day this resolution is adopted, the Supervisory Board of mBank S.A. has met the collective criteria of suitability.

§ 3

On the basis of the self-assessment of the Supervisory Board included in the Resolution of the Supervisory Board of mBank S.A. dated 28 February 2025, announced in accordance with generally binding provisions of law, the General Meeting of Shareholders of mBank S.A., evaluates positively the adequacy of internal regulations of mBank S.A. regarding functioning of the Supervisory Board, that is the By-laws, the Rules of the Supervisory Board of mBank S.A., the rules of the committees of the Supervisory Board, "Policy for the assessment of qualifications (suitability), appointment and dismissal of members of the bank's body at mBank S.A." and the Remunerations Policy for Members of the Management Board and Supervisory Board of mBank S.A., as well as the effectiveness of operation of the Supervisory Board.

§ 4

Resolution No. 27 of XXXVIII Ordinary General Meeting of mBank S.A. dated 27 March 2025 Draft

Re.: Opinion of the General Meeting of mBank S.A. on Report on remuneration of Members of Management Board and Supervisory Board of mBank S.A.

On the basis of Article 90g. 6 of the Act of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organised trading, and on public companies ("the Act") and art. 395 § 2[1] of the Code of Commercial Companies, it is hereby resolved as follows:

§ 1

  1. General Meeting of mBank S.A., after familiarizing itself with the Report on remuneration of Members of Management Board and Supervisory Board prepared by the Supervisory Board of mBank S.A. for 2024 on the basis of Article 90g of the Act (Report) and assessed by a statutory auditor - KPMG Audyt spółka z ograniczoną odpowiedzialnością spółka komandytowa, expresses a positive opinion regarding the Report.

  2. General Meeting of mBank S.A. does not submit comments to the Report.

§ 2

VOTING INSTRUCTIONS

SHAREHOLDER ……………………………………………..

(NAME AND SURNAME)

PROXY …………………………………………….. (NAME AND SURNAME)

RESOLUTION NO 1

 FOR  AGAINST
 RAISING AN
OBJECTION
 ABSTAIN FROM
VOTING
 AT THE PROXY'S SOLE
DISCRETION
Number of shares Number of shares Number of shares Number of shares
………………
………………
 OTHER
……………… ………………

*** RESOLUTION NO 2

 FOR  AGAINST  ABSTAIN FROM  AT THE PROXY'S SOLE
 RAISING AN
OBJECTION
VOTING DISCRETION
Number of shares
Number of shares Number of shares Number of shares ………………
……………… ……………… ………………
 OTHER

*** RESOLUTION NO 3

 FOR  AGAINST  ABSTAIN FROM  AT THE PROXY'S SOLE
 RAISING AN VOTING DISCRETION
OBJECTION
Number of shares
Number of shares Number of shares Number of shares ………………
……………… ……………… ………………
 OTHER
 FOR  AGAINST
 RAISING AN
 ABSTAIN FROM  AT THE PROXY'S SOLE
VOTING DISCRETION
OBJECTION
Number of shares
Number of shares Number of shares Number of shares ………………
……………… ……………… ………………
 OTHER

*** RESOLUTION NO 5

 FOR  AGAINST  ABSTAIN FROM  AT THE PROXY'S SOLE
 RAISING AN VOTING DISCRETION
Number of shares
………………
OBJECTION
Number of shares
………………
Number of shares
………………
Number of shares
………………
 OTHER
 FOR  AGAINST  ABSTAIN FROM  AT THE PROXY'S SOLE
 RAISING AN VOTING DISCRETION
OBJECTION
Number of shares
Number of shares Number of shares Number of shares ………………
……………… ……………… ………………
 OTHER

*** RESOLUTION NO 7

 FOR  AGAINST  ABSTAIN FROM  AT THE PROXY'S SOLE
 RAISING AN VOTING DISCRETION
OBJECTION
Number of shares
Number of shares Number of shares Number of shares ………………
……………… ……………… ………………
 OTHER

