UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: |
811-22172
|
Exact name of registrant as specified in charter: |
World Funds Trust
|
Address of principal executive offices: |
8730 Stony Point Parkway, Suite 205 Richmond, VA 23235 |
Name and address of agent for service: |
The Corporation Trust Company 1209 Orange Street Wilmington, DE 19801 |
with a copy to: Practus, LLP 11300 Tomahawk Creek Parkway, Suite 310 Leawood, KS 66211 | |
Registrant's telephone number, including area code: | 800-267-7400 |
Date of fiscal year end: | March 31st |
Date of reporting period: | July 1, 2022 to June 30, 2023 |
Item 1. Proxy Voting Record.
OTG Latin America Fund -------------------------------------------------------------------------------------------------------------------------- AMBEV S.A. Agenda Number: 935826694 -------------------------------------------------------------------------------------------------------------------------- Security: 02319V103 Meeting Type: Annual Ticker: ABEV Meeting Date: 28-Apr-2023 ISIN: US02319V1035 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 analyze and approve the management accounts, with Mgmt For For examination, discussion and voting on the Company's financial statements related to the fiscal year ended December 31, 2022. 2 resolve on the allocation of the net profits for the Mgmt For For fiscal year ended December 31, 2022, pursuant to the Management Proposal. 3 approve the number of members of the Board of Mgmt For For Directors to 11 effective seats and 2 alternates, for a 3-year term, which will end at the Ordinary Shareholder's Meeting to be held in 2026, pursuant to the Management Proposal. 4AA Election of Effective Director for a term of 3 years, Mgmt For For as per the Management Proposal: Michel Dimitrios Doukeris 4AB Election of Effective Director for a term of 3 years, Mgmt For For as per the Management Proposal: Victorio Carlos De Marchi 4AC Election of Effective Director for a term of 3 years, Mgmt For For as per the Management Proposal: Milton Seligman 4AD Election of Effective Director for a term of 3 years, Mgmt For For as per the Management Proposal: Fabio Colleti Barbosa 4AE Election of Effective Director for a term of 3 years, Mgmt For For as per the Management Proposal: Fernando Mommensohn Tennenbaum 4AF Election of Effective Director for a term of 3 years, Mgmt For For as per the Management Proposal: Lia Machado de Matos 4AG Election of Effective Director for a term of 3 years, Mgmt For For as per the Management Proposal: Nelson José Jamel 4AH Election of Effective Director for a term of 3 years, Mgmt For For as per the Management Proposal: Carlos Eduardo Klutzenschell Lisboa 4AI Election of Effective Director for a term of 3 years, Mgmt For For as per the Management Proposal: Claudia Quintella Woods (Independent Member) 4AJ Election of Effective Director for a term of 3 years, Mgmt For For as per the Management Proposal: Marcos de Barros Lisboa (Independent Member) 4AK Election of Effective Director for a term of 3 years, Mgmt For For as per the Management Proposal: Luciana Pires Dias (Independent Member) 4BA Election of Alternate Director for a term of 3 years, Mgmt For For as per the Management Proposal: Ricardo Tadeu Almeida Cabral de Soares 4BB Election of Alternate Director for a term of 3 years, Mgmt For For as per the Management Proposal: David Henrique Galatro de Almeida 5 In case of the adoption of multiple voting, should the Mgmt For For votes regarding your shares be equally distributed for all the members you have chosen? If the shareholder chooses to "abstain" and the election occurs by the multiple voting process, his/her vote must be counted as an abstention in the respective resolution of the meeting. 6A1 Elect the effective and alternate members of the Mgmt For For Fiscal Council for a term in office of 1 year, which shall end on the Ordinary General Meeting to be held in 2024: Controller Slate - Fiscal Council: José Ronaldo Vilela Rezende, Elidie Palma Bifano, Emanuel Sotelino Schifferle (Alternate), Eduardo Rogatto Luque (Alternate) Please vote in one option only 6A1/6A2 or 6B. Voting in 6A and 6B will deem your vote invalid. 6A2 If one of the candidates that are part of the slate Mgmt For For fails to integrate it to accommodate the separate election, your votes may still be given to the chosen slate? Please vote in one option only 6A1/6A2 or 6B. Voting in 6A and 6B will deem your vote invalid. 6B Separate Election of the fiscal council - Candidates Mgmt Abstain Against nominated by minority shareholders Fabio de Oliveira Moser / Nilson Martiniano Moreira Please vote in one option only 6A1/6A2 or 6B. Voting in 6A and 6B will deem your vote invalid. 7 Establish the overall management compensation for the Mgmt For For fiscal year of 2023, pursuant to the Management Proposal. 8 establish the compensation of the members of the Mgmt For For Fiscal Council for the fiscal year of 2023, pursuant to the Management Proposal. E1A Amend the Company's Bylaws to: add item "r" of article Mgmt For For 3, to detail in the corporate purpose of the Company ancillary activities related to the main activities carried out by the Company. E1B Amend the Company's Bylaws to: amend the heading of Mgmt For For article 5, in order to reflect the capital increases approved by the Board of Directors up to the date of the AGOE, within the authorized capital limit. E1C Amend the Company's Bylaws to: Amend section 5 of Mgmt For For article 15, in order to adapt it to the provisions of CVM Resolution 80/22. E1D Amend the Company's Bylaws to: amend the wording of Mgmt For For item "c" of article 21, in order to clarify that all the Company's annual strategic long-term plans shall be approved by the Board of Directors. E2 consolidate the Company's Bylaws. Mgmt For For -------------------------------------------------------------------------------------------------------------------------- AMERICA MOVIL, S.A.B. DE C.V. Agenda Number: 935749361 -------------------------------------------------------------------------------------------------------------------------- Security: 02364W105 Meeting Type: Special Ticker: AMX Meeting Date: 20-Dec-2022 ISIN: US02364W1053 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management I Proposal to convert Series "L" shares, with limited Mgmt Abstain Against voting rights, into common shares of a new single Series, as well as presentation of the amendment to the Company's bylaws. Adoption of resolutions thereon. II Appointment of delegates to execute and, if Mgmt Abstain Against applicable, formalize the resolutions adopted by the meeting. Adoption of resolutions thereon. -------------------------------------------------------------------------------------------------------------------------- AMERICA MOVIL, S.A.B. DE C.V. SERIES B Agenda Number: 935818875 -------------------------------------------------------------------------------------------------------------------------- Security: 02390A101 Meeting Type: Annual Ticker: AMX Meeting Date: 14-Apr-2023 ISIN: US02390A1016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a The report of the Chief Executive Officer provided for Mgmt Abstain Against in Article 172 of the Mexican General Corporations Law (Ley General de Sociedades Mercantiles), and Section XI of Article 44 of the Mexican Securities Market Law (Ley del Mercado de Valores), together with the report of the external auditor, on the Company's operations and results during the year ended on December 31, 2022, and the opinion of the Board of Directors thereon. 1b The Board of Directors' report referred to in article Mgmt Abstain Against 172, paragraph (b) of the Mexican General Corporations Law (Ley General de Sociedades Mercantiles), on the principal accounting and information policies and criteria followed in connection with the preparation of the Company's financial information. 1c The Board of Directors' annual report, referred to in Mgmt Abstain Against Section IV (e) of Article 28 of the Mexican Securities Market Law (Ley del Mercado de Valores), on its activities for the year ended December 31, 2022. 1d The 2022 annual report on the activities of the Audit Mgmt Abstain Against and Corporate Practices Committee, referred to in Article 43 of the Mexican Securities Market Law (Ley del Mercado de Valores). 1e The Consolidated Financial Statements of the Company Mgmt Abstain Against for the year ended on December 31, 2022, including a proposal to pay a dividend from the Company's profit tax account (cuenta de utilidad fiscal) 1f The annual report on the Company's share repurchase Mgmt Abstain Against program for the year ended on December 31, 2022. 2a Approval, if applicable, of the Board of Directors and Mgmt Abstain Against Chief Executive Officer performance during the fiscal year 2022. 2ba Appoint member of the Board of Directors of the Mgmt Abstain Against Company: Carlos Slim Domit (Chairman) 2bb Appoint member of the Board of Directors of the Mgmt Abstain Against Company: Patrick Slim Domit (Cochairman) 2bc Appoint member of the Board of Directors of the Mgmt Abstain Against Company: Antonio Cosío Pando 2bd Appoint member of the Board of Directors of the Mgmt Abstain Against Company: Pablo Roberto González Guajardo 2be Appoint member of the Board of Directors of the Mgmt Abstain Against Company: Daniel Hajj Aboumrad 2bf Appoint member of the Board of Directors of the Mgmt Abstain Against Company: Vanessa Hajj Slim 2bg Appoint member of the Board of Directors of the Mgmt Abstain Against Company: David Ibarra Muñoz 2bh Appoint member of the Board of Directors of the Mgmt Abstain Against Company: Claudia Jañez Sánchez 2bi Appoint member of the Board of Directors of the Mgmt Abstain Against Company: Rafael Moisés Kalach Mizrahi 2bj Appoint member of the Board of Directors of the Mgmt Abstain Against Company: Francisco Medina Chávez 2bk Appoint member of the Board of Directors of the Mgmt Abstain Against Company: Gisselle Morán Jiménez 2bl Appoint member of the Board of Directors of the Mgmt Abstain Against Company: Luis Alejandro Soberón Kuri 2bm Appoint member of the Board of Directors of the Mgmt Abstain Against Company: Ernesto Vega Velasco 2bn Appoint member of the Board of Directors of the Mgmt Abstain Against Company: Oscar Von Hauske Solís 2bo Appoint member of the Board of Directors of the Mgmt Abstain Against Company: Alejandro Cantú Jimenez (Corporate Secretary non-member of the Board of Directors) 2bp Appoint member of the Board of Directors of the Mgmt Abstain Against Company: Rafael Robles Miaja (Corporate Pro-Secretary non-member of the Board of Directors) 2c Approval, if applicable, of the compensation to the Mgmt Abstain Against Board of Directors' members. Adoption of resolutions thereon. 3a Approval, if applicable, of the Executive Committee Mgmt Abstain Against performance during the fiscal year 2022. 3ba Appoint as member of the Executive Committee: Carlos Mgmt Abstain Against Slim Domit (Chairman) 3bb Appoint as member of the Executive Committee: Patrick Mgmt Abstain Against Slim Domit 3bc Appoint as member of the Executive Committee: Daniel Mgmt Abstain Against Hajj Aboumrad 3c Approval, if applicable, of their compensation. Mgmt Abstain Against Adoption of resolutions thereon. 4a Approval, if applicable, of the performance of the Mgmt Abstain Against Company's Corporate Practices Committee during the fiscal year 2022 4ba Appoint as member of the Company's Corporate Practices Mgmt Abstain Against Committee: Ernesto Vega Velasco (Chairman) 4bb Appoint as member of the Company's Corporate Practices Mgmt Abstain Against Committee: Pablo Roberto González Guajardo 4bc Appoint as member of the Company's Corporate Practices Mgmt Abstain Against Committee: Rafael Moisés Kalach Mizrahi 4c Approval, if applicable, of their compensation. Mgmt Abstain Against Adoption of resolutions thereon. 5 Submission and, if applicable, approval of a proposal Mgmt Abstain Against to determine the amount of resources to be allocated to the Company's share repurchase program. Adoption of resolutions thereon. 6 Appointment of delegates to execute, and if, Mgmt Abstain Against applicable, formalize the resolutions adopted by the meeting. Adoption of resolutions thereon. E1 Submission and if applicable, approval of a proposal Mgmt Abstain Against to cancel the Company's shares held by the Company as treasury shares and acquired pursuant to its share buyback program. Adoption of resolutions thereon. E2 Proposal to amend article six of the Company's bylaws Mgmt Abstain Against in order to implement the resolutions adopted, if the case, in relation with the proposal to cancel the Company's shares held by the Company as treasury shares and acquired pursuant to its share buyback program. Adoption of resolutions thereon. E3 Appointment of delegates to execute, and if, Mgmt Abstain Against applicable, formalize the resolutions adopted by the meeting. Adoption of resolutions thereon. -------------------------------------------------------------------------------------------------------------------------- AMERICA MOVIL, S.A.B. DE C.V. SERIES B Agenda Number: 935811489 -------------------------------------------------------------------------------------------------------------------------- Security: 02390A101 Meeting Type: Annual Ticker: AMX Meeting Date: 14-Apr-2023 ISIN: US02390A1016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a The report of the Chief Executive Officer provided for Mgmt No vote Not applicable in Article 172 of the Mexican General Corporations Law (Ley General de Sociedades Mercantiles), and Section XI of Article 44 of the Mexican Securities Market Law (Ley del Mercado de Valores), together with the report of the external auditor, on the Company's operations and results during the year ended on December 31, 2022, and the opinion of the Board of Directors thereon. 1b The Board of Directors' report referred to in article Mgmt No vote Not applicable 172, paragraph (b) of the Mexican General Corporations Law (Ley General de Sociedades Mercantiles), on the principal accounting and information policies and criteria followed in connection with the preparation of the Company's financial information. 1c The Board of Directors' annual report, referred to in Mgmt No vote Not applicable Section IV (e) of Article 28 of the Mexican Securities Market Law (Ley del Mercado de Valores), on its activities for the year ended December 31, 2022. 1d The 2022 annual report on the activities of the Audit Mgmt No vote Not applicable and Corporate Practices Committee, referred to in Article 43 of the Mexican Securities Market Law (Ley del Mercado de Valores). 1e The Consolidated Financial Statements of the Company Mgmt No vote Not applicable for the year ended on December 31, 2022, including a proposal to pay a dividend from the Company's profit tax account (cuenta de utilidad fiscal) 1f The annual report on the Company's share repurchase Mgmt No vote Not applicable program for the year ended on December 31, 2022. 2a Approval, if applicable, of the Board of Directors and Mgmt No vote Not applicable Chief Executive Officer performance during the fiscal year 2022. 2ba Appoint member of the Board of Directors of the Mgmt No vote Not applicable Company: Carlos Slim Domit (Chairman) 2bb Appoint member of the Board of Directors of the Mgmt No vote Not applicable Company: Patrick Slim Domit (Cochairman) 2bc Appoint member of the Board of Directors of the Mgmt No vote Not applicable Company: Antonio Cosío Pando 2bd Appoint member of the Board of Directors of the Mgmt No vote Not applicable Company: Pablo Roberto González Guajardo 2be Appoint member of the Board of Directors of the Mgmt No vote Not applicable Company: Daniel Hajj Aboumrad 2bf Appoint member of the Board of Directors of the Mgmt No vote Not applicable Company: Vanessa Hajj Slim 2bg Appoint member of the Board of Directors of the Mgmt No vote Not applicable Company: David Ibarra Muñoz 2bh Appoint member of the Board of Directors of the Mgmt No vote Not applicable Company: Claudia Jañez Sánchez 2bi Appoint member of the Board of Directors of the Mgmt No vote Not applicable Company: Rafael Moisés Kalach Mizrahi 2bj Appoint member of the Board of Directors of the Mgmt No vote Not applicable Company: Francisco Medina Chávez 2bk Appoint member of the Board of Directors of the Mgmt No vote Not applicable Company: Gisselle Morán Jiménez 2bl Appoint member of the Board of Directors of the Mgmt No vote Not applicable Company: Luis Alejandro Soberón Kuri 2bm Appoint member of the Board of Directors of the Mgmt No vote Not applicable Company: Ernesto Vega Velasco 2bn Appoint member of the Board of Directors of the Mgmt No vote Not applicable Company: Oscar Von Hauske Solís 2bo Appoint member of the Board of Directors of the Mgmt No vote Not applicable Company: Alejandro Cantú Jimenez (Corporate Secretary non-member of the Board of Directors) 2bp Appoint member of the Board of Directors of the Mgmt No vote Not applicable Company: Rafael Robles Miaja (Corporate Pro-Secretary non-member of the Board of Directors) 2c Approval, if applicable, of the compensation to the Mgmt No vote Not applicable Board of Directors' members. Adoption of resolutions thereon. 3a Approval, if applicable, of the Executive Committee Mgmt No vote Not applicable performance during the fiscal year 2022. 3ba Appoint as member of the Executive Committee: Carlos Mgmt No vote Not applicable Slim Domit (Chairman) 3bb Appoint as member of the Executive Committee: Patrick Mgmt No vote Not applicable Slim Domit 3bc Appoint as member of the Executive Committee: Daniel Mgmt No vote Not applicable Hajj Aboumrad 3c Approval, if applicable, of their compensation. Mgmt No vote Not applicable Adoption of resolutions thereon. 4a Approval, if applicable, of the performance of the Mgmt No vote Not applicable Company's Corporate Practices Committee during the fiscal year 2022 4ba Appoint as member of the Company's Corporate Practices Mgmt No vote Not applicable Committee: Ernesto Vega Velasco (Chairman) 4bb Appoint as member of the Company's Corporate Practices Mgmt No vote Not applicable Committee: Pablo Roberto González Guajardo 4bc Appoint as member of the Company's Corporate Practices Mgmt No vote Not applicable Committee: Rafael Moisés Kalach Mizrahi 4c Approval, if applicable, of their compensation. Mgmt No vote Not applicable Adoption of resolutions thereon. 5 Submission and, if applicable, approval of a proposal Mgmt No vote Not applicable to determine the amount of resources to be allocated to the Company's share repurchase program. Adoption of resolutions thereon. 