Title Page

BNY Mellon Shareholder Meeting Handbook 2011 for Depositary Receipt Issuers
January 2011

Table of Contents

Letter from Michael Cole-Fontayn, CEO, BNY Mellon Depositary Receipts Division Overview of the Depositary Receipts Division Corporate Governance & Proxy Group Recent Regulatory Developments

4 6 9 12

The Basics of the Proxy Process

The Process Flows of the Proxy Process Other Relevant Considerations Q & A Section Glossary

18
25 28

BNY Mellon Depositary Receipt Corporate Governance & Proxy Contacts

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Dear Valued Client,

We are pleased to present our Shareholder Meeting Handbook for the 2011 proxy season. We expect that 2011 will continue to present corporate governance issues similar to those that were at the forefront of shareholder meetings last year. The ongoing consequential effects of the global recession will continue to fix close scrutiny upon directors remuneration, board independence and share capital proposals. We also expect that company dividend policies will be monitored closely by institutional investors as financial results recover or remain in a laggard state, as the case may be. 2011 may well also result in a series of regulatory reforms to areas of the U.S. proxy voting infrastructure which would most likely impact our clients in 2012. We have been involved in the SEC consultation process on this issue and you can read more detail on the range of issues for discussion on page 6 of the Handbook. Last year we successfully handled 411 shareholder meetings for clients from 43 countries. We are the only depositary bank that has a specialized team of experts dedicated to the shareholder meeting process and the corporate
Michael Cole-Fontayn Chief Executive Officer BNY Mellon Depositary Receipts

governance issues associated with it. You are encouraged to utilize the resources of the Governance & Proxy Group and learn about the skill sets the Group has to offer as you read the Handbook. As with every interaction we have with our clients to best serve their needs, your Relationship Manager will provide valuable guidance, support, and assistance in ensuring that your shareholders meeting proceeds smoothly. I wish you a successful shareholder meeting for 2011. Yours sincerely,

Overview of the Depositary Receipts Division Corporate Governance & Proxy Group
BNY Mellons Depositary Receipts Division has a dedicated Corporate Governance and Proxy Group to facilitate proxy voting for holders of depositary receipts (DRs)1. While other depositaries often process proxy events in their general Corporate Action departments and view a shareholder meeting as a process, our experience has shown that regional, national and company differences can impact an issuers shareholder meeting. An issuer is therefore better served by a dedicated team of specialists who understand the significant role that local market practices can have on the exercise of voting rights by DR holders, as well as the relevant corporate governance issues that might apply to a clients shareholder meeting and the proposals under consideration. Because of the international legal, regulatory and market attention now being paid to the corporate governance practices of all companies in the aftermath of the recent economic crisis, the annual general meeting (AGM) has taken on added significance. For DR holders, the AGM is often the most publicly visible governance event and the only opportunity to participate in the governance of the company. For issuers, a shareholder meeting is a rare opportunity to communicate with shareholders. Institutional investors are increasingly active in the voting process (the voting participation rate up 4.6% overall compared with 2009) and rely in a large part on the voting recommendations given by global proxy advisory firms. There is also institutional investor scrutiny of Board performance, executive compensation, and the skills and qualifications of Board nominees. Accordingly, the Group provides issuers with the dual benefit of having a specialized team handling the core processing and administrative logistics of the proxy event and a corporate governance team that contributes insight and advisory services relevant to an issuers shareholder meeting. The structure enables the Group to coordinate the delivery of a range of services that a client may need to make its shareholding event successful. DR Proxy Group services nominally include the printing and delivery of proxy cards and associated documents, the official notification of exchanges (NYSE, NYSE Amex) and clearing firms (DTC, Euroclear, Clearstream), and oversight of the distribution process (physical mailings and electronic delivery).

Institutional investors are increasingly active in the voting process and rely in a large part on the voting recommendations given by global proxy advisory firms.

Note: Throughout this document the term shareholder(s) is used at various times. Shareholder(s) refers to the rights, powers and privileges of the holders of depositary receipts (whether in a registered or beneficial capacity) and is not a reference to the shares issued by the non-U.S issuer in the non-U.S issuers home market.

BNY Mellon Shareowner Services (BNY Mellon SOS) is responsible for the distribution of materials to registered holders and the tabulation of voting instructions from all DR holders. Optional services include internet and telephone voting for registered holders. The Governance and Proxy Group can assist issuers by interacting as a local agent for DR issuers with third-party firms. Institutional Shareholder Services (ISS), Glass Lewis & Co. (Glass Lewis), and other proxy advisory firms can have a dramatic impact on final voting results. While the Depositary cannot have a position on any item to be voted upon, the Governance Group can often facilitate direct contact between issuers and the analysts that make voting recommendations. Also, the Governance Group maintains strategic relationships with shareholder identification and investor relations firms that are experienced with the nuances of DR programs and have the global coverage necessary to also service local shares.

The Governance Group maintains strategic relationships with shareholder identification and investor relations firms that are experienced with the nuances of DR programs and have the global coverage necessary to also service local shares.

Regional Voting Studies

In 2010, the DR Corporate Governance and Proxy Group produced regional voting analyses for each of Western Europe, Russia, Latin America and Asia. Each of the analyses contains a detailed examination of the voting characteristics and trends for the 2010 shareholder meeting season as well as insights into the influence of prominent proxy advisory firms on voting outcomes. The analyses are available at www.adrbnymellon.com.

Recent Regulatory Developments

U.S. SEC Proxy Concept Release 2010 The U.S. SEC has released a Proxy Concept Release (the Release) seeking comment on structural reform to the U.S. proxy system. Broadly, the SEC is interested to hear from market participants on a number of issues that go to the integrity, accuracy, cost and complexity of the current proxy system. The Release is available at http://www.sec.gov/rules/concept/2010/34-62495.pdf. The DR Division consulted with members of our European Client Council in order to ascertain their collective views in formulating a response to the Release (see http://www.adrbnymellon.com/dr_pub_detail.jsp?linkNo=31076&areaId=30). The major areas of comment are set out below. Reform of the Indirect Holding System The current U.S. securities settlement system (DTC) intermediates issuers from their shareholders by requiring shareholder communication through a chain of financial intermediaries (banks and brokers). The current system dates back to the paper crunch in the 1960s where in order to clear and settle trades efficiently a decision was made at that time to immobilize all securities at DTCC by depositing paper certificates in custody accounts to allow book entry transfers of claims on those accounts. This means that a shareholders securities are registered in the name of the bank or broker with the consequence that only the bank or broker knows the identity of the shareholder and the shareholder has no property, contract or corporate law rights vis--vis the issuer. The bank or broker can charge the issuer for information about the issuers shareholders and accordingly becomes a necessary party in all issuer communications with their shareholders. This results in added costs, complexity and opacity for shareholder communication. An argument can be made that since all securities are now required to be dematerialized, that ownership transfers in uncertificated securities can take place at the time of clearing and settlement in DTC rather than the current system which is based on claims on certificated securities. Under the new model, changes in ownership could be recorded directly on the books of the issuer without the need for bank or broker involvement. If this change was made, bank and broker intermediaries would process and communicate trading information but not own securities and information about beneficial shareholders. This model exists in Europe and the UK, for example. It enables more direct shareholder identification and communication.