*** RESOLUTION NO 8

 FOR  AGAINST  ABSTAIN FROM  AT THE PROXY'S SOLE
 RAISING AN VOTING DISCRETION
OBJECTION
Number of shares
Number of shares Number of shares Number of shares ………………
……………… ……………… ………………
 OTHER
 FOR  AGAINST  ABSTAIN FROM  AT THE PROXY'S SOLE
 RAISING AN VOTING DISCRETION
OBJECTION
Number of shares
Number of shares Number of shares Number of shares ………………
……………… ……………… ………………
 OTHER
 FOR  AGAINST  ABSTAIN FROM  AT THE PROXY'S SOLE
 RAISING AN
OBJECTION
VOTING DISCRETION
Number of shares
Number of shares Number of shares Number of shares ………………
……………… ……………… ………………
 OTHER

*** RESOLUTION NO 11

 FOR  AGAINST
 RAISING AN
 ABSTAIN FROM
VOTING
 AT THE PROXY'S SOLE
DISCRETION
OBJECTION Number of shares
Number of shares
………………
Number of shares
………………
Number of shares
………………
………………
 OTHER

***

RESOLUTION NO 12

 FOR  AGAINST  ABSTAIN FROM  AT THE PROXY'S SOLE
 RAISING AN VOTING DISCRETION
OBJECTION
Number of shares
Number of shares Number of shares Number of shares ………………
……………… ……………… ………………
 OTHER
 FOR  AGAINST  ABSTAIN FROM  AT THE PROXY'S SOLE
 RAISING AN VOTING DISCRETION
OBJECTION
Number of shares
Number of shares Number of shares Number of shares ………………
……………… ……………… ………………
 OTHER
 FOR  AGAINST  ABSTAIN FROM  AT THE PROXY'S SOLE
 RAISING AN VOTING DISCRETION
OBJECTION
Number of shares
Number of shares Number of shares Number of shares ………………
……………… ……………… ………………
 OTHER

*** RESOLUTION NO 15

 AT THE PROXY'S SOLE
DISCRETION
Number of shares
………………
 AGAINST
 RAISING AN
OBJECTION
Number of shares
………………
 ABSTAIN FROM
VOTING
Number of shares
………………

*** RESOLUTION NO 16

FOR Number of shares ……………….. AGAINST RAISING AN OBJECTION Number of shares ……………….. ABSTAIN FROM VOTING Number of shares ……………….. AT THE PROXY'S SOLE DISCRETION Number of shares ……………….. OTHER

*** RESOLUTION NO 17

 FOR  AGAINST  ABSTAIN FROM  AT THE PROXY'S SOLE
 RAISING AN VOTING DISCRETION
OBJECTION
Number of shares
Number of shares Number of shares Number of shares ………………
……………… ……………… ………………
 OTHER
 FOR  AGAINST
 RAISING AN
 ABSTAIN FROM
VOTING
 AT THE PROXY'S SOLE
DISCRETION
Number of shares OBJECTION
Number of shares
Number of shares Number of shares
………………
……………… ……………… ………………
 OTHER
RESOLUTION NO 19
 FOR  AGAINST
 RAISING AN
OBJECTION
 ABSTAIN FROM
VOTING
 AT THE PROXY'S SOLE
DISCRETION
Number of shares
Number of shares Number of shares Number of shares ………………
……………… ……………… ………………
 OTHER

***

*** RESOLUTION NO 20

 FOR  AGAINST
 RAISING AN
 ABSTAIN FROM
VOTING
 AT THE PROXY'S SOLE
DISCRETION
OBJECTION Number of shares
Number of shares
………………
Number of shares
………………
Number of shares
………………
………………
 OTHER

*** RESOLUTION NO 21

 FOR  AGAINST  ABSTAIN FROM  AT THE PROXY'S SOLE
 RAISING AN VOTING DISCRETION
OBJECTION
Number of shares
Number of shares Number of shares Number of shares ………………
……………… ……………… ………………
 OTHER