6 Appointment of delegates to execute, and if, Mgmt No vote Not applicable applicable, formalize the resolutions adopted by the meeting. Adoption of resolutions thereon. E1 Submission and if applicable, approval of a proposal Mgmt No vote Not applicable to cancel the Company's shares held by the Company as treasury shares and acquired pursuant to its share buyback program. Adoption of resolutions thereon. E2 Proposal to amend article six of the Company's bylaws Mgmt No vote Not applicable in order to implement the resolutions adopted, if the case, in relation with the proposal to cancel the Company's shares held by the Company as treasury shares and acquired pursuant to its share buyback program. Adoption of resolutions thereon. E3 Appointment of delegates to execute, and if, Mgmt No vote Not applicable applicable, formalize the resolutions adopted by the meeting. Adoption of resolutions thereon. -------------------------------------------------------------------------------------------------------------------------- BANCO BRADESCO S A Agenda Number: 935771685 -------------------------------------------------------------------------------------------------------------------------- Security: 059460303 Meeting Type: Annual Ticker: BBD Meeting Date: 10-Mar-2023 ISIN: US0594603039 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Election of the Fiscal Council: Candidates appointed Mgmt For For by preferred shareholders - Separate election: Ava Cohn / Paulo Henrique Andolhe -------------------------------------------------------------------------------------------------------------------------- CEMEX, S.A.B. DE C.V. Agenda Number: 935778677 -------------------------------------------------------------------------------------------------------------------------- Security: 151290889 Meeting Type: Annual Ticker: CX Meeting Date: 23-Mar-2023 ISIN: US1512908898 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 PRESENTATION OF THE CHIEF EXECUTIVE OFFICER'S REPORT, Mgmt For For INCLUDING CEMEX'S FINANCIAL STATEMENTS, RESULTS OF OPERATIONS, REPORT OF CASH FLOW AND VARIATIONS OF CAPITAL STOCK, AND PRESENTATION OF THE BOARD OF DIRECTORS' REPORT, FOR THE FISCAL YEAR 2022, AS REQUIRED BY THE MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES); AND, AFTER HEARING THE OPINION OF THE BOARD OF DIRECTORS AS TO THE REPORTS BY THE CHIEF EXECUTIVE OFFICER, THE AUDIT, CORPORATE PRACTICES AND FINANCE, AND SUSTAINABILITY ...(due to space limits, see proxy material for full proposal). 2 PROPOSAL OF ALLOCATION OF PROFITS FOR THE FISCAL YEAR Mgmt For For ENDED DECEMBER 31, 2022. 3 PRESENTATION OF THE BOARD OF DIRECTORS' REPORT ON THE Mgmt For For PROCEDURES AND APPROVALS PURSUANT TO WHICH THE REPURCHASE OF CEMEX'S SHARES WAS INSTRUCTED FOR THE 2022 FISCAL YEAR. 4 THE PROPOSAL TO DETERMINE THE AMOUNT OF A RESERVE FOR Mgmt For For THE ACQUISITION OF CEMEX'S SHARES OR OTHER INSTRUMENTS REPRESENTING SUCH SHARES. 5 PROPOSALS TO DECREASE THE CAPITAL STOCK IN ITS Mgmt For For VARIABLE PART BY CANCELING THE CEMEX SHARES REPURCHASED IN 2022 UNDER CEMEX'S SHARE REPURCHASE PROGRAM. 6A Election to the Board of Director: Rogelio Zambrano Mgmt Abstain Against Lozano (as Chairman) 6B Election to the Board of Director: Fernando A. Mgmt Abstain Against González Olivieri (as Member) 6C Election to the Board of Director: Marcelo Zambrano Mgmt Abstain Against Lozano (as Member) 6D Election to the Board of Director: Armando J. García Mgmt Abstain Against Segovia (as Member) 6E Election to the Board of Director: Rodolfo García Mgmt Abstain Against Muriel (as Member) 6F Election to the Board of Director: Francisco Javier Mgmt Abstain Against Fernández Carbajal (as Member) 6G Election to the Board of Director: Armando Garza Sada Mgmt Abstain Against (as Member) 6H Election to the Board of Director: David Martínez Mgmt Abstain Against Guzmán (as Member) 6I Election to the Board of Director: Everardo Elizondo Mgmt Abstain Against Almaguer (as Member) 6J Election to the Board of Director: Ramiro Gerardo Mgmt Abstain Against Villarreal Morales (as Member) 6K Election to the Board of Director: Gabriel Jaramillo Mgmt Abstain Against Sanint (as Member) 6L Election to the Board of Director: Isabel María Mgmt Abstain Against Aguilera Navarro (as Member) 6M Election to the Board of Director: María de Lourdes Mgmt Abstain Against Melgar Palacios (as Member) 6N Election to the Board of Director: Roger Saldaña Mgmt Abstain Against Madero (as Secretary) 7A APPOINTMENT TO THE AUDIT COMMITTEE: Everardo Elizondo Mgmt Abstain Against Almaguer (as President) 7B APPOINTMENT TO THE AUDIT COMMITTEE: Francisco Javier Mgmt Abstain Against Fernández Carbajal (as Member) 7C APPOINTMENT TO THE AUDIT COMMITTEE: Gabriel Jaramillo Mgmt Abstain Against Sanint (as Member) 7D APPOINTMENT TO THE AUDIT COMMITTEE: Roger Saldaña Mgmt Abstain Against Madero (as Secretary) 8A APPOINTMENT TO THE CORPORATE PRACTICES AND FINANCE Mgmt Abstain Against COMMITTEE: Francisco Javier Fernández Carbajal (as President) 8B APPOINTMENT TO THE CORPORATE PRACTICES AND FINANCE Mgmt Abstain Against COMMITTEE: Rodolfo García Muriel (as Member) 8C APPOINTMENT TO THE CORPORATE PRACTICES AND FINANCE Mgmt Abstain Against COMMITTEE: Armando Garza Sada (as Member) 8D APPOINTMENT TO THE CORPORATE PRACTICES AND FINANCE Mgmt Abstain Against COMMITTEE: Roger Saldaña Madero (as Secretary) 9A APPOINTMENT TO THE SUSTAINABILITY, CLIMATE ACTION, Mgmt Abstain Against SOCIAL IMPACT, AND DIVERSITY COMMITTEE: Armando J. García Segovia (as President) 9B APPOINTMENT TO THE SUSTAINABILITY, CLIMATE ACTION, Mgmt Abstain Against SOCIAL IMPACT, AND DIVERSITY COMMITTEE: Marcelo Zambrano Lozano (as Member) 9C APPOINTMENT TO THE SUSTAINABILITY, CLIMATE ACTION, Mgmt Abstain Against SOCIAL IMPACT, AND DIVERSITY COMMITTEE: Isabel María Aguilera Navarro (as Member) 9D APPOINTMENT TO THE SUSTAINABILITY, CLIMATE ACTION, Mgmt Abstain Against SOCIAL IMPACT, AND DIVERSITY COMMITTEE: María de Lourdes Melgar Palacios (as Member) 9E APPOINTMENT TO THE SUSTAINABILITY, CLIMATE ACTION, Mgmt Abstain Against SOCIAL IMPACT, AND DIVERSITY COMMITTEE: Roger Saldaña Madero (as Secretary) 10 COMPENSATION OF THE MEMBERS OF THE BOARD OF DIRECTORS Mgmt For For AND OF THE AUDIT, CORPORATE PRACTICES AND FINANCE, AND SUSTAINABILITY, CLIMATE ACTION, SOCIAL IMPACT, AND DIVERSITY COMMITTEES. 11 APPOINTMENT OF DELEGATES TO FORMALIZE THE RESOLUTIONS Mgmt For For ADOPTED AT THE MEETING. -------------------------------------------------------------------------------------------------------------------------- CODERE ONLINE LUXEMBOURG S.A. Agenda Number: 935884812 -------------------------------------------------------------------------------------------------------------------------- Security: L18268109 Meeting Type: Annual Ticker: CDRO Meeting Date: 22-Jun-2023 ISIN: LU2405144788 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 2. Presentation and approval of the statutory annual Mgmt No vote Not applicable accounts of the Company for the financial year ended 31 December 2022. 3. Allocation of the financial results in relation to the Mgmt No vote Not applicable financial year ended 31 December 2022. 4. Discharge to be granted to the statutory auditor Mgmt No vote Not applicable (commissaire aux comptes) of the Company, Mr. Michel Lecoq, in respect of the performance of his duties during the financial year ended 31 December 2022. 5. Discharge to be granted to Mr. Patrick Joseph Ramsey Mgmt No vote Not applicable in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2022. 6. Discharge to be granted to Mr. Moshe Edree in respect Mgmt No vote Not applicable of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2022. 7. Discharge to be granted to Mr. Oscar Iglesias Sanchez Mgmt No vote Not applicable in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2022. 8. Discharge to be granted to Mr. Laurent Teitgen in Mgmt No vote Not applicable respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2022. 9. Discharge to be granted to Mr. Daniel Valdez in Mgmt No vote Not applicable respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2022. 10. Discharge to be granted to Dr. Martin M. Werner in Mgmt No vote Not applicable respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2022. 11. Discharge to be granted to Mr. Borja Fernández Espejel Mgmt No vote Not applicable in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2022. 12. Discharge to be granted to Mr. Alejandro Rodino in Mgmt No vote Not applicable respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2022. 13. Decision to appoint with immediate effect Mr. Patrick Mgmt No vote Not applicable Joseph Ramsey to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2024 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2023. 14. Decision to appoint with immediate effect Mr. Moshe Mgmt No vote Not applicable Edree to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2024 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2023. 15. Decision to appoint with immediate effect Mr. Laurent Mgmt No vote Not applicable Teitgen to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2024 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2023. 16. Decision to appoint with immediate effect Mr. Daniel Mgmt No vote Not applicable Valdez to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2024 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2023. 