| Proposal | Mgt rec | Vote | |
|---|---|---|---|
| Management proposals | |||
| 1 | Open Meeting | None | None |
| 2.a | Receive Director's Board Report (Non-Voting) | None | None |
| 2.b | Receive Explanation on Company's Reserves and Dividend Policy | None | None |
| 2.c | Approve Remuneration Report Vote rationale: The board is responsible for attracting the right CEO and setting appropriate remuneration. A substantial proportion of annual remuneration should be provided as shares that are locked in for five to ten years, regardless of resignation or retirement. The board should provide transparency on total remuneration to avoid unacceptable outcomes. The board should ensure that all benefits have a clear business rationale. Pensionable income should constitute a minor part of total remuneration. Global Voting Guidelines CEO remuneration | For | Against |
| 2.d | Adopt Financial Statements and Statutory Reports | For | For |
| 2.e | Approve Dividends of EUR 1.362 Per Share | For | For |
| 2.f | Approve Discharge of Directors | For | For |
| 3.a | Elect John Elkann as Executive Director | For | For |
| 3.b | Elect Benedetto Vigna as Executive Director | For | For |
| 3.c | Elect Piero Ferrari as Non-Executive Director | For | For |
| 3.d | Elect Delphine Arnault as Non-Executive Director | For | For |
| 3.e | Elect Francesca Bellettini as Non-Executive Director | For | For |
| 3.f | Elect Eduardo H. Cue as Non-Executive Director | For | For |
| 3.g | Elect Sergio Duca as Non-Executive Director | For | For |
| 3.h | Elect John Galantic as Non-Executive Director | For | For |
| 3.i | Elect Maria Patrizia Grieco as Non-Executive Director | For | For |
| 3.j | Elect Adam Keswick as Non-Executive Director Vote rationale: Board members should devote sufficient time to fulfil their responsibilities effectively. The chairperson is responsible for leading all aspects of the board’s work and should devote a significant amount of time to fulfil his or her responsibilities effectively. Board members should contribute to effective discussions and decision-making by attending all meetings. Global Voting Guidelines Time commitment of board members | For | Against |
| 4.1 | Appoint Ernst & Young Accountants LLP as Auditors for 2022 Financial Year | For | For |
| 4.2 | Appoint Deloitte Accountants B.V. as Auditors for 2023 Financial Year | For | For |
| 5.1 | Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital | For | For |
| 5.2 | Authorize Board to Exclude Preemptive Rights from Share Issuances | For | For |
| 5.3 | Grant Board Authority to Issue Special Voting Shares Vote rationale: All shareholders should have the right to vote on fundamental corporate decisions, and voting rights should be proportionate to cash flow rights. Any unequal voting rights should be time-limited and aligned with cash flow rights over time. Global Voting Guidelines Multiple share classes | For | Against |
| 6 | Authorize Repurchase of Up to 10 Percent of Issued Common Shares | For | For |
| 7 | Approve Awards to Executive Director | For | For |
| 8 | Close Meeting | None | None |
Disclaimer
This page contains certain information as to the voting intentions of Norges Bank in its role as manager of the Government Pension Fund Global. This disclosure is provided to promote transparency as to Norges Bank’s engagement with investee companies, and in view of its approach to responsible investing. Norges Bank’s voting intention is an internal decision and has not been agreed with any third party. Please note the following: