PROXINVEST NEW DISCLOSURES FOLLOWING THE 2011 AMF RECOMMENDATIONS ON PROXY ADVISORS AND THE ESMA Feedback statement on the consultation regarding the role of the proxy advisory industry

Independence and ethics

Proxinvest provides its services exclusively to investors, large and small, using only methods that uphold the interest of all shareholders. As the sole independent French proxy voting advisory company, Proxinvest provides no ratings at the behest of issuers and no advisory services paid for by issuers. Our investor clients are thus assured of an impartial examination of the issues. Each year, after consulting with investors in the autumn, and following the comment of its Steering Committee Proxinvest updates its voting policy recommendations for the following year. These recommendations are issued at year-end and are shared with regulators and issuer organisations.

Proxinvest was created in 1995 by majority owner Pierre-Henri Leroy. phl2005minimini.jpg In June 2010, the Swiss pension funds foundation Ethos, the swiss member of the Expert Corporate Governance Service acquired 20% of the company.

Expertise

Proxinvest's methodological tools have been developed by us in-house. More than ten years ago, we created the first typology of shareholder resolutions and the first list of applicable voting criteria. Our team of experts pays particular attention to international legal and financial rules and practices and evolving concepts of corporate governance and shareholder value. The objective is to provide usable, discriminating criteria for proxy votes.

Technology

Proxinvest is constantly improving its information system tools to meet its customers' needs. More than 200 voting criteria can be combined to bear on 110 types of shareholder decisions or resolutions, as a function of the choices made by the investor client. On our proxy voting platform, clients have been able since 2006 to review their proxy voting policy online, automatically generate French proxy forms for all of their collective investment funds, record their votes, generate summary reports, and ensure that they have fulfilled their regulatory obligations with regard to exercising voting rights.








WHO ARE WE ?

PROXINVEST IS AN INDEPENDENT FINANCIAL AND GOVERNANCE RESEARCH COMPANY SPECIALIZING IN PROXY VOTING ADVISORY SERVICES

Commercial Independence of Proxinvest

The company focuses on services to investors mostly in regard of vote advisory research and execution services 57% of the sales including 35% research et 22% customized assistance to the vote. Research in English is distributed by a British joint venture company ECGS Ltd accounting for less than 10% of sales. Besides the company is the exclusive advisor of the Proxy Active Investors shareholders engagement fund, launched in 2004 by Proxy Active Investors (formerly Phitrust Finance) a fund which Proxinvest exclusively advises for an annual revenue of 10% of total sales. Finally the company edits with the help of a third company as distributor SOFICOM special research reports for a total revenue of abut 15% of sales. About sixty client subscribe to these special reports while thirty five clients subscribe to proxy research and assistance services . The two most important clients of Proxinvest are two French asset management firms accounting respectively for 8% et 5% of annual sales.

Editing and Technical Independence of Proxinvest

Proxinvest claims to work solely in the long term interests of all shareholders and the company declines any services paid by issuing companies issuing public securities. Proxinvest publicly reports yearly on its voting policy which is openly remitted to listed companies and specialized press. Every research report on a company is remitted free of charge to the listed company for comments but Proxinvest remains only and sole responsible on the voting policy on each resolution and advices.

In order to protect best the data and the computer software used for the research, only the final discussions and vote orientations appear on line under protected pin and pass-words.

Other Conflicts of interests

Some clients of the company belong to a listed company or group and indirectly these groups finance the business of Proxinvest. Asset-management regulation requires managers to isolate the voting processus from the decision making for the vote of shares held into the portfolio (Chinese walls). Accordingly service contracts are always discussed and concluded at the subsidiary level and not with the mother company. Since its inception Proxinvest often advised to vote against the resolution presented by the Board of the mother companies. Note that Proxinvest voting policy qualifies since 1995 and « de officio » not independent any bank representative or employee of any large banking company.

The special reports are made publicly available and any purchase by a listed company could be seen as an advantage for Proxinvest in view of obtaining a more favourable treatment of resolutions presented by the company. In order to avoid any conflict of interests the reports distribution contract with the distribution LDEL Justicia creates for LDEL Justicia a compulsory no-disclose obligation of the report buyer's name to Proxinvest the price of individual reports never exceed 0.12% of the company total sales.

Litigations : while companies often disagree with Proxinvest's opinion of the resolutions presented to shareholders these debates remain verbal and the disagreements are rarely written. Since its creation Proxinvest was never taken action against for its written opinions or comments on the companies resolution. A special insurance coverage up to an amount of EUR 1.5 million in damages was subscribed in 2003 and never claimed.



Client references

aurelieminimini.jpgMajor French and foreign institutions such as Allianz Global Investors, AXA Investment managers, BNP Paribas Asset management, Caisse des Dépôts et Consignations, Amundi Asset management (Crédit Agricole - Société Générale), Generali Investments, Groupama Asset Management have chosen to manage their proxy voting with the help of Proxinvest, whose ethical charter rules out any consulting business paid for by the listed companies that it studies.

EXPERT CORPORATE GOVERNANCE SERVICE

Proxinvest is a founding member and shareholder of a Joint Venture of European local independent Proxy Firms named European Corporate Governance Service (ECGS Ltd), a UK company established as a partnership of independent local experts in analysis of shareholders meetings. Through its own website, www.ecgs.org, and via the Proxinvest platform , the ECGS network offers coverage of the 500 largest European stocks based on a common framework of governance principles and voting policy. All exclusively working for investors, ECGS partners are the most well-known advisory firms in their home markets.

In 2014 Manifest joined ECGS as UK research provider: the ECGS parnership is made of DSW (Germany), Ethos (Swizerland), Shareholder Service (Nederland), Frontis Governance (Italy) and Proxinvest (France)


ICGN

Proxinvest is also a founding member of the International Corporate Governance Network (ICGN), an organisation founded in 1995 that represents investors, companies, financial intermediaries, academics and others interested in the development of corporate governance practices worldwide. ICGN's objective is to facilitate international dialogue on the issues so that companies can compete more effectively and economies can best prosper.