*** RESOLUTION NO 22 FOR Number of shares ……………….. AGAINST RAISING AN OBJECTION Number of shares ……………….. ABSTAIN FROM VOTING Number of shares ……………….. AT THE PROXY'S SOLE DISCRETION Number of shares ……………….. OTHER

 FOR  AGAINST  ABSTAIN FROM  AT THE PROXY'S SOLE
 RAISING AN VOTING DISCRETION
OBJECTION
Number of shares
Number of shares Number of shares Number of shares ………………
……………… ……………… ………………
 OTHER

*** RESOLUTION NO 24

 FOR  AGAINST  ABSTAIN FROM  AT THE PROXY'S SOLE
 RAISING AN
OBJECTION
VOTING DISCRETION
Number of shares
Number of shares Number of shares Number of shares ………………
……………… ……………… ………………
 OTHER

*** RESOLUTION NO 25

 FOR  AGAINST  ABSTAIN FROM  AT THE PROXY'S SOLE
 RAISING AN VOTING DISCRETION
OBJECTION
Number of shares
Number of shares Number of shares Number of shares ………………
……………… ……………… ………………
 OTHER

*** RESOLUTION NO 26

 FOR  AGAINST  ABSTAIN FROM  AT THE PROXY'S SOLE
 RAISING AN VOTING DISCRETION
OBJECTION
Number of shares
Number of shares Number of shares Number of shares ………………
……………… ……………… ………………
 OTHER
 FOR  AGAINST
 RAISING AN
OBJECTION
 ABSTAIN FROM
VOTING
 AT THE PROXY'S SOLE
DISCRETION
Number of shares
Number of shares
………………
Number of shares
………………
Number of shares
………………
………………
 OTHER
 AT THE PROXY'S SOLE
 RAISING AN VOTING DISCRETION
OBJECTION
Number of shares
Number of shares Number of shares ………………
……………… ………………
 AGAINST  ABSTAIN FROM

*** RESOLUTION NO 29

 FOR  AGAINST  ABSTAIN FROM  AT THE PROXY'S SOLE
 RAISING AN VOTING DISCRETION
OBJECTION
Number of shares
Number of shares Number of shares Number of shares ………………
……………… ……………… ………………
 OTHER

*** RESOLUTION NO 30

 FOR  AGAINST  ABSTAIN FROM  AT THE PROXY'S SOLE
 RAISING AN VOTING DISCRETION
OBJECTION
Number of shares
Number of shares Number of shares Number of shares ………………
……………… ……………… ………………
 OTHER
 FOR  AGAINST  ABSTAIN FROM  AT THE PROXY'S SOLE
 RAISING AN VOTING DISCRETION
OBJECTION
Number of shares
Number of shares Number of shares Number of shares ………………
……………… ……………… ………………
 OTHER
 AGAINST
 ABSTAIN FROM  AT THE PROXY'S SOLE
DISCRETION
Number of shares
………………
 RAISING AN
OBJECTION
Number of shares
………………
VOTING
Number of shares
………………

*** RESOLUTION NO 33

 FOR  AGAINST  ABSTAIN FROM  AT THE PROXY'S SOLE
 RAISING AN
OBJECTION
VOTING DISCRETION
Number of shares
Number of shares Number of shares Number of shares ………………
……………… ……………… ………………
 OTHER

*** RESOLUTION NO 34

 FOR  AGAINST  ABSTAIN FROM  AT THE PROXY'S SOLE
 RAISING AN VOTING DISCRETION
OBJECTION
Number of shares
Number of shares Number of shares Number of shares ………………
……………… ……………… ………………
 OTHER
 AGAINST  ABSTAIN FROM  AT THE PROXY'S SOLE
 RAISING AN VOTING DISCRETION
Number of shares
Number of shares Number of shares ………………
……………… ………………
OBJECTION

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