Enhance the Direct Registration System (DRS) A potential alternative to the wholesale reform of the indirect holding system is better utilization of DRS. DRS enables a shareholder to move their shares from a brokerage account and have those shares held in their own name on the books of the issuer (or its transfer agent). Under the current operation of DRS, uncertificated shares can be held in databanks managed by transfer agents for issuers, but in order to be transferred, such shares must then be pulled into a brokers account where they are re-registered for clearing and settlement in DTC. An enhanced version of DRS linked to the clearing and settlement system would enable transfers of ownership resulting from trades on securities exchanges to be simultaneously recorded in the books of the issuer (or their transfer agent) without the need to then distinguish between registered and beneficial owners unless a shareholder intentionally chose to remain anonymous by purchasing shares through a trust or some other fiduciary. Preservation of the OBO/NOBO Distinction At the heart of possible reform of the indirect holding system and DRS, noted above, is the issue of identification of shareholders so that more direct and effective communication can occur. The current ability for shareholders to remain anonymous (OBO) (a large majority of large institutional investors are OBOs) creates serious problems for issuers wishing to engage and communicate with their shareholders. Moreover, even in the case of NOBOs, an anomaly of the current U.S. shareholder communication rules requires issuers to pay intermediaries for NOBO information and then communicate through those intermediaries to all NOBOs. Whilst privacy issues will always be raised in the context of arguing to preserve the OBO/NOBO distinction, empirical evidence suggests that the governance cost of issuers not being able to engage with shareholders might well outweigh preserving the distinction as it currently stands. The shareholder anonymity issue has been addressed in other markets with a compromise being found that permits issuers, utilizing regulatory permission, to periodically request the identification of shareholders for the purpose of communicating with them. Reform of the Market Structure for Proxy Distribution This issue focuses on the current costs for proxy distribution that is currently monopolized by Broadridge Financial Services. Distribution fees have not been reviewed since 2002. Since that time the NYSE, who regulates the current fees, has demutualized and become a public company and is now regulated by FINRA. Two choices therefore present: have FINRA evaluate and regulate the fees; or let the market set the fees (in an essentially unregulated environment). Under the latter, the market would be opened to competition with providers of proxy distribution services being granted access to shareholder information if they were designated as the issuers agent for proxy distribution services. In addition, there is a strong sense that fees should not be set with reference to justifying fee levels based upon costs saved for a physical proxy mailing as is currently the case. Rather, fee levels should be set based upon electronic distribution costs given the realities of a world in which electronic communication dominates. 7

Proxy Advisory Firms There needs to be greater oversight of proxy advisory firms due to their significant influence and the fact that in some circumstances conflicts of interest can arise where a proxy advisory firm acts for both an issuer and an institutional investor client. Further, a code of conduct regarding communication with proxy advisory firms may be required given that some issuers have reported an unwillingness from proxy advisory firms to rectify incorrect information, or proxy advisory firms have purportedly sought to charge a fee to issuers in order to exchange dialogue on issues arising from proxy voting recommendations. Vote Confirmation Investors are seeking confirmation from issuers that their proxy voting instructions have been received. The need for confirmation has arisen as a result of certain instances where voting instructions have gone missing as they make their way through the chain of financial intermediaries. The current U.S. proxy voting system does not lend itself well to vote confirmation due to current concerns around the accuracy of shareholder records (particularly with reference to loaned shares). Accurate shareholder records are a pre-condition to being able to confirm voting instructions.

The Basics of the Proxy Process

This section provides clients with an introduction to key aspects and terminology associated with the proxy process.

Types of Firms involved in the Proxy Process

The Issuer The issuer sets the agenda for the shareholder meeting, distributes information, gathers instructions from holders of ordinary shares, and conducts the shareholder meeting. The Depositary BNY Mellon, as the issuer of DRs, distributes information and gathers instructions from holders. Distribution and Voting Agents Most banks and brokers have outsourced proxy distribution to some extent and only retain limited in-house support for the process. In the U.S., over 95% of banks and brokers have contracted Broadridge Financial Solutions (BFS) as their exclusive proxy distribution and voting agent. Outside the U.S., DRs are held through Euroclear or Clearstream and are often serviced by internet voting platforms operated by Broadridge Global and ISS.

Proxy Advisory Firms ISS, Glass Lewis and others are contracted by institutional shareholders to make voting recommendations on proposals presented at shareholder meetings. For many institutional investors the proxy advisory firms are also retained to vote proxies on their behalf. Shareholder Identification Firms Thomson Reuters, Capital Precision, IPREO and other Shareholder Identification Firms specialize in identifying the ultimate beneficial owners of the shares. As these efforts require 30+ days in most cases, ordering a shareholder identification report is an often neglected first step in any investor relations effort. Proxy Solicitation Firms BNY Mellon SOS, DF King, HQB Partners, Innisfree MA, Sodali, and other proxy solicitation firms are often contracted by issuers to influence outcomes and/or assist shareholders and their brokers through the voting process.

Types of Shareholders
Registered Shareholders - have their shareholder details recorded directly on the depositarys books. Registered shareholders usually account for a very small percentage of the shareholder base, because most shareholders buy, sell, and hold their shares through a bank or brokerage firm. Registered shareholders are serviced directly by the depositary. Beneficial Shareholders - have purchased their shares through a bank or brokerage firm, and their shares are held in the U.S. Clearing and Settlement system, the Depositary Trust and Clearing Corporation (DTCC), in the accounts of their bank or brokerage firm. Since the overwhelming majority of U.S. banks and brokerage firms have employed BFS as their exclusive agent to service underlying beneficial shareholders and lodge votes on their behalf, the Broadridge Process has essentially become industry standard. BFS does make certain information available to issuers and has several options for servicing beneficial holders (pages 22-23), but the basic process, and the fees, are primarily set by regulatory entities in the U.S. Non-U.S. shareholders often hold their shares through a bank or brokerage firm in the European clearing and settlement systems, with the key clearing and settlement agents being Euroclear and Clearstream. Unlike in the U.S., where participant banks and brokers use BFS to service beneficial shareholders, in Europe, Euroclear and Clearstream themselves are the primary conduits for the delivery of shareholder voting instructions to beneficial shareholders.