17. Decision to appoint with immediate effect Dr. Martin Mgmt No vote Not applicable M. Werner to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2024 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2023. 18. Decision to appoint with immediate effect Mr. Borja Mgmt No vote Not applicable Fernández Espejel to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2024 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2023. 19. Decision to appoint with immediate effect Ms. Michal Mgmt No vote Not applicable Elimelech to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2024 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2023. 20. Decision to authorise the payment of a maximum amount Mgmt No vote Not applicable of EUR 500,000.- (excluding VAT) per annum by the Company as aggregate remuneration to the Directors for the performance of their respective mandates for the Company until the annual general meeting of the shareholders of the Company to be held in 2024. 21. If amendments or new resolutions were to be presented, Mgmt No vote Not applicable I irrevocably give power to Patrick Ramsey, chairman of the board of directors of the Company (the "Representative") to vote in my name and on my behalf as he may in his sole discretion deem fit. Mark "for" = yes or "against" = no. -------------------------------------------------------------------------------------------------------------------------- COMPANHIA BRASILEIRA DE DISTRIBUICAO Agenda Number: 935745616 -------------------------------------------------------------------------------------------------------------------------- Security: 20440T300 Meeting Type: Special Ticker: CBD Meeting Date: 16-Dec-2022 ISIN: US20440T3005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1) Appointment of the Co-Vice Chairman of the Board of Mgmt For For Directors, pursuant to article 13, paragraph 3rd, of the Bylaws of the Company. 2) Ratify the hiring of Magalhães Andrade S/S Auditores Mgmt For For Independentes, as the expert company responsible for the elaboration of the appraisal report of the net equity of James Intermediação de Negócios Ltda. ("James") to be merged into the Company, on the base date of September 30, 2022 ("Merger Appraisal Report"). 3) Approve the Merger Appraisal Report. Mgmt For For 4) Approve the merger proposal into the Company of its Mgmt For For subsidiary, James, in the terms and conditions described in the "Merger Protocol and Justification of James", executed by the management of the Company and James. -------------------------------------------------------------------------------------------------------------------------- COMPANHIA BRASILEIRA DE DISTRIBUICAO Agenda Number: 935761507 -------------------------------------------------------------------------------------------------------------------------- Security: 20440T300 Meeting Type: Special Ticker: CBD Meeting Date: 14-Feb-2023 ISIN: US20440T3005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1) To approve the Company's capital increase in the Mgmt For For amount of Two Billion, Six Hundred and Five Million, Three Hundred and Ninety- Seven Thousand, Seven Hundred and Seventy-Six Brazilian Reais and Forty-Three cents (R$2,605,397,776.43), by means of the capitalization of reserves, without the issuance of new stocks, pursuant to article 169, of Law No. 6,404, of December 15, 1976 ("Brazilian Corporate Law"). 2) To approve the Company's capital decrease, pursuant to Mgmt For For article 173 of the Brazilian Corporate Law, by Seven Billion, One Hundred and Thirty-Three Million, Four Hundred and Four Thousand, Three Hundred and Seventy-Two Brazilian Reais and Seventy-One cents (R$7,133,404,372.71), keeping the number of shares unchanged, through the delivery of common stocks issued by Almacenes Éxito S. A. ("Éxito"), owned by the Company to its stockholders, in proportion to the number of respective equity ...(due to space limits, see proxy material for full proposal). 3) To approve the amendment to article 8 of the By-laws Mgmt For For so as to provide that the Company's General Meetings will be convened and presided over by any member of the Board of Directors or the Company's Management Board, or, further, by employees of the Company who hold positions as officers, even if not set out in By-laws, who will choose, among those members present, someone to serve as secretary. 4) To approve the amendment to article 8, item "x", of Mgmt For For the By-laws to replace members of the Board of Directors and the Management Board by management and include the power to set the remuneration of the Supervisory Board, if convened. 5) To approve the amendment to article 13, third Mgmt For For paragraph, of the By-laws to provide that the replacement of the positions of Co- Vice-Chairman of the Company's Board of Directors will be decided by the Board of Directors. 6) To approve the amendment to article 28, second Mgmt For For paragraph, of the By-laws so as to provide that the representation of the Company in acts implying the acquisition, encumbrance, or disposal of assets, including real estate, may be performed by any two officers or by an officer and one attorney-in-fact, not restricted to the Chief Executive Officer. 7) To approve the amendment to article 32, fourth Mgmt For For paragraph, of the By-laws in order to clarify that the Board of Directors, ad referendum of the General Meeting, may approve payments of interest on equity. 8) To approve the amendment to article 33 of the By-laws Mgmt For For in order to exclude the term for payment of dividends and/or interest on equity, and such term will be resolved by the competent corporate body when such distribution is approved. 9) To approve the consolidation of the Company's By-laws Mgmt For For to reflect the amendments proposed above. 10) Reallocation of the amount of two hundred and Mgmt For For thirty-four million, eight hundred and fifty-nine thousand, two hundred and thirty-nine Brazilian reais and fifty-four cents(R$ 234,859,239.54), arising from tax incentives granted to the Company in the years 2017 to 2021, initially allocated to the Expansion Reserve provided for in the Companys Bylaws, to the Tax Incentives Reserve, provided for in article 195-A of Brazilian Corporate Law. -------------------------------------------------------------------------------------------------------------------------- COMPANHIA BRASILEIRA DE DISTRIBUICAO Agenda Number: 935807769 -------------------------------------------------------------------------------------------------------------------------- Security: 20440T300 Meeting Type: Annual Ticker: CBD Meeting Date: 26-Apr-2023 ISIN: US20440T3005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Review of the management's accounts, as well as Mgmt For For examination, discussion and voting of the Company's management Report and Financial Statements for the fiscal year ended December 31, 2022. 2. Determination of the annual global compensation of the Mgmt For For members of Company's management and Company's fiscal council, in case the Shareholders request its installation. -------------------------------------------------------------------------------------------------------------------------- FOMENTO ECONOMICO MEXICANO S.A.B. DE CV Agenda Number: 935776180 -------------------------------------------------------------------------------------------------------------------------- Security: 344419106 Meeting Type: Annual Ticker: FMX Meeting Date: 31-Mar-2023 ISIN: US3444191064 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management E1. Proposal, discussion and, if applicable, approval of Mgmt No vote Not applicable an amendment to Article 25 of the Company's By-laws, in relation with a reduction to the minimum number of directors to be appointed by the Series "B" shareholders. E2. Appointment of delegates for the formalization of the Mgmt No vote Not applicable resolutions adopted by the Meeting. E3. Reading and, if applicable, approval of the Meeting's Mgmt No vote Not applicable minutes. 1. Report of the chief executive officer of the Company, Mgmt No vote Not applicable which includes the financial statements of the Company for the 2022 fiscal year; opinion of the Board of Directors of the Company regarding the content of the report of the chief executive officer; report of the Board of Directors of the Company regarding the main policies and accounting and information criteria applied during the preparation of the Company's financial information, and the reports of the chairmen ...(due to space limits, see proxy material for full proposal). 2. Application of the results for the 2022 fiscal year of Mgmt No vote Not applicable the Company, which will include a dividends declaration and payment in cash, in Mexican pesos. 