UK Voting Trends 2013 Alan Brett & Sarah Wilson June 10 th 2013

AGM Turnout - Top 350

Voting in Context

Average Dissent for Notable Resolutions

Meetings with Significant Dissent Which Means => 20% Abstain and Against Votes (Remember: 5yr Average Dissent (all resolutions) is 2.96%; 20% is approx double the average remuneration report dissent)

Say on Pay Remuneration Governance & Shareholder Voting

Pay Governance Changes

Remuneration Governance Score A or B FTSE 100FTSE 250FTSE SmallCapOverall %54.2%41.0%52.7% %54.3%53.2%54.3% Remuneration Governance Score D to F %22.9%30.1%22.3% %17.9%21.5%17.9% Most Improved Company Polymetal International3 grades better Most Disimproved Companies Inmarsat3 grades worse Persimmon3 grades worse

Governance Up, Dissent Down

Key Pay Vote Stats 31 Remuneration reports with >20% dissent including several over 40% –Mecom –Chime –Synthomer –easyJet –Hardy Oil & Gas –Jupiter Fund Management 9 LTIP-related Resolutions > 20% dissent: –Chime –Beazley –Mears –Carr’s Milling –National Express –Catlin –Ocado