Unlike in the U.S., where participant banks and brokers use BFS to service beneficial shareholders, in Europe, Euroclear and Clearstream themselves are the primary conduits for the delivery of shareholder voting instructions to beneficial shareholders.

Week 1

Timing Requirements
NYSE- and NYSE Amex-listed programs - NYSE and NYSE Amex exchange rules require 10 days advance notification of the record date for a shareholder meeting and recommend 30 days between the record date and the date of the shareholder meeting. In order to prepare shareholder materials and order the necessary searches to determine the number of shareholders who will require materials, the depositary requires a minimum of 40 days notice before the meeting date. NASDAQ and Over-the-Counter (OTC) programs There is no record date notification requirement as for NYSE-listed programs. However, the depositary must still prepare shareholder materials, obtain necessary searches, and work within the constraints of the timing requirements of third parties. The depositary therefore requires a minimum of 35 days notice before the meeting date.

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Rule 144A Programs There is no record date notification requirement as for NYSE-listed programs. However, the depositary must still prepare shareholder materials, obtain necessary searches, and work within the constraints of the timing requirements of third parties. While a typical DR holder under a Rule 144A program often has a relationship with a bank or broker that can enable quick notification of a shareholder meeting and voting, the process remains the same. The depositary therefore requires a minimum of 30 days notice before the meeting date. Regulation S Programs Many Regulation S programs are processed through Euroclear and Clearstream, and almost all have large Euroclear and Clearstream holdings. As Euroclear and Clearstream both use electronic platforms to communicate with shareholders, the process is somewhat quicker. The depositary requires a minimum of 20 days notice prior to the meeting date, and we suggest 30 days where possible.

The importance of giving shareholders enough time to vote cannot be overstated. Year-on-year analysis of voting data indicates that if issuers allow DR shareholders a proper period of time to receive voting materials, consider them, and provide voting instructions, they have markedly improved participation rates.

Custodian Timing Requirements

Often, in order for the depositary to submit voting instructions from DR shareholders, those instructions must be submitted to custodians in the home jurisdiction of the issuer. Custodians impose their own deadlines upon the depositary for the receipt of voting instructions. Those deadlines can range from two days to as many as 10 days before the date of the shareholder meeting. Failure to meet the deadlines can result in the voting instructions from DR shareholders not being admitted at the shareholder meeting. Your Relationship Manager can advise you as to the particular custodial timing requirements that apply.

Adherence to timing requirements benefits shareholder participation rates

The importance of giving shareholders enough time to vote cannot be overstated. Year-on-year analysis of voting data indicates that if issuers allow DR shareholders a proper period of time to receive voting materials, consider them, and provide voting instructions, they have markedly improved participation rates.
Average Percentage Return by Time Period Given to Beneficial Shareholders to Vote

Overall Voter Participation in all Regions 60.00% 50.66% 50.00% Voter Response (%) 41.89% 40.00% 30.00% 20.00% 10.00% 0.00% 1-5 6 - 10 Response Time (Days) 11 - 15 16 + 46.18% 45.84%

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The Process Flows of the Proxy Process

Process Overview
The distribution of DR voting materials involves those materials passing through layers of bank and broker participants who hold their clients shares in International Central Security Depositories which are, in effect, the network of international clearing and settlement systems. American depositary receipts (ADRs) clear and settle exclusively in the U.S. clearing and settlement system. These types of programs often have the most intermediaries, require printing and hard-copy mailings, and can be subject to the additional requirements of U.S. exchanges. They therefore tend to require significantly more processing time than global Depositary Receipt (GDR, or Regulation S) programs which utilize the electronic distribution services facilitated by the two European clearing and settlement parties, Euroclear group and Clearstream. ADR Process Overview Any ADR that has a significant number of DRs outstanding requires processing through BFS. BFS is the exclusive agent employed by most banks and broker-dealers in the U.S. to handle distribution and voting for securities. BFS covers approximately 95% of the U.S. market share of all broker-dealers. BFS has two platforms, U.S. and Global. Broadridge (U.S.) is the primary distribution and voting agent servicing the overwhelming majority of beneficial holders and interacts with many other institutions and voting platforms. Broadridge Global provides electronic distribution and internet voting for a portion of the DR program held by Euroclear and Clearstream, as well as a portion of ordinary shares. The coverage varies, as BFS has significantly less market share of broker-dealers outside the U.S. ISS, primarily an advisory firm, operates Internet voting platforms in the U.S. and Europe to facilitate voting for its institutional clients. While the ISS platform is only for underlying holders that pay for the service, the Broadridge Global platform can be enabled by the issuer (page 13) and can also service ordinary shares.

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The chart below depicts the distribution and vote-collecting network for an ADR program.

ISS European Internet Platform Registered Holder Bank/Broker (JPM / Citibank) Broadridge (US) Issuer The Depositary Beneficial Holder Proxy Solicitation Firm NonBroadridge Bank/Broker ISS US Internet Platform Beneficial Holder Euroclear (via JP Morgan / Clearstream (via Citibank) Broadridge Global Internet Platform

Beneficial Holder

Beneficial Holder

Bank/Broker

Beneficial Holder

Beneficial Holder

Beneficial Holder

GDR Process Overview Most Regulation S GDRs are held entirely in the clearing and settlement systems of Euroclear and Clearstream. Both have developed an electronic system to distribute relevant voting materials to their member banks and brokers. In addition, a number of third party vendors offer certain value-added specialized voting services to one or more of issuers, banks and brokers and investors over and above the standard services offered by Euroclear and Clearstream. Broadridge Global operates an internet voting platform that services the holders of 31 member firms, while ISS offers a similar product direct to underlying holders of almost any firm. Broadridge Global indicates that its International Shareholder Communication Program for issuers provides quick distributions, proactive broker-dealer outreach, and preliminary tabulation information. Of course, the most effective option for communicating with shareholders for both ADR and GDR programs remains specialized proxy solicitation firms.

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The chart below depicts the distribution and vote-collecting network for a GDR program.

Beneficial Holder

ISS European Internet Platform

Broadridge Global Internet Platform

Beneficial Holder

Bank/Broker Issuer The Depositary Bank/Broker Broadridge Global Internet Platform Euroclear (via JP Morgan / Clearstream (via Citibank)

Beneficial Holder

Beneficial Holder

Bank/Broker

Beneficial Holder

Beneficial Holder

Beginning-to-End View of the U.S. Process

Stage 1 Meeting date and type is available The depositary notifies the relevant U.S. exchange of the shareholder meeting date and U.S. record date (if applicable). The Depositary Trust & Clearing Company (DTCC) is notified of the shareholder meeting date and type. If the issuer does not hire a proxy solicitation firm (page 18), Proxy Services Corporation, a specialized agent, is retained by BNY Mellon. A proxy solicitation firm (if hired) or Proxy Services Corporation delivers the shareholder meeting materials to BFS for onward distribution to beneficial shareholders holding shares through a bank or broker in DTCC. BNY Mellon SOS is notified and will distribute shareholder meeting materials to registered shareholders.