3. Determination of the maximum amount to be allocated Mgmt No vote Not applicable for the Company's stock repurchase fund. 4a. Election of the member of the Board of Director Mgmt No vote Not applicable (Series "B"): José Antonio Fernández Carbajal 4b. Election of the member of the Board of Director Mgmt No vote Not applicable (Series "B"): Eva Maria Garza Lagüera Gonda 4c. Election of the member of the Board of Director Mgmt No vote Not applicable (Series "B"): Paulina Garza Lagüera Gonda 4d. Election of the member of the Board of Director Mgmt No vote Not applicable (Series "B"): Francisco José Calderón Rojas 4e. Election of the member of the Board of Director Mgmt No vote Not applicable (Series "B"): Alfonso Garza Garza 4f. Election of the member of the Board of Director Mgmt No vote Not applicable (Series "B"): Bertha Paula Michel González 4g. Election of the member of the Board of Director Mgmt No vote Not applicable (Series "B"): Alejandro Bailléres Gual 4h. Election of the member of the Board of Director Mgmt No vote Not applicable (Series "B"): Bárbara Garza Lagüera Gonda 4i. Election of the member of the Board of Director Mgmt No vote Not applicable (Series "B"): Enrique F. Senior Hernández 4j. Election of the member of the Board of Director Mgmt No vote Not applicable (Series "B"): Michael Larson 4k. Election of the member of the Board of Director Mgmt No vote Not applicable (Series "D"): Ricardo E. Saldívar Escajadillo 4l. Election of the member of the Board of Director Mgmt No vote Not applicable (Series "D"): Alfonso González Migoya 4m. Election of the member of the Board of Director Mgmt No vote Not applicable (Series "D"): Víctor Alberto Tiburcio Celorio 4n. Election of the member of the Board of Director Mgmt No vote Not applicable (Series "D"): Daniel Alegre 4o Election of the member of the Board of Director Mgmt No vote Not applicable (Series "D"): Gibu Thomas 4p. Election of the member of the Board of Director Mgmt No vote Not applicable (Series "D" Alternate): Michael Kahn 4q. Election of the member of the Board of Director Mgmt No vote Not applicable (Series "D" Alternate): Francisco Zambrano Rodríguez 4r. Election of the member of the Board of Director Mgmt No vote Not applicable (Series "D" Alternate): Jaime A. El Koury 5. Resolution with respect to the remuneration of the Mgmt No vote Not applicable members of the Board of Directors, qualification of their independence, and election of the chairman and secretaries of the Board of Directors. 6. Election of members of the following Committees of the Mgmt No vote Not applicable Company: (i) Operation and Strategy, (ii) Audit, and (iii) Corporate Practices and Nominations; appointment of each of their respective chairman, and resolution with respect to their remuneration. 7. Appointment of delegates for the formalization of the Mgmt No vote Not applicable Meeting's resolutions. 8. Reading and, if applicable, approval of the Meeting's Mgmt No vote Not applicable minutes. -------------------------------------------------------------------------------------------------------------------------- GLOBANT S.A. Agenda Number: 935794974 -------------------------------------------------------------------------------------------------------------------------- Security: L44385109 Meeting Type: Annual Ticker: GLOB Meeting Date: 19-Apr-2023 ISIN: LU0974299876 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 2. Approval of the consolidated accounts of the Company Mgmt For For prepared under EU IFRS and IFRS as of and for the financial year ended December 31, 2022. 3. Approval of the Company's annual accounts under LUX Mgmt For For GAAP as of and for the financial year ended December 31, 2022. 4. Allocation of results for the financial year ended Mgmt For For December 31, 2022. 5. Vote on discharge (quitus) of the members of the Board Mgmt For For of Directors for the proper exercise of their mandate during the financial year ended December 31, 2022. 6. Approval of the cash and share based compensation Mgmt For For payable to the non-executive members of the Board of Directors for the financial year ending on December 31, 2023. 7. Appointment of PricewaterhouseCoopers, Société Mgmt For For coopérative, as independent auditor for the annual accounts and the EU IFRS consolidated accounts of the Company for the financial year ending on December 31, 2023. 8. Appointment of Price Waterhouse & Co. S.R.L. as Mgmt For For independent auditor for the IFRS consolidated accounts of the Company for the financial year ending on December 31, 2023. 9. Re-appointment of Mrs. Linda Rottenberg as member of Mgmt For For the Board of Directors for a term ending on the date of the Annual General Meeting of Shareholders of the Company to be held in 2026. 10. Re-appointment of Mr. Martín Umaran as member of the Mgmt For For Board of Directors for a term ending on the date of the Annual General Meeting of Shareholders of the Company to be held in 2026. 11. Re-appointment of Mr. Guibert Englebienne as member of Mgmt For For the Board of Directors for a term ending on the date of the Annual General Meeting of Shareholders of the Company to be held in 2026. E1. Approval of the increase in the authorized capital of Mgmt For For the Company and subsequent amendments to the Articles of Association. -------------------------------------------------------------------------------------------------------------------------- MICROSOFT CORPORATION Agenda Number: 935722567 -------------------------------------------------------------------------------------------------------------------------- Security: 594918104 Meeting Type: Annual Ticker: MSFT Meeting Date: 13-Dec-2022 ISIN: US5949181045 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Reid G. Hoffman Mgmt No vote Not applicable 1b. Election of Director: Hugh F. Johnston Mgmt No vote Not applicable 1c. Election of Director: Teri L. List Mgmt No vote Not applicable 1d. Election of Director: Satya Nadella Mgmt No vote Not applicable 1e. Election of Director: Sandra E. Peterson Mgmt No vote Not applicable 1f. Election of Director: Penny S. Pritzker Mgmt No vote Not applicable 1g. Election of Director: Carlos A. Rodriguez Mgmt No vote Not applicable 1h. Election of Director: Charles W. Scharf Mgmt No vote Not applicable 1i. Election of Director: John W. Stanton Mgmt No vote Not applicable 1j. Election of Director: John W. Thompson Mgmt No vote Not applicable 1k. Election of Director: Emma N. Walmsley Mgmt No vote Not applicable 1l. Election of Director: Padmasree Warrior Mgmt No vote Not applicable 2. Advisory vote to approve named executive officer Mgmt No vote Not applicable compensation 3. Ratification of the Selection of Deloitte & Touche LLP Mgmt No vote Not applicable as our Independent Auditor for Fiscal Year 2023 4. Shareholder Proposal - Cost/Benefit Analysis of Shr No vote Not applicable Diversity and Inclusion 5. Shareholder Proposal - Report on Hiring of Persons Shr No vote Not applicable with Arrest or Incarceration Records 6. Shareholder Proposal - Report on Investment of Shr No vote Not applicable Retirement Funds in Companies Contributing to Climate Change 7. Shareholder Proposal - Report on Government Use of Shr No vote Not applicable Microsoft Technology 8. Shareholder Proposal - Report on Development of Shr No vote Not applicable Products for Military 9. Shareholder Proposal - Report on Tax Transparency Shr No vote Not applicable -------------------------------------------------------------------------------------------------------------------------- NEXTERA ENERGY, INC. Agenda Number: 935808696 -------------------------------------------------------------------------------------------------------------------------- Security: 65339F101 Meeting Type: Annual Ticker: NEE Meeting Date: 18-May-2023 ISIN: US65339F1012 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Nicole S. Arnaboldi Mgmt For For 1b. Election of Director: Sherry S. Barrat Mgmt For For 1c. Election of Director: James L. Camaren Mgmt For For 1d. Election of Director: Kenneth B. Dunn Mgmt For For 1e. Election of Director: Naren K. Gursahaney Mgmt For For 1f. Election of Director: Kirk S. Hachigian Mgmt For For 1g. Election of Director: John W. Ketchum Mgmt For For 1h. Election of Director: Amy B. Lane Mgmt For For 1i. Election of Director: David L. Porges Mgmt For For 1j. Election of Director: Deborah "Dev" Stahlkopf Mgmt For For 1k. Election of Director: John A. Stall Mgmt For For 1l. Election of Director: Darryl L. Wilson Mgmt For For 2. Ratification of appointment of Deloitte & Touche LLP Mgmt For For as NextEra Energy's independent registered public accounting firm for 2023 3. Approval, by non-binding advisory vote, of NextEra Mgmt For For Energy's compensation of its named executive officers as disclosed in the proxy statement 4. Non-Binding advisory vote on whether NextEra Energy Mgmt 1 Year For should hold a non-binding shareholder advisory vote to approve NextEra Energy's compensation of its named executive officers every 1, 2 or 3 years 5. A proposal entitled "Board Skills Disclosure" Shr Against For requesting a chart of individual board skills -------------------------------------------------------------------------------------------------------------------------- NU HOLDINGS LTD. Agenda Number: 935702262 -------------------------------------------------------------------------------------------------------------------------- Security: G6683N103 Meeting Type: Annual Ticker: NU Meeting Date: 21-Sep-2022 ISIN: KYG6683N1034 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To resolve, as an ordinary resolution, that the Mgmt No vote Not applicable Company's audited financial statements and the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2021 be approved and ratified. 