2012 AGM Season Review

THE AGM SEASON REVIEW 2012

Steve Banfield and Colin Clark

Client Relationship Directors

Computershare Investor Services PLC

27th September 2012

OVERVIEW Proxy Trends

› Electronic proxy appointments

› Electronic vs. paper voting

› Shareholder opposition

The ‘Shareholder Spring’

› Social media and shareholder activism

› The rise and rise of proxy advisors

Latest UK Developments

› Technology and legislation

The Global View

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PROXY TRENDS Percentage of issued share capital lodged as proxies

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ELECTRONIC PROXY APPOINTMENTS Percentage of clients offering electronic proxy facility

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ELECTRONIC VS. PAPER VOTING Percentage of shares voted paper vs. electronic

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REMUNERATION Opposition to remuneration resolutions across the FTSE100

Almost 5% rise in high levels of opposition

Over 6% rise in moderate levels of opposition

Over 11% reduction in low levels of opposition

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SOCIAL MEDIA AND SHAREHOLDER ACTIVISM: BE PREPARED

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Examples of tweets sent by @FairPensions this season:

WHICH SHAREHOLDERS VOTED?

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HOW DID THE PROXY ADVISORS RECOMMEND?

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TECHNOLOGY DEVELOPMENTS

Virtual Meetings

› Allowed under UK company law and technology available

› Virtual attendees retain same rights as if they were present

› Current lack of demand in the UK

› Adoption of virtual meetings in Europe (Denmark) and the US

› First entirely virtual meeting in the UK in 2013?

Handset voting

› Trends for voting differently on resolutions

› AGM votes should be fast, accurate and transparent

› 34 of the UK’s FTSE 100 use handset voting technology at their AGMs

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MOBILE VOTING AND QUICK RESPONSE CODES

› Smart phones increasingly used for accessing the internet

› eProxy votes received from mobile devices.

› Quick Response (QR) code added to AGM material

› Automatic connection to online proxy appointment system.

› QR codes already in use in Australia

› Due for launch across US and Europe for 2013

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UK LEGISLATION

In summary, the proposals will mean:

› Shareholders given binding vote on executive pay policy

› Shareholders given advisory vote on application of pay policy in the previous year

› Companies required to report on how they have implemented their pay policy

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Proposed package of reforms designed to “strengthen the hand of shareholders to challenge excessive pay.”

New rules apply to companies with year ends starting after October 2013

GLOBAL REVIEW

Proxy and meeting trends

› Attendance figures vary significantly - impacted by local change

› Increase in lodged proxy votes seen across the globe

› Electronic voting has increased vs. paper - exceptions due to local legislation

Emerging trends

› Virtual meetings - many countries adopted or adopting similar legislation to the UK

› Executive remuneration - sentiment echoed across the globe

› Australia ‘Two Strikes’ and US ‘Say on Pay’

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SUMMARY

› Activism is on the increase

› Voting levels are increasing, but still room to make more use of electronic channels

› UK not out of line with global trends

› Be mindful of the impact of Social Media and new technologies

› Understand the make up of your Register, the Voting Chain and the influence of Proxy Advisors

› Legislation is changing, so building trust between Issuers and Investors will be crucial to ensure Resolutions are passed

Questions?

THE AGM SEASON REVIEW 2012