Stage 2 Meeting resolution/agenda are available The depositary prepares a draft of the proxy card for registered shareholders, and the Relationship Manager sends the draft to the issuer for review/approval.

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Stage 3 The proxy card and any additional documents are approved for distribution The voting deadline, or cutoff, is firmly set. This is the final date by which all voting instructions must be received by the depositary for them to be included at the shareholder meeting. This date and time is contingent upon local requirements and matters relating to the lodging of the vote with the custodian in the home jurisdiction. It is set by the Relationship Manager and is normally at least one business day prior to the day that the final tabulation of voting instructions is required. The depositary facilitates the printing (if needed) and/or delivery of any additional shareholders meeting materials. The issuer must decide whether to employ a management recommendation or default (see Questions and Answers, page 25).

IMPORTANT: BFS is permitted by SEC regulation to mail shareholder meeting materials five (5) business days after it is in receipt of all materials. Therefore, it is not uncommon for the actual mailing to take as long as seven-to-eight calendar days after approval of the proxy materials and associated documents. Stage 4 Shareholder meeting materials are printed and delivered BNY Mellon SOS distributes shareholder meeting materials to registered shareholders . For beneficial shareholders BFS distributes materials to beneficial holders directly via mail or electronic delivery.

Stage 5 - The period between distribution to shareholders and tabulation of voting instructions Registered shareholders submit votes directly to the depositary. Beneficial shareholders submit votes directly to BFS, which then transmits votes to the depositary.

Stage 6 After the voting cutoff/deadline The depositary undertakes a quality control check of tabulated voting instructions to ensure that no bank or brokerage firm has attempted to submit instructions for more shares than they actually owned on the record date. The depositary converts the number of DRs represented by voting instructions from both registered and beneficial DR shareholders into local shares (based on the appropriate ratio) and reviews the voting section of the relevant deposit agreement. Your Relationship Manager can answer any questions regarding the voting section of the deposit agreement. The final vote representing the voting instructions of all DR shareholders is submitted at the shareholder meeting. Normally, the voting instructions are submitted to a custodian in the home jurisdiction of the issuer where the custodian, in turn, facilitates the formal representation at the shareholder meeting. Your Relationship Manager can discuss the process that applies to your program.

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Beginning-to-End View of the European Process

For shareholders whose DRs are custodized in Euroclear or Clearstream, the process is very different. Two variations of the process are possible. Type 1 Part European Component Most programs have a European component, with Euroclear and Clearstream custodizing through DTC participants JPMorganChase (JPM) and Citibank. When proxy solicitation is conducted as part of the U.S. process, BFS notifies the custodians of JPM and Citibank, who in turn notify Euroclear and Clearstream. Once notified, Euroclear and Clearstream initiate a largely electronic process that notifies their bank and broker participants and collects voting instructions. The shareholder meeting materials most holders will see are PDF files of the proxy card and any additional materials as mailed to U.S. and Canadian holders. Voting instructions are largely communicated through the Society for Worldwide Interbank Financial Telecommunication (SWIFT) system, until the instructions reach JPM and Citibank electronically. JPM and Citibank lodge the vote with BFS. BFS lodges the vote with the depositary.

When proxy solicitation is conducted as a stand-alone European process, the depositary prepares the proxy card and works with the issuer to finalize any associated documents. BNY Mellon then notifies Euroclear and Clearstream.

Type 2 Entire European Component Most Regulation S programs are entirely European, with Euroclear and Clearstream custodizing shares with BNY Mellon London as Common Depositary. When proxy solicitation is conducted as a stand-alone European process, the depositary prepares the proxy card and works with the issuer to finalize any associated documents. BNY Mellon then notifies Euroclear and Clearstream. Once notified, Euroclear and Clearstream initiate a largely electronic process that notifies bank and broker participants and collects voting instructions. The shareholder meeting materials most holders will see are PDF files of the proxy card and associated documents. There are no print requirements. Voting instructions are largely communicated through the SWIFT system, until the instructions reach the depositary electronically.

Unlike the U.S. process, the European process often proceeds without the direct involvement of the issuer, does not require the printing and mailing of hard copy materials, and incurs fewer costs. Also, underlying shareholder information is not readily available, and issuers that wish to increase participation or communicate directly with underlying holders often encounter difficulty.

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In order for a proxy solicitation firm to be successful, it needs time for shareholder identification and experience in the local markets where shareholders reside.

Shareholder identification efforts in Europe often require 30 days to generate a list of shareholders. In some instances, issuers will benefit from the hiring of a proxy solicitation firm (page 18) or shareholder identification firm (see Questions and Answers, page 27). For a proxy solicitation firm to be successful, it needs time for shareholder identification and experience in the local markets where shareholders reside. While many proxy solicitation firms will employ Broadridge Global, this service can also be coordinated with the assistance of the depositary. Your Relationship Manager can help with the hiring of a solicitation firm, a shareholder identification specialist, or Broadridge Global.

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Other Relevant Considerations

BNY Mellon and other vendors also offer a number of value-added services, separate and distinct from the core shareholder meeting services described in the preceding pages. These services are designed to help clients address a variety of different needs that may arise in relation to their shareholder meeting.

1. Proxy Solicitation
Proxy solicitation firms offer value-added services to issuers with DRs and local shares before, during, and after the voting process. Employing their services can be the most effective way to increase overall participation and influence outcomes on specific proposals. Globally, it has become increasingly common for issuers to employ the services of a proxy solicitation firm as a standard part of the shareholder meeting process. A number of factors create demand for the service: an international shareholder base with shares held through multiple custodians across numerous jurisdictions; increasing shareholder appetite for exercising corporate governance rights by voting their shares; shareholder activism around executive compensation plans and Board nominations; and the significant influence that the voting recommendations of proxy advisory firms can have on the voting behavior of institutional investors. While some issuers have extensive investor relations departments that can provide some of the critical interface with key shareholders around the shareholder meeting, many issuers find it advantageous to employ a specialist. In cases such as proxy contests or complex corporate actions, use of a proxy solicitation firm can become essential. For DR programs, most issuers do not have extensive U.S.-based investor relations assets with experience in Western markets. The depositary, unlike issuers and their other agents, can enable shareholders to have their shares represented at a shareholder meeting, but cannot encourage their participation or advocate a position on how holders vote on specific proposals. Therefore, when a DR issuer wishes to increase participation or influence outcomes, a proxy solicitation firm experienced in DRs is the best option. In past years, The DR Division has worked with a number of proxy solicitation firms, including The Altman Group, DF King, HQB Partners, Innisfree M&A, Mackenzie Partners, Sodali and others. These firms also have various levels of expertise when dealing with special voting requirements and tend to develop geographic specialties when servicing local shares. We will be modifying the approach we take to proxy solicitation services provided on behalf of our clients in 2011. We are currently undertaking a Request for Proposal (RFP) process with proxy solicitation firms with a view to identifying preferred providers of proxy solicitation firms in particular geographic regions and then monitoring the service such providers deliver to clients who chose to contract with them. We believe that such an approach will result in a more effective matching of client needs to a given proxy solicitation firms capabilities and expertise in a clients market, as well as providing quality assurance of the end-product that proxy solicitation firms provide to our clients.