2. To resolve, as an ordinary resolution, that the Mgmt No vote Not applicable reelection of the individuals listed from "a" to "h" below and the election of the individual listed at "i" below, as directors of the Company (the "Nominees"), be approved: a. David Velez Osorno; b. Douglas Mauro Leone; c. Anita Mary Sands; d. Daniel Krepel Goldberg; e. Luis Alberto Moreno Mejia; f. Jacqueline Dawn Reses; g. Rogerio Paulo Calderon Peres; h. Muhtar Ahmet Kent; and i. Thuan Quang Pham. -------------------------------------------------------------------------------------------------------------------------- PAGSEGURO DIGITAL LTD. Agenda Number: 935859768 -------------------------------------------------------------------------------------------------------------------------- Security: G68707101 Meeting Type: Annual Ticker: PAGS Meeting Date: 26-May-2023 ISIN: KYG687071012 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Re-Election of Director: Luis Frias Mgmt No vote Not applicable 1b. Re-Election of Director: Maria Judith de Brito Mgmt No vote Not applicable 1c. Re-Election of Director: Eduardo Alcaro Mgmt No vote Not applicable 1d. Re-Election of Director: Maria Carolina Lacerda Mgmt No vote Not applicable 1e. Re-Election of Director: Cleveland Prates Teixeira Mgmt No vote Not applicable 1f. Re-Election of Director: Marcia Nogueira de Mello Mgmt No vote Not applicable 2. To receive and adopt the consolidated financial Mgmt No vote Not applicable statements for the year ended December 31, 2022, together with the auditor's report, as filed with the U.S. Securities and Exchange Commission in the Company's Annual Report on Form 20-F on or around April 20, 2023. 3. To approve the ratification of a Long-Term Incentive Mgmt No vote Not applicable Plan (the "LTIP Goals") in the form approved by the directors and as filed with the U.S. Securities and Exchange Commission in the Company's Annual Report on Form 20-F on or around April 20, 2023, subject to the number of Class A Common Shares granted under the LTIP Goals in any financial year not exceeding one percent of the total issued and outstanding Class A Common Shares of the Company in any such year. 4. To ratify and confirm all actions taken by the Mgmt No vote Not applicable directors and officers of the Company in relation to the business of the Company during the financial year ended December 31, 2022, and up to the date of the Annual General Meeting of the Company. -------------------------------------------------------------------------------------------------------------------------- PETROLEO BRASILEIRO S.A. - PETROBRAS Agenda Number: 935697106 -------------------------------------------------------------------------------------------------------------------------- Security: 71654V408 Meeting Type: Special Ticker: PBR Meeting Date: 19-Aug-2022 ISIN: US71654V4086 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Gileno Gurjão Barreto, Caio Mario Paes de Andrade, Mgmt Abstain Against Edison Antonio Costa Britto Garcia, Iêda Aparecida de Moura Cagni, Márcio Andrade Weber, Ruy Flaks Schneider 2. If one of the candidates that composes your chosen Mgmt Abstain Against slate leaves it,can the votes corresponding to your shares continue to be conferredon the same slate? 3. Do you wish to request the cumulative voting for the Mgmt Abstain Against election of the board of directors, under the terms of art. 141 of Law 6,404, of 1976? (If the shareholder chooses no or abstain, his/her shares will not be computed for the request of the cumulative voting request). 4. DIRECTOR Gileno Gurjão Barreto Mgmt For For Caio M. P. de Andrade Mgmt For For Edison A. C. B. Garcia Mgmt For For Iêda A. de Moura Cagni Mgmt For For Márcio Andrade Weber Mgmt For For Ruy Flaks Schneider Mgmt For For José João Abdalla Filho Mgmt For For Marcelo G. da Silva Mgmt For For 5. Election of the Chairman of the Board of Director: Mgmt For For Gileno Gurjão Barreto 6. In case of a second call of this General Meeting, can Mgmt For For the voting instructions contained in this ballot be considered for the second call as well? -------------------------------------------------------------------------------------------------------------------------- PETROLEO BRASILEIRO S.A. - PETROBRAS Agenda Number: 935824967 -------------------------------------------------------------------------------------------------------------------------- Security: 71654V408 Meeting Type: Annual Ticker: PBR Meeting Date: 27-Apr-2023 ISIN: US71654V4086 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Examination of management accounts, examination, Mgmt No vote Not applicable discussion and voting of the Annual Report and the Companys Financial Statements, accompanied by the independent auditors report and the Fiscal Council report for the fiscal year ended December 31, 2022. 2. Proposal for the Allocation of the Results of the Mgmt No vote Not applicable financial year of 2022: Election of the board of directors by single slate of candidates: Controlling Shareholder: Pietro Adamo Sampaio Mendes, Jean Paul Terra Prates, Efrain Pereira da Cruz, Vitor Eduardo de Almeida Saback, Eugênio Tiago Chagas Cordeiro e Teixeira, Bruno Moretti, Sergio Machado Rezende, Suzana Kahn Ribeiro 3. Nomination of all the names that compose the slate Mgmt No vote Not applicable (the votes indicated in this section will be disregarded if the shareholder with voting rights fills in the fields present in the separate election of a member of the board of directors and the separate election referred to in these fields takes place).- Controlling Shareholder 4. If one of the candidates that composes your chosen Mgmt No vote Not applicable slate leaves it, can the votes corresponding to your shares continue to be conferred on the same slate? 5. Do you wish to request the cumulative voting for the Mgmt No vote Not applicable election of the board of directors, under the terms of art. 141 of Law 6,404, of 1976? (If the shareholder chooses "against" or "abstain", his/her shares will not be computed for the request of the cumulative voting request). 6A. Election of the board of director by Cumulative Mgmt No vote Not applicable voting: Pietro Adamo Sampaio Mendes 6B. Election of the board of director by Cumulative Mgmt No vote Not applicable voting: Jean Paul Terra Prates 6C. Election of the board of director by Cumulative Mgmt No vote Not applicable voting: Efrain Pereira da Cruz 6D. Election of the board of director by Cumulative Mgmt No vote Not applicable voting: Vitor Eduardo de Almeida Saback 6E. Election of the board of director by Cumulative Mgmt No vote Not applicable voting: Eugênio Tiago Chagas Cordeiro e Teixeira 6F. Election of the board of director by Cumulative Mgmt No vote Not applicable voting: Bruno Moretti 6G. Election of the board of director by Cumulative Mgmt No vote Not applicable voting: Sergio Machado Rezende 6H. Election of the board of director by Cumulative Mgmt No vote Not applicable voting: Suzana Kahn Ribeiro 6I. Election of the board of director by Cumulative Mgmt No vote Not applicable voting: José João Abdalla Filho 6J. Election of the board of director by Cumulative Mgmt No vote Not applicable voting: Marcelo Gasparino da Silva 7. Nomination of candidates for chairman of the board of Mgmt No vote Not applicable directors. Candidate: Pietro Adamo Sampaio Mendes 8. Proposal to establish five (5) members for the Fiscal Mgmt No vote Not applicable Council. 9. Election of the fiscal board by single slate of Mgmt No vote Not applicable candidates: Nomination of all the names that compose the slate: Controlling Shareholder: Candidates nominated by the Controlling Shareholder: Main: Viviane Aparecida da Silva Varga; Alternate: Otávio Ladeira de Medeiros; Main: Daniel Cabaleiro Saldanha; Alternate: Gustavo Gonçalves Manfrim; Main: Cristina Bueno Camatta; Alternate: Sidnei Bispo 10. If one of the candidates of the slate leaves it, to Mgmt No vote Not applicable accommodate the separate election referred to in articles 161, paragraph 4, and 240 of Law 6404, of 1976, can the votes corresponding to your shares continue to be conferred to the same slate? 11. Nomination of candidates to the fiscal council by Mgmt No vote Not applicable minority shareholders with voting rights (the shareholder must fill this field if the general election field was left in blank): Main: Michele da Silva Gonsales Torres; Alternate: Aloisio Macário Ferreira de Souza 12. Compensation of Management members, Fiscal Council Mgmt No vote Not applicable members and of the members of the Statutory Advisory Committees of the Board of Directors. 