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1)
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Before entering upon the discharge of my duties as Inspector of Election at the Meeting, I took and signed an Oath of Inspector of Election.
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| 2) |
The Meeting took place at Bay Adelaide Centre, 333 Bay Street, Suite 810, Toronto, Ontario, Canada, M5H 2R2, with satellite meeting places at Great West House, GW1, 17th floor, Great
West Rd, Brentford TW8 9DF, United Kingdom and c/ Francisco Silvela 42, 4 floor 28028 Madrid, Spain, pursuant to notice duly given.
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| 3) |
As of April 30, 2021, the record date for the determination of shareholders entitled to vote at the Meeting, there were 110,797,738 shares of the Company’s Common Stock, each share
being entitled to one vote, constituting all of the outstanding voting securities of the Company.
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| 4) |
At the Meeting, the holders of 82,615,064 shares of the Company’s Common Stock were voted, with at least two members represented in person, constituting a quorum.
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| 5) |
The undersigned canvassed the votes of the shareholders cast by ballot or proxy on the matters presented at the Meeting.
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| 6) |
At the Meeting, the vote on a resolution to receive the accounts and reports of the directors and auditors for the year ended 31 December 2020, was as follows:
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FOR
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AGAINST
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VOTE
WITHHELD
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82,543,632
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22,365
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49,067
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| 7) |
At the Meeting, the vote to approve the directors' remuneration report, excluding the directors' remuneration policy, for the year ended 31 December 2020, was as follows:
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FOR
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AGAINST
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VOTE
WITHHELD
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79,763,404
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2,758,584
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93,076
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| 8) |
At the Meeting, the vote to approve the directors' remuneration policy was as follows:
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FOR
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AGAINST
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VOTE
WITHHELD
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79,679,548
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2,802,551
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132,965
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| 9) |
At the Meeting, the vote to elect Michael Woolcombe as director was as follows:
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FOR
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AGAINST
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VOTE
WITHHELD
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82,487,205
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58,894
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68,965
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| 10) |
At the Meeting, the vote to elect Michael Forsayeth as director was as follows:
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FOR
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AGAINST
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VOTE
WITHHELD
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82,433,939
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111,606
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69,519
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| 11) |
At the Meeting, the vote to elect William Aziz as director was as follows:
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FOR
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AGAINST
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VOTE
WITHHELD
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82,427,385
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113,738
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73,941
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| 12) |
At the Meeting, the vote to elect Brenda Eprile as director was as follows:
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FOR
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AGAINST
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VOTE
WITHHELD
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82,464,087
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87,583
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63,394
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| 13) |
At the Meeting, the vote to elect Debora Del Favero as director was as follows:
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FOR
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AGAINST
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VOTE
WITHHELD
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82,405,990
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146,568
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62,506
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| 14) |
At the Meeting, the vote to elect Arun Banskota as director was as follows:
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FOR
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AGAINST
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VOTE
WITHHELD
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82,125,778
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418,609
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70,677
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| 15) |
At the Meeting, the vote to elect George Trisic as director was as follows:
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FOR
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AGAINST
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VOTE
WITHHELD
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82,181,398
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359,967
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73,699
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| 16) |
At the Meeting, the vote to re-elect Santiago Seage as director was as follows:
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FOR
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AGAINST
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VOTE
WITHHELD
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82,194,768
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348,535
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71,761
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| 17) |
At the Meeting, the vote regarding the re-appointment of Ernst & Young LLP and Ernst & Young S.L. to hold office until 31 December 2022, was as follows:
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FOR
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AGAINST
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VOTE
WITHHELD
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82,523,846
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45,685
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45,533
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| 18) |
At the Meeting, the vote to authorize the Company’s audit committee to determine the remuneration of the auditors was as follows:
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FOR
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AGAINST
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VOTE
WITHHELD
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82,482,817
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72,939
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59,308
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| 19) |
At the Meeting, the vote to authorize the board of directors to issue shares was as follows:
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FOR
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AGAINST
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VOTE
WITHHELD
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80,982,684
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1,548,692
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83,688
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| 20) |
At the Meeting, the vote to authorize the board of directors to issue equity securities without pre-emptive rights up to approximately a 10% of the aggregate nominal value of the issued
share capital of the Company was as follows:
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FOR
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AGAINST
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VOTE
WITHHELD
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82,232,958
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183,667
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198,439
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| 21) |
At the Meeting, the vote to authorize the disapplication of pre-emptive rights up to an additional amount of approximately a 10% of the aggregate nominal value of the issued share
capital of the Company, was as follows:
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FOR
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AGAINST
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VOTE
WITHHELD
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66,031,293
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16,382,984
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200,787
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| 22) |
At the Meeting, the vote to authorize the redemption of the share premium account, was as follows:
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FOR
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AGAINST
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VOTE
WITHHELD
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82,328,257
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136,286
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150,521
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/s/ Anthony P. Carideo
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Anthony P. Carideo
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