While some issuers have extensive investor relations departments that can provide some of the critical interface with key shareholders around the shareholder meeting, many issuers find it advantageous to employ a specialist. In cases such as proxy contests or complex corporate actions, use of a proxy solicitation firm can become essential.

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2. Shareholder Identification Reports

Studies have shown that the success of a proxy campaign relies on the issuers ability to encourage shareholders to vote. The first step in encouraging investor participation is identifying your shareholders this is key. Whether the issuer chooses to use the service of a proxy solicitation firm, a Shareholder Identification Report is essential to identify the current holdings of investors who maintain voting rights, to provide insight into the proxy voting tendencies of your investor base, and to include contact information for each shareholder. A current and accurate Shareholder Identification Report will produce a more effective solicitation effort by investor relations personnel and/or a proxy solicitation firm. Shareholder identification firms such as Thomson Reuters, IPREO, Capital Precision, The Altman Group, DF King, and others require approximately 30 days to generate an effective report. Since this report is used in planning the solicitation effort, it needs to be finalized 20-30 days prior to a shareholder meeting. Therefore, shareholder identification is usually the first action an issuer would need to take to enable investor relations personnel and/or a proxy solicitation firm to mount a large campaign later in the process. Without a Shareholder Identification Report, should a proxy solicitation firm be employed by the issuer, limited solicitation services can only be facilitated through quarterly public filings made by certain institutions or semi-annual mutual fund unit/investment trust disclosure.

Studies have shown that the success of a proxy campaign relies on the issuers ability to encourage shareholders to vote. The first step in encouraging investor participation is identifying your shareholders this is key.

3. Proxy Advisory Firms

From 2007 to 2010, representation at shareholder meetings by DR holders remained high. This demonstrates an increasing desire by DR holders to participate in the corporate governance of their company. While current market conditions have led to investors paying more attention to their portfolios in general, these same market conditions that can have an affect on if a shareholder votes can also affect how a shareholder votes. Normally, most votes are lodged in aggregate at the broker-dealer level with hundreds of instructions from different sources combined. This practice does not permit a true analysis of voting behavior of different types of holders as instructions from all potential classifications are commingled at the source. However, even the high-level tabulation data available can quantify the overall influence of a Proxy Advisory Firms such as ISS and Glass Lewis. The role of ISS is to perform analyses of proposals and issue voting recommendations to their clients that hold shares in the companies they analyze. In many cases, they will also vote on behalf of these clients. Generally, ISS is considered the most influential of these firms with Glass Lewis second.

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Based on our experience, ISS tends to encourage direct contact between themselves and issuers as part of the process when formulating recommendations on proposals. They have internal guidelines on some types of issues, but direct issuer involvement can help clarify matters and prevent a negative recommendation based upon limited information which can often be the result for DR issuers. ISS suggests meetings between issuers and advisors should take place in the off-season and well before the shareholder meeting. However, in practice, these meetings often take place just a few weeks before an annual shareholder meeting. Generally, ISS is open to direct contact via phone, face-to-face meetings, and/or e-mail. An experienced proxy solicitation firm can make arrangements for such contacts, but for those firms that do not employ a solicitation firm, with certain limitations, the depositary can make these arrangements on behalf of our issuers. Based on our experience with Glass Lewis, they have less direct issuer contact and do not speak to issuers once the proxy has been made public, and any contact at that time is conducted by a conference call that will include some underlying beneficial holders, including dissident shareholders, if any. The Governance Group can often facilitate direct contact between a representative of the issuer and the advisory team of analysts that make voting recommendations.

An experienced proxy solicitation firm can make arrangements for such contacts, but for those firms that do not employ a solicitation firm, with certain limitations, the depositary can make these arrangements on behalf of our issuers.

4. Independent Inspector of Vote Tabulations

IVS Associates, Inc. (IVS) and American Elections Services (AES) independent tabulation certification firms, may be contracted by the depositary on behalf of the issuer to certify the final tabulation of contested proxy solicitations, and/or meetings with controversial proposals on the general meeting agenda. IVS and AES provide independent audit and vote tabulation and monitor the DR Divisions adherence to relevant internal procedures. This service can be requested by any issuer for any type of shareholder meeting.

5. Printing
While the printing of the proxy card for registered holders and the Voting Instruction Form (VIF) is part of the basic process with few options available, the printing and delivery of any additional materials to be sent to DR shareholders is decided by the issuer. Physical documents often printed for DR shareholders on behalf of issuers include: Annual Reports Most issuers print their annual report themselves for local shareholders and deliver copies to the depositary for DR shareholders, rather than initiate a less cost-effective second printing. The NYSE and NASDAQ rule changes now permit annual reports to be posted online, subject to fulfillment requirements for those shareholders who request physical copies. Often, an issuer that is subject to these rules will fulfill such requests itself or warehouse a small number of reports in the U.S. However, in a few cases, it is advantageous to print-on-demand as the requests are made. Your Relationship Manager can be helpful in determining which fulfillment options are available for your program.

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Dear Shareholder Letter Although no hard data is available, it is generally believed that many shareholders pay far more attention to a Dear Shareholder letter that accompanies the proxy card and seeks to explain in a less formalistic manner the technical details of the proposals set out in the Proxy Statement. If an issuer has a recommendation or specific message they wish to impart to shareholders, often a Dear Shareholder letter can be effective. Proxy Statement While many issuers choose to post this information online, a number of DR issuers (and U.S. issuers) prefer to print and mail it for internal policy reasons.

If an issuer has a recommendation or specific message they wish to impart to shareholders, often a Dear Shareholder letter can be effective.