13. In the event of a second call of this General Meeting, Mgmt No vote Not applicable may the voting instructions included in this ballot form be considered also for the second call of the meeting? -------------------------------------------------------------------------------------------------------------------------- QUALCOMM INCORPORATED Agenda Number: 935757281 -------------------------------------------------------------------------------------------------------------------------- Security: 747525103 Meeting Type: Annual Ticker: QCOM Meeting Date: 08-Mar-2023 ISIN: US7475251036 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to hold office until the next Mgmt For For annual meeting of stockholders: Sylvia Acevedo 1b. Election of Director to hold office until the next Mgmt For For annual meeting of stockholders: Cristiano R. Amon 1c. Election of Director to hold office until the next Mgmt For For annual meeting of stockholders: Mark Fields 1d. Election of Director to hold office until the next Mgmt For For annual meeting of stockholders: Jeffrey W. Henderson 1e. Election of Director to hold office until the next Mgmt For For annual meeting of stockholders: Gregory N. Johnson 1f. Election of Director to hold office until the next Mgmt For For annual meeting of stockholders: Ann M. Livermore 1g. Election of Director to hold office until the next Mgmt For For annual meeting of stockholders: Mark D. McLaughlin 1h. Election of Director to hold office until the next Mgmt For For annual meeting of stockholders: Jamie S. Miller 1i. Election of Director to hold office until the next Mgmt For For annual meeting of stockholders: Irene B. Rosenfeld 1j. Election of Director to hold office until the next Mgmt For For annual meeting of stockholders: Kornelis (Neil) Smit 1k. Election of Director to hold office until the next Mgmt For For annual meeting of stockholders: Jean-Pascal Tricoire 1l. Election of Director to hold office until the next Mgmt For For annual meeting of stockholders: Anthony J. Vinciquerra 2. Ratification of the selection of Mgmt For For PricewaterhouseCoopers LLP as our independent public accountants for our fiscal year ending September 24, 2023. 3. Approval of the QUALCOMM Incorporated 2023 Long-Term Mgmt For For Incentive Plan. 4. Approval, on an advisory basis, of the compensation of Mgmt For For our named executive officers. -------------------------------------------------------------------------------------------------------------------------- SENDAS DISTRIBUIDORA S.A. Agenda Number: 935743066 -------------------------------------------------------------------------------------------------------------------------- Security: 81689T104 Meeting Type: Special Ticker: ASAI Meeting Date: 12-Dec-2022 ISIN: US81689T1043 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Approval of the amendment of Article 8 of the Mgmt For For Company's Bylaws to include as competence of the Meeting the approval of transactions with related parties, which individual or aggregated value during the course of a fiscal year exceeds R$100,000,000.00 (one hundred million reais), updated annually by the variation of the Consumer Price Index (IPCA), calculated and disclosed by the Brazilian Institute of Geography and Statistics - IBGE, provided that the shareholders interested in the transaction must refrain from voting. 2. Approval of the consolidation of the Company's Bylaws Mgmt For For to reflect the changes abovementioned, as well as to reflect in Article 4 the capital increases approved by the Board of Directors. -------------------------------------------------------------------------------------------------------------------------- SENDAS DISTRIBUIDORA S.A. Agenda Number: 935822862 -------------------------------------------------------------------------------------------------------------------------- Security: 81689T104 Meeting Type: Annual Ticker: ASAI Meeting Date: 27-Apr-2023 ISIN: US81689T1043 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management A1 Examine, discuss and vote on the Company's Financial Mgmt For For Statements containing the Notes, together with the Management Report and the respective Management Accounts, Report and Opinion of the Independent Auditors, Report of the Fiscal Council and Summary Annual Report and Report of the Statutory Audit Committee, all referring to the fiscal year ended December 31, 2022. A2 Resolve on the management proposal for allocation of Mgmt For For the result for the fiscal year ended December 31, 2022. A3A Regarding the election of the Company's Board of Mgmt For For Directors: determine the effective number of members of the Company's Board of Directors to be elected for the next term. A3B Regarding the election of the Company's Board of Mgmt For For Directors: elect the members of the Company's Board of Directors. A3C Regarding the election of the Company's Board of Mgmt For For Directors: resolve on the characterization of the independence of the candidates for the position of independent members of the Board of Directors. A3D Regarding the election of the Company's Board of Mgmt For For Directors: elect the Chairman and Vice-Chairman of the Company's Board of Directors, pursuant to article 8, item III of the Company's Bylaws. A4 Establish the annual global compensation of the Mgmt For For managers for the fiscal year 2023. A5 If one of the candidates that composes your chosen Mgmt For For slate leaves it, can the votes corresponding to your shares continue to be conferred on the same slate? E1 Resolve on the following amendments of the Company's Mgmt For For Bylaws: (a) article 4, caput to update the Company's fully subscribed and paid-in share capital, due to the capital increase approved at the Board of Directors' meeting; (b) inclusion of the paragraph 2 in the article 15 to include a deciding vote rule in the Board of Directors' meetings; (c) article 17, items "p" and "r" to change the thresholds of certain competences of the Board of Directors, and inclusion of new items "s" and "t" to include ...(due to space limits, see proxy material for full proposal). E2 Resolve on the restatement of the Company's Bylaws as Mgmt For For a result of the changes resolved in item 1 above, if approved. E3 Resolve on the re-ratification of the annual global Mgmt For For compensation of the Company's management for the fiscal year ended December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- SOCIEDAD QUIMICA Y MINERA DE CHILE S.A. Agenda Number: 935824272 -------------------------------------------------------------------------------------------------------------------------- Security: 833635105 Meeting Type: Annual Ticker: SQM Meeting Date: 26-Apr-2023 ISIN: US8336351056 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. SQM's Balance Sheet, Financial Statements, Annual Mgmt Abstain Against Report, Account Inspectors Report, and External Auditors' Report for the business year ended December 31, 2022. 2. Designation of the External Auditing Company. Mgmt Abstain Against 3. Designation of the Rating Agencies. Mgmt Abstain Against 4. Designation of the Account Inspectors. Mgmt Abstain Against 5. Investment Policy. Mgmt Abstain Against 6. Finance Policy. Mgmt Abstain Against 7. Distribution of the final dividend. Mgmt Abstain Against 8A. Antonio Gil Nievas, nominated as a Board member Mgmt Abstain Against (Please note that you can vote "FOR" for option "A", or option "B" only. If you vote "FOR" for more than one option, the ballot on this resolution will not count.) 8B. Board Election (Please note that you can vote "FOR" Mgmt Abstain Against for option "A", or option "B" only. If you vote "FOR" for more than one option, the ballot on this resolution will not count.) 9. Board of Directors and Board committees compensation Mgmt Abstain Against structure. 10. Designation of the newspaper for corporate Mgmt Abstain Against publications; general corporate information matters and execution of shareholders' meeting resolutions. -------------------------------------------------------------------------------------------------------------------------- SUZANO S.A. Agenda Number: 935711588 -------------------------------------------------------------------------------------------------------------------------- Security: 86959K105 Meeting Type: Special Ticker: SUZ Meeting Date: 29-Sep-2022 ISIN: US86959K1051 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1) To approve the Protocol and Justification of the Mgmt For For Merger, by the Company, of: (i) Suzano Trading Ltd.; (ii) Rio Verde Participações e Propriedades Rurais S.A.; (iii) Caravelas Florestal S.A.; (iv) Vitex SP Participações S.A.; (v) Parkia SP Participações S.A.; (vi) Sobrasil Comercial S.A.; (vii) Vitex ES Participações S.A.; (viii) Parkia ES Participações S.A.; (ix) ClaraÃba Comercial S.A.; (x) Vitex BA Participações S.A.; (xi) Parkia BA Participações S.A.; (xii) Garacuí Comercial S.A.; ...(due to space limits, see proxy material for full proposal). 2) To ratify the appointment and engagement of the Mgmt For For specialized companies Apsis Consultoria e Avaliaçõµes Ltda. and PricewaterhouseCoopers Auditores Independentes Ltda. ("Appraisers") for purposes of determining the net equity of the Target Companies, pursuant to applicable law. 3) To approve the appraisal reports of the net equities Mgmt For For of the Target Companies, at book value, prepared by the Appraisers, in compliance with accounting and legal standards, criteria and requirements ("Appraisal Reports"). 4) To approve the Mergers. Mgmt For For 5) To authorize the Company's management to perform all Mgmt For For necessary actions in order to effectively carry out and implement the resolutions approved by the shareholders, pursuant to applicable law. -------------------------------------------------------------------------------------------------------------------------- SUZANO S.A. Agenda Number: 935806779 -------------------------------------------------------------------------------------------------------------------------- Security: 86959K105 Meeting Type: Annual Ticker: SUZ Meeting Date: 26-Apr-2023 ISIN: US86959K1051 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A Annual General Shareholders' Meeting: Examine the Mgmt For For management accounts related to the fiscal year ended December 31, 2022. 