Summary of Material Changes to SSGA's 2018 Proxy Voting and Engagement Principles and Market Specific Guidelines

Global

Abstain as a Vote Option on Compensation Votes 

In addition to submitting "for" and "against" votes on compensation-related proposals, State Street Global Advisors will also use "abstain" as a vote option. SSGA will submit an "abstain" vote to demonstrate qualified support, meaning the proposed plan is not fully in line with SSGA's expectations but deviations are not significant enough to justify an "against" vote. The use of "abstain" as a vote option is meant to enhance transparency on compensation-related votes for investee companies and clients. There will be no change to SSGA's evaluation of compensationrelated votes.

Australia, Europe, the U.K, and the U.S.

Monitoring Compliance with Corporate Governance Principles in Select Markets

State Street Global Advisors' minimum expectation is that companies will comply with their respected market governance codes and/or stewardship principles. Companies are encouraged to provide explanations of their level of compliance with their local market code and why their preferred governance structure (if not compliant with the code) serves shareholders' long-term interests. SSGA will review governance practices at companies for their adherence to market governance codes and/or stewardship principles and seek to proactively engage with companies to better understand the reasons for their non-compliance. In instances of non-compliance when companies cannot explain the nuances of their governance structure effectively, either publicly or through engagement, SSGA may vote against the independent board leader.

Europe

Board Diversity

State Street Global Advisors expects boards of STOXX Europe 600 listed companies to have at least one female director. SSGA may vote against the chair of the board's nominating and/or governance committee or the board leader in the absence of a nominating and/or governance committee.

North America

State Street Global Advisors has renamed its U.S. Voting Guidelines to North America Voting Guidelines. These guidelines now cover the U.S. and Canadian markets. Consequently, in 2018, the following guidelines will apply to all TSX listed companies:

  • Committee Independence – State Street Global Advisors will vote against non-independent directors sitting on audit, compensation, and nominating committees.
  • Board Refreshment – State Street Global Advisors may withhold votes from directors when overall average board tenure is excessive and individual director tenure is excessive. In assessing excessive tenure, SSGA gives consideration to factors such as the preponderance of long tenured directors, board refreshment practices, and classified board structures.
  • Board Diversity – State Street Global Advisors expects boards of TSX listed companies to have at least one female director. SSGA may vote against the chair of the board’s nominating Information Classification: Limited Access and/or governance committee or the board leader in the absence of a nominating and/or governance committee.

Japan

Board Independence

State Street Global Advisors has strengthened its director independence requirements for boards of TOPIX 500 listed companies. SSGA expects the boards of TOPIX 500 companies to have at least three independent directors or be at least one-third independent, whichever requires fewer independent directors. SSGA will withhold votes from the top executive on the board at companies that fail to meet this expectation.

Board Diversity

State Street Global Advisors expects boards of TOPIX 500 listed companies to have at least one female director. SSGA may withhold votes from the top executive on the board at companies that fail to meet this expectation.

South Korea

Financial Statements

State Street Global Advisors may vote against financial statements if audited financial statements are not disclosed at least 14 days before the meeting.

Disclaimer

State Street Global Advisors Worldwide Entities

Australia: State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered office: Level 17, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240 7600. F: +612 9240 7611.

Belgium: State Street Global Advisors Belgium, Chaussée de La Hulpe 120, 1000 Brussels, Belgium. T: 32 2 663 2036. F: 32 2 672 2077. SSGA Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorized and regulated by the Financial Conduct Authority in the United Kingdom.

Canada: State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, T: +514 282 2400 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6. T: +647 775 5900.

Dubai: State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates. T: +971 (0)4 4372800. F: +971 (0)4 4372818.

France: State Street Global Advisors Ireland Limited, Paris branch is a branch of State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorized and regulated by the Central Bank of Ireland, and whose registered office is at 78 Sir John Rogerson’s Quay, Dublin 2. State Street Global Advisors Ireland Limited, Paris Branch, is registered in France with company number RCS Nanterre 832 734 602 and whose office is at Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. T: (+33) 1 44 45 40 00. F: (+33) 1 44 45 41 92.

Germany: State Street Global Advisors GmbH, Brienner Strasse 59, D- 80333 Munich. Authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (“BaFin”). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. F: +49 (0)89 55878 440.

Hong Kong: State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103 0288. F: +852 2103 0200.

Ireland: State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Registered office address 78 Sir John Rogerson’s Quay, Dublin 2. Registered number 145221. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300.

Italy: State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Limited, a company registered in the UK, authorized and regulated by the Financial Conduct Authority (FCA ), with a capital of GBP 62,350,000, and whose registered office is at 20 Churchill Place, London E14 5HJ. State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 06353340968 - R.E.A. 1887090 and VAT number 06353340968 and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy. T: 39 02 32066 100. F: 39 02 32066 155.

Japan: State Street Global Advisors (Japan) Co., Ltd., Toranomon Hills Mori Tower 25F 1-23-1 Toranomon, Minato-ku, Tokyo 105-6325 Japan, T: +81-3-4530-7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) , Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers’ Association.

Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th floor Herikerbergweg 29 1101 CN Amsterdam, Netherlands. T: 31 20 7181701. SSGA Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorized and regulated by the Financial Conduct Authority in the United Kingdom.

Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D, regulated by the Monetary Authority of Singapore). T: +65 6826 7555. F: +65 6826 7501.

Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorized and regulated by the Eidgenössische Finanzmarktaufsicht (“FINMA”). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16.

United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 5776591 81. Registered office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: 020 3395 6000. F: 020 3395 6350.

United States: State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. T: +1 617 786 3000. Investing involves risk including the risk of loss of principal. The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSGA’s express written consent.

Investing involves risk including the risk of loss of principal.

The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSGA' express written consent.

© 2018 State Street Corporation. All Rights Reserved.

Exp. Date: 03/31/2019