There are many options for printing, and the cost is based upon the number of pages, the thickness of the paper, the number of items being printed, and the process employed. Color printing can be far more expensive than black-andwhite, and heavier paper tends to be more expensive to mail. A few issuers choose to print any additional documents themselves and deliver them to the depositary. Your Relationship Manager can help with any customs issues and provide a delivery destination based upon the process being employed. The depositary, when arranging the printing of additional materials, can be helpful in selecting the most appropriate and/or cost-effective option.

6. Registered shareholders options

Registered shareholders are serviced directly by the depositary by mail. For issuers that wish to increase participation, provide additional voting options, reach holders sooner, or enhance the experience of voting, BNY Mellon offers several optional processing services. Mail Options Bulk When a program with a large number of registered holders has sufficient time, USPS Standard A, or Bulk Mail, can be a very effective costsaving option. First-class USPS First-Class Mail is employed in many cases, as it is appropriate for small and large programs and gets the material to shareholders in just a couple of days. Overnight When time is short, or to increase participation, some issuers will choose to employ an overnight mail option for all, or some, shareholders. The costs associated with overnight mailing can be $10-20 per holder, depending upon the type of service and whether the overnight option is oneway or two-way. Stratified Often, an issuer will choose different mail types for different levels of share ownership. While a stratified mailing is less common for registered shareholders than it is for beneficial shareholders (see next section), it can be employed in the same fashion.

Telephone Voting Telephone voting is available as a stand-alone product or as part of a combined Internet voting service. In addition to set-up fees for the service selected, the costs associated with telephone voting are determined by the number of holders who choose to employ it.

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Internet Voting Internet voting is available as a stand-alone product or as part of a combined telephone service. The costs are determined by the set-up fees for the service selected and the number of holders who employ this option. Telephone and Internet voting have several variations and often have other considerations, such as hard-copy fulfillment obligations for annual reports and/or proxy materials. Through a dedicated service provider, issuer clients are offered electronic voting (telephone and internet) applications. Both are custom branded for the issuer the website displays the issuers logo and color scheme and provides space for issuer messaging to the shareholder including the board or management recommendation. A unique toll-free number is assigned to each issuer and the telephone system greeting plays the issuers name and meeting type. Both sites offer the option for voting with management. Votes are captured in real-time and online vote results reports are automatically updated. The website displays the meeting date, time and location and can capture comments, address changes and prompt for e-delivery consent. The phone system can also capture meeting attendance. Both telephone and internet voting sites confirm the shareholders vote record and an email confirmation can be sent for internet votes. All of this information is reported via online reports so the issuer has immediate access to the information.

7. Beneficial shareholders options

BFS Searches: Preliminary Search A preliminary search provides the total number of beneficial shareholders, the number who need proxy materials, and the number who have consented to receive materials by e-mail. The primary purpose of a preliminary search is to estimate print quantities. Record Date Search A record date search gathers detailed information. Its primary purpose is to prepare for the distribution of proxy materials and information to beneficial shareholders as of the record date.

Once a record date search has been performed, some information and shareholder identification products become available to the issuer. These include: BFS Reports: NOBO List - Non-Objecting Beneficial Owners (NOBOs) are those beneficial shareholders who have not objected to their bank or broker sharing account information with issuers. A current NOBO list can be ordered at any time and usually captures a record date within two business days. Also, a NOBO list may be ordered retroactively for any record date from a prior search and is often ordered as of the record date for the shareholder meeting as part of a larger proxy solicitation effort.

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Geographic Analysis (GEO) is often ordered as part of a shareholder identification effort in conjunction with a shareholder meeting. Geographic analysis can also be helpful in obtaining information about the shareholder base in connection with local foreign ownership regulatory limits, in obtaining some Form 20-F items, and in targeting any investor relations efforts. There are two types of GEOs, U.S. and Canadian, and they show how many holders and shares are reported to BFS from each U.S. state (or Canadian province) as well as the total number of holders and shares owned by entities outside the U.S. (or Canada). Share Range Analysis A share range analysis can be generated from any record date search and will show how many accounts exist within certain share ranges. These reports come in two main varieties, pre-suppression and postsuppression, which will either report on the entire shareholder base or just those that require hard copy in proxy mailings. Custom share ranges can be set by the issuer if the standard breakdown does not suffice. Post-suppression share range analyses are often useful when determining costs associated with overnight and stratified mail options. Voted/Unvoted NOBO List - A voted/unvoted NOBO list can be ordered as a follow-up to a record date NOBO list and will give the voted status of NOBO accounts during the voting process. Please note that how these holders have voted on proposals is not included, only whether they have voted their position. BFS Distribution Options: Telephone and Internet voting are part of the BFS process and are not presented as optional services. Alternate processing options, such as Notice and Access are available to DR issuers. Bulk mail is significantly less expensive for large programs than most other options, but requires additional processing time to be effective. First-class mail is appropriate for most situations and is often employed. There are several overnight options available for $10-20 per package sent. Stratified mailings occur when different mail options are employed for holders depending upon their level of ownership. A typical example would be to service all shareholders of over 10,000 shares by overnight mail and all others by first-class mail, but other mail options and other share-breaks are also viable. When contemplating a stratified mailing, the first step is to inquire as to the numbers of holders above and below several thresholds. Electronic distribution is an option for the underlying holder and records are maintained by BFS. An issuer can choose whether, or not, to service these holders by e-mail or send a hard copy instead. However, these holders only represent a portion of the shareholder base, so a hard-copy mailing cannot be avoided when servicing holders that have not elected to receive e-mail notifications.

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DTCC DTCC is the national clearinghouse in the U.S. for the settlement of trades in corporate and municipal securities, and it performs asset services for its participating banks and broker/dealers. For proxy solicitation, DTCC is viewed as the official record-keeper of share positions held by banks and brokers as of the record date. DTCC Reports: DTCC Security Position Report (DTCC list) A DTCC list is a list of the shares held by each bank and broker as of a given date. DTCC lists can be ordered as of any business day, and for most programs, information is available as far back as six years, although only the last two years can be ordered online and obtained within a few hours. A DTCC list is initially ordered as part of the shareholder identification process. DTCC Subscriptions Some issuers prefer to maintain current records of their shareholders and wish to order a series of reports at regular intervals. Usually, in these cases, it is more cost-effective to order a subscription instead of individual reports. Your Relationship Manager can help facilitate the hiring of proxy solicitation and shareholder identification services, obtain third-party tabulation certifications, arrange for the printing of documents, set up telephone and Internet voting for registered holders, and choose the best delivery method of hard-copy materials for your program.

8.