1B Annual General Shareholders' Meeting: Examine, discuss Mgmt For For and vote on the financial statements of the Company for the fiscal year ended December 31, 2022, and to review the management report for the aforementioned fiscal year. 1C Annual General Shareholders' Meeting: Resolve on the Mgmt For For Company's capital budget for the fiscal year ending December 31, 2023. 1D Annual General Shareholders' Meeting: Resolve on the Mgmt For For allocation of net income for the fiscal year ended December 31, 2022 and the distribution of dividends. 1E Annual General Shareholders' Meeting: Do you want to Mgmt For For request the instatement of the Company's Fiscal Council? 1F1 Annual General Shareholders' Meeting: If the Fiscal Mgmt For For Council is installed, define the number of members that will compose the Fiscal Council and resolve on the election of its members: Luiz Augusto Marques Paes (Effective) / Roberto Figueiredo Mello (Alternate). 1F2 Annual General Shareholders' Meeting: If the Fiscal Mgmt For For Council is installed, define the number of members that will compose the Fiscal Council and resolve on the election of its members: Rubens Barletta (Effective) / Luiz Gonzaga Ramos Schubert (Alternate). 1G Annual General Shareholders' Meeting: Separate Mgmt For For election of a member to the Fiscal Council by minority shareholders. Eraldo Soares Peçanha (Effective) / Kurt Janos Toth (Alternate). 1H. Annual General Shareholders' Meeting: Determine the Mgmt For For overall annual compensation of the Company's management and Fiscal Council, if installed, for the fiscal year of 2023. 2A Extraordinary General Shareholders' Meeting: Resolve Mgmt For For on the amendment to the caput of Article 5 of the Company's Bylaws, to reflect the number of shares into which the Company's share capital is divided, due to the cancellation of treasury shares approved at the Board of Directors' Meeting held on February 28, 2023. 2B Extraordinary General Shareholders' Meeting: Resolve Mgmt For For on the consolidation of the Company's Bylaws, in order to reflect the amendment of its Article 5 object of the resolution described in item 2.1 above. 2C Extraordinary General Shareholders' Meeting: Authorize Mgmt For For the Company's management to take all measures necessary to implementation of the approved matters, in accordance with the applicable law. -------------------------------------------------------------------------------------------------------------------------- VALE S.A. Agenda Number: 935743751 -------------------------------------------------------------------------------------------------------------------------- Security: 91912E105 Meeting Type: Special Ticker: VALE Meeting Date: 21-Dec-2022 ISIN: US91912E1055 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Agenda for Extraordinary General Meeting: See enclosed Mgmt For For Depositary's Notice. 2. Agenda for Extraordinary General Meeting: See enclosed Mgmt For For Depositary's Notice. 3. Agenda for Extraordinary General Meeting: See enclosed Mgmt For For Depositary's Notice. 4. Agenda for Extraordinary General Meeting: See enclosed Mgmt For For Depositary's Notice. 5. Agenda for Extraordinary General Meeting: See enclosed Mgmt For For Depositary's Notice. -------------------------------------------------------------------------------------------------------------------------- VALE S.A. Agenda Number: 935824905 -------------------------------------------------------------------------------------------------------------------------- Security: 91912E105 Meeting Type: Annual Ticker: VALE Meeting Date: 28-Apr-2023 ISIN: US91912E1055 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 Resolution 1 Mgmt No vote Not applicable 2 Resolution 2 Mgmt No vote Not applicable 3 Resolution 3 Mgmt No vote Not applicable 4 Resolution 4 Mgmt No vote Not applicable 5A Election of the Board of Directors by Candidate: Mgmt No vote Not applicable Daniel André Stieler 5B Election of the Board of Directors by Candidate: Mgmt No vote Not applicable Douglas James Upton (independent) 5C Election of the Board of Directors by Candidate: Mgmt No vote Not applicable Fernando Jorge Buso Gomes 5D Election of the Board of Directors by Candidate: João Mgmt No vote Not applicable Luiz Fukunaga 5E Election of the Board of Directors by Candidate: José Mgmt No vote Not applicable Luciano Duarte Penido (independent) 5F Election of the Board of Directors by Candidate: Luis Mgmt No vote Not applicable Henrique Cals de Beauclair Guimarães (independent) 5G Election of the Board of Directors by Candidate: Mgmt No vote Not applicable Manuel Lino Silva de Sousa Oliveira (Ollie) (independent) 5H Election of the Board of Directors by Candidate: Mgmt No vote Not applicable Marcelo Gasparino da Silva (independent) 5I Election of the Board of Directors by Candidate: Paulo Mgmt No vote Not applicable Hartung (independent) 5J Election of the Board of Directors by Candidate: Mgmt No vote Not applicable Rachel de Oliveira Maia (independent) 5K Election of the Board of Directors by Candidate: Mgmt No vote Not applicable Shunji Komai 5L Election of the Board of Directors by Candidate: Vera Mgmt No vote Not applicable Marie Inkster (independent) 7A Election of the Board of Directors by Cumulative Mgmt No vote Not applicable voting: Daniel André Stieler 7B Election of the Board of Directors by Cumulative Mgmt No vote Not applicable voting: Douglas James Upton (independent) 7C Election of the Board of Directors by Cumulative Mgmt No vote Not applicable voting: Fernando Jorge Buso Gomes 7D Election of the Board of Directors by Cumulative Mgmt No vote Not applicable voting: João Luiz Fukunaga 7E Election of the Board of Directors by Cumulative Mgmt No vote Not applicable voting: José Luciano Duarte Penido (independent) 7F Election of the Board of Directors by Cumulative Mgmt No vote Not applicable voting: Luis Henrique Cals de Beauclair Guimarães (independent) 7G Election of the Board of Directors by Cumulative Mgmt No vote Not applicable voting: Manuel Lino Silva de Sousa Oliveira (Ollie) (independent) 7H Election of the Board of Directors by Cumulative Mgmt No vote Not applicable voting: Marcelo Gasparino da Silva (independent) 7I Election of the Board of Directors by Cumulative Mgmt No vote Not applicable voting: Paulo Hartung (independent) 7J Election of the Board of Directors by Cumulative Mgmt No vote Not applicable voting: Rachel de Oliveira Maia (independent) 7K Election of the Board of Directors by Cumulative Mgmt No vote Not applicable voting: Shunji Komai 7L Election of the Board of Directors by Cumulative Mgmt No vote Not applicable voting: Vera Marie Inkster (independent) 8A Election of Chairman of the Board of Directors: Daniel Mgmt No vote Not applicable André Stieler 9A Election of Vice-Chairman of the Board: Marcelo Mgmt No vote Not applicable Gasparino da Silva (independent) 10A Election of the Fiscal Council by Candidate: Heloísa Mgmt No vote Not applicable Belotti Bedicks / Jandaraci Ferreira de Araujo 10B Election of the Fiscal Council by Candidate: Márcio de Mgmt No vote Not applicable Souza / Ana Maria Loureiro Recart 10C Election of the Fiscal Council by Candidate: Paulo Mgmt No vote Not applicable Clovis Ayres Filho / Guilherme José de Vasconcelos Cerqueira 10D Election of the Fiscal Council by Candidate: Raphael Mgmt No vote Not applicable Manhães Martins / Adriana de Andrade Solé 11 Resolution 11 Mgmt No vote Not applicable E1 Extraordinary Shareholders' Meeting: Resolution 1 Mgmt No vote Not applicable -------------------------------------------------------------------------------------------------------------------------- VISA INC. Agenda Number: 935745779 -------------------------------------------------------------------------------------------------------------------------- Security: 92826C839 Meeting Type: Annual Ticker: V Meeting Date: 24-Jan-2023 ISIN: US92826C8394 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Lloyd A. Carney Mgmt For For 1b. Election of Director: Kermit R. Crawford Mgmt For For 1c. Election of Director: Francisco Javier Mgmt For For Fernández-Carbajal 1d. Election of Director: Alfred F. Kelly, Jr. Mgmt For For 1e. Election of Director: Ramon Laguarta Mgmt For For 1f. Election of Director: Teri L. List Mgmt For For 1g. Election of Director: John F. Lundgren Mgmt For For 1h. Election of Director: Denise M. Morrison Mgmt For For 1i. Election of Director: Linda J. Rendle Mgmt For For 1j. Election of Director: Maynard G. Webb, Jr. Mgmt For For 2. To approve, on an advisory basis, the compensation Mgmt For For paid to our named executive officers. 3. To hold an advisory vote on the frequency of future Mgmt 1 Year For advisory votes to approve executive compensation. 4. To ratify the appointment of KPMG LLP as our Mgmt For For independent registered public accounting firm for fiscal year 2023. 5. To vote on a stockholder proposal requesting an Shr Against For independent board chair policy.
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
World Funds Trust
(Registrant)
By /s/ Karen Shupe
Name: Karen Shupe
Title: Principal Executive Officer
Date: August 31, 2023