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Voting policy and voting behaviour

One of the assets in which Progress invests is shares. Each of these shares grants Progress, as a shareholder of a company, to vote at that company's shareholders' meetings. By exercising its voting rights at these meetings, Progress (along with other shareholders) can indirectly influence the quality of the management of the companies in which it has an interest. This can, in turn, ultimately have a positive impact on share prices, since companies that apply the principles of good corporate governance also tend to perform well. In addition, investing in successful companies usually results in higher returns, thereby benefiting our pension fund (and ultimately your pension as well).

This means that shareholders, through their vote, can have an impact on corporate governance. In order to make optimal use of this voting right, Progress has set out the procedures for this process in a voting policy, more information on which is available here. In addition, we will explain how the voting policy was implemented and how the shareholders voted at shareholders' meetings. First, however, we will briefly explain the term 'Corporate Governance' (CG).

The term Corporate Governance
The term Corporate Governance (CG) relates to the way in which companies are directed and controlled, and what procedures should be followed in this process. Good corporate governance is only possible if companies are managed in a transparent manner and can be efficiently supervised. Another condition is that the powers of the Board of Directors, the Supervisory Board and the General Meeting of Shareholders are well balanced. The Board of Directors and the Supervisory Board are accountable for the corporate governance policy and for the supervision of this policy by the Supervisory Board, while shareholders must be able to influence this policy and the way it is supervised.

The Dutch Corporate Governance Code (also known as the "Tabaksblat Code") became effective in 2004. The code calls on shareholders to exercise their voting rights as a way of contributing to good Corporate Governance. Progress fully endorses the Tabaksblat Code.

Progress' voting policy
Progress' Board of Directors has ultimate responsibility for the fund's Corporate Governance policy and, by extension, for Progress' voting policy. If the Progress management exercises its vote at shareholders' meetings, it does so in compliance with the voting policy, while it also considers the situation of a company in which it has a stake. If a company's board of directors were to find itself in a situation or take risks not supported by Progress and Unilever, we may be prompted to divest our interest in the company.

As Progress invests in a variety of international companies, it is not possible for the fund's Management to attend every shareholders' meeting. Nevertheless, since it is important to us to always be able to exercise our vote, we do so by proxy through International Shareholder Services (ISS), the leading global provider of proxy voting and other services. ISS analyses more than 35,000 companies across the globe distributed across 115 markets, based on which they give us an independent voting recommendation. ISS votes on our behalf at all shareholders' meetings of companies included in our portfolio, ensuring that the voting policy is up-to-date and is in accordance with international laws and regulations. To read this voting policy, please visit ISS' website, www.issproxy.com.

Progress always retains ultimate responsibility for ISS' votes, and if the Management considers it necessary, Progress will depart from ISS' policy and from the recommendation given by ISS. In addition, Progress is free to vote at a shareholders' meeting at a later date, or to abstain from voting altogether, while in some cases the Management may even vote against a particular decision.

Any vote cast on behalf of Progress takes place using a portion of the total number of shares it owns in that company, as Progress wishes to maintain the freedom to lend (and thereby generate additional return) or sell shares, which is not possible if the entire share capital is used to cast a vote.

The Board of Directors will assess the Corporate Governance policy at least once a year, and modify it where necessary.

Accountability for voting behaviour
To see how Progress voted in shareholders' meetings, please go to the voting page, which lists all the companies in which Progress has an interest, along with the votes that were cast. Search here by company or by date.