Employee Share Plans

Each issuer may have Employee Plans that participate in an AGM with full voting rights and we have integrated our proxy processes to include them when the plans are administered by BNY Mellon SOS. For external plan sponsors, this can be coordinated through our specialized electronic vendor (Mediant Communications) and may include internet voting, tabulation and lodging votes. Your Relationship Manager can advise you on the most effective process.

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Q & A Section
Do all DR programs extend voting rights to shareholders? No. The requirement for an issuer to obtain voting instructions from DR shareholders can derive from applicable U.S. exchange requirements and/or the issuers home country requirements. Listing requirements of the NYSE require issuers to solicit proxy voting instructions from shareholders. NASDAQ allows issuers to follow home country practices, provided appropriate disclosure is made to NASDAQ and in the issuers Form 20-F. OTC programs and Rule 144A and Regulation S programs are not subject to any U.S. requirements regarding the solicitation of proxy voting instructions. DR voting provisions are contractual and are set out in the Deposit Agreement. Voting rights therefore vary from issuer to issuer. A large number of non-NYSE listed DR issuers extend voting rights and therefore obtain voting instructions from DR shareholders because of home market requirements or because they regard it as important to involve DR shareholders in the governance of the issuer. Can a holder of depositary receipts attend a shareholder meeting? Unless the Deposit Agreement provides the DR shareholder with the specific right to attend the shareholder meeting, meeting attendance is at the discretion of the issuer. A DR holder can never simply show up at a shareholder meeting, since the meeting is for local shareholders. Therefore, meeting attendance in any form needs to be approved by the issuer. Attendance itself can take two forms. In the first, known as auditing the meeting, the DR holder can go to the meeting, but has to have voted via the depositary in the normal course earlier in the process. This requires the depositary facilitating the request for the issuer, which always involves proof of record date ownership and a determination of what type of identification is required at the door for entry into the meeting. The second form of meeting attendance, which entails attending the meeting and actually voting the local shares represented by the depositary receipts, is more complex, since these local shares are held in the name of the depositary. In this instance, a power-of-attorney, or another local market process, is required to attend and vote at the meeting. If any holder asks to attend a meeting, your Relationship Manager will contact you. 25 What is Broadridge Financial Solutions (BFS)? BFS, formerly Automatic Data Processing (ADP), is the firm employed by the overwhelming majority of U.S. banks and brokers to service their underlying clients (beneficial shareholders). The process and their fees are SECregulated and apply across the industry for all issuers, whether listed or not. BFS also has a global division, Broadridge Global, with a different business model that offers services to issuers to increase participation by shareholders outside the U.S. who hold their local shares and DRs. The U.S. process is described in detail on page 12. What is a management recommendation, and why is it important? It is common for U.S. issuers to state the voting recommendation of the Board of Directors and/or management of the company on the proxy card and other voting documents. Similarly, on many electronic voting platforms (e.g., the BFS voting platform), shareholders are given a click option to vote all their shares with management. An issuer can stipulate whether a management recommendation will be provided or not. Your Relationship Manager can speak with you about this matter in further detail. What is a default? A default instructs vote tabulators how to treat any unmarked proposal on any otherwise valid proxy card, resulting in balanced tabulations with equal numbers of shares voted on each proposal. Issuers have the option of defaulting an unmarked proposal to a voting instruction For (management) or electing that such a proposal be treated as not voted. What is the difference between a proxy card and a VIF? A proxy card is the paper voting document used for registered shareholders that is created by the depositary in consultation with the issuer. A VIF is the paper voting document used for U.S. beneficial shareholders that is created by BFS so that the clients of U.S. bank and brokerage firms can provide voting instructions.

Can non-traditional voting options be processed in the U.S.? Yes, in most cases. While some platforms are committed to the For, Against, and Abstain option for each proposal, for DR issuers, the Abstain option is not always applicable to a Yes/No choice. Cumulative voting for directors and conditional voting (a choice of five out of seven auditors, for example) can also be processed, but they have some limits. Why does the preliminary broker search identify fewer sets of materials than there are DR holders? To prevent an unnecessary number of shareholder materials from being mailed, U.S. regulation permits paper mailings to be eliminated if relevant bank and brokerage firms can establish that certain requirements have been met. In general terms, mailings can be eliminated if beneficial shareholders have consented to electronic delivery, have granted voting authority to their broker or investment manager, or if multiple shareholders reside at the same residence. What are e-consents? E-consents refer to beneficial shareholders who have previously advised BFS to deliver materials to them electronically. The depositary provides BFS with PDF files suitable for e-mail distribution. Through BFS, an issuer can obtain e-consents from beneficial shareholders. Your Relationship Manager can discuss this with you. Do all meeting-related documents need to be printed and mailed to all DR holders? No. Annual reports can be made available electronically on an issuers website. Shareholder voting materials can also be made available electronically, provided shareholders receive a paper notice advising them of the electronic location of those materials. It is important to note the distinction between making shareholder meeting materials available electronically and the actual electronic delivery of those materials. Shareholders who have consented to electronic delivery actually receive electronic files of all shareholder meeting materials. If shareholder meeting materials are available electronically, shareholders are entitled to request paper copies of those materials free of charge. Your Relationship Manager can help with any webhosting of shareholder meeting materials and/or fulfillment requests for paper copies of materials.

Once all meeting materials are approved, how long does it take to distribute them to DR holders? Since registered shareholders are known to, and serviced by, the depositary, the physical mailing is within the depositarys control and can be processed in a timely fashion. Beneficial shareholders are serviced by BFS, which has a statutory five-business-day window to mail. If a weekend intervenes, the process will take seven days, after the delivery of all meeting materials to BFS. What options are available for mailing? There are many variations, but essentially the choices come down to bulk, first-class, overnight, and overnight with overnight return. Bulk options are cost-effective for large mailings, but require time and planningusually a week or more than other options to work effectively. First-class mail is often the most appropriate option for depositary receipt timeframes and is really quite fast. Overnight options are very expensive and very effective, but are typically only employed for a few holders in special situations (see Stratified Mailing below). What is a stratified mailing? A stratified mailing occurs when different mail options are employed for holders depending upon their level of ownership. A typical example would be to service all holders of over 10,000 shares by overnight mail and all others by first-class mail, but other mail options and other share-breaks are also viable. When contemplating a stratified mailing, the first step is to inquire as to the numbers of holders above and below several thresholds. What is a reminder mailing? A reminder mailing is a follow-up mailing that occurs after the primary mailing. Unlike the initial mailing, there is no requirement that all holders be serviced, and often a reminder is only sent to a portion of the top. Also, typically this mailing would only include a proxy card (or VIF) and a letter, rather than an entire new set of materials. Generally, beneficial and registered shareholders can be reached by mail within two-to-three business days.

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Is preliminary vote tabulation information available? Yes, but most holders and most brokers do not report until the very end of the voting period, so often preliminary tabulations do not accurately reflect final participation. When can final voting results be expected? With few exceptions, final results are available the first business day after the cutoff for the receipt of voting instructions. The exceptions tend to involve cumulative voting or disclosure of underlying holder information processed through Euroclear and Clearstream. What can be done to increase shareholder participation? The most effective way to increase shareholder participation is to conduct more detailed and thorough communication with shareholders. A variety of processes can assist in the communication process. These include mailing more than once and/or mailing a portion by overnight mail; setting up Internet and telephone voting for registered holders; and in the case of GDR programs, using Broadridge Global if the program has a large number of European holders (pages 12-13). The most direct way of influencing shareholders is by contracting a proxy solicitation firm to communicate with shareholders prior to the shareholder meeting (page 18).

What is the difference between a proxy advisory firm and a proxy solicitation firm? A proxy advisory firm (ISS, Glass Lewis, others) is a firm employed by institutional shareholders. Proxy advisory firms analyze all proposals and provide their institutional shareholder clients with recommendations as to how their shares should be voted. A proxy solicitation firm is employed by issuers to contact shareholders to increase participation and influence proposal outcomes. Your Relationship Manager can provide previous meeting reports and regional criteria for recommendations made by proxy advisory firms and can arrange a consultation with our inhouse proxy solicitation group if clients are interested in understanding this service in more detail. What is a shareholder identification firm? A shareholder identification firm specializes in identifying the ultimate beneficial owners of the shares. A complete shareholder identification is a necessary pre-condition for a successful proxy solicitation.

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Glossary
Beneficial shareholders
Beneficial shareholders keep their holdings in accounts maintained by their bank or brokers in clearing and settlement systems. These holders are not visible to the depositary, but will appear in the accounts of their broker.

Euroclear
Euroclear is a settlement system for domestic and international securities transactions, covering bonds, equities, DRs and investment funds. Market-owned and market-governed, Euroclear provides securities services to major financial institutions located in more than 90 countries. In addition to its role as International Central Securities Depositary (ICSD), Euroclear also acts as the Central Securities Depository (CSD) for Dutch, French, Irish and UK securities. CIK, the CSD of Belgium, joined the group in January 2006 and was renamed Euroclear Belgium.

Broadridge Financial Solutions

(BFS, formerly Automatic Data Processing) Broadridge is a full-service outsourcing provider to U.S. financial institutions. For proxy voting, financial institutions retain Broadridge to distribute proxy materials to their clients, collect votes, and transmit all votes received to the depositary. Most financial institutions have outsourced their proxy solicitation and any shareholder meeting information distribution requirements to Broadridge.

Proxy
A proxy is the authority or instrument that transfers a shareholders voting rights to an authorized agent of the shareholder. It may also be defined as the person empowered to act as an agent to vote in place of the shareholder at a shareholder meeting. Foreign companies seek the participation of DR shareholders in their shareholder meetings by distributing proxies or voting instruction forms that detail the various resolutions to be voted on at the meeting.

Broadridge Global
Broadridge Global is the part of BFS active in servicing holders outside the U.S. and Canada. For DR programs, Broadridge Global is often active in servicing holders that hold their shares through Euroclear and Clearstream. They can play a role in local share voting.

Clearstream
Clearstream is the international clearing organization located in Europe, responsible for holding, clearing and settling international securities transactions. Clearstream is the combination of Cedel and the German national clearing center.

Registered Holders
Registered holders are shareholders who elect to hold their shares directly with the depositary or the transfer agent of the depositary, rather than through a bank or brokerdealer. Share positions for registered owners will appear on the books of the depositarys transfer agent.

DTCC, The Depositary Trust & Clearing Company

DTCC is the worlds largest securities depository, holding nearly $33.9 trillion in assets for its participants and their customers. DTCC is a national clearinghouse for the settlement of trades in corporate and municipal securities and performs asset services for its participating banks and broker/dealers. DTCCs network links more than 6,000 broker/dealers, custodian banks and institutional investors, as well as transfer agents, paying agents and exchange and redemption agents for securities issuers. DTCC is owned by members of the financial industry.

SWIFT
SWIFT is the Society for Worldwide Interbank Financial Telecommunication, a member-owned cooperative that provides the proprietary communications platform, products and services that allow the financial community to connect and exchange financial information electronically. .

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BNY Mellon Depositary Receipt Corporate Governance & Proxy Contacts

Proxy Group Manager

Alvaro F. Quiroga Tel: +1 212 815 2206 alvaro.quiroga@bnymellon.com

Corporate Governance
Verdun Edgtton Corporate Governance Officer Tel: +1 212 815 3882 verdun.edgtton@bnymellon.com Michael S. OBrien Senior Corporate Governance Specialist Tel: +1 212 815 6007 michael.obrien@bnymellon.com

DR Proxy Specialists
Michele Baratta Tel:+1 212 815 4235 michele.baratta@bnymellon.com Michael Brooks Tel: +1 212 815 4629 michael.brooks@bnymellon.com Mira Daskal (fluent in Russian) Tel: +1 212 815 5021 mira.daskal@bnymellon.com Ellen OBrien Tel: +1 212 815 3895 ellen.obrien@bnymellon.com Minerva Rosario Tel: +1 212 815 4796 minerva.rosario@bnymellon.com Jenell Wilkie Tel: +1 212 815 4191 jenell.wilkie@bnymellon.com

About BNY Mellon BNY Mellon is a global financial services company focused on helping clients manage and service their financial assets, operating in 36 countries and serving more than 100 markets. BNY Mellon is a leading provider of financial services for institutions, corporations and high-net-worth individuals, providing superior asset management and wealth management, asset servicing, issuer services, clearing services and treasury services through a worldwide client-focused team. It has $24.4 trillion in assets under custody and administration and $1.14 trillion in assets under management, services $12.0 trillion in outstanding debt and processes global payments averaging $1.6 trillion per day. BNY Mellon is the corporate brand of The Bank of New York Mellon Corporation. Additional information is available at www.bnymellon.com. This information and data are provided for general informational purposes only. BNY Mellon does not warrant or guarantee the accuracy or completeness of, nor undertake to update or amend, this information or data. We provide no advice nor recommendation or endorsement with respect to any company or securities. Nothing herein shall be deemed to constitute an offer to sell or a solicitation of an offer to buy securities. Members FDIC. 2010 The Bank of New York Mellon Corporation. Services provided by BNY Mellon and its various subsidiaries. All rights reserved. Depositary Receipts: NOT FDIC, STATE OR FEDERAL AGENCY INSURED. MAY LOSE VALUE. NO BANK, STATE OR FEDERAL AGENCY GUARANTEE.