NEST Votes Against Management Report 01/04/2013 to 30/06/2013

Disclaimer: The information, opinions estimates or forecasts contained in this document were obtained from sources reasonably believed to be reliable and are subject to change at any time. The report reflects voting instructions given, not votes cast and the information has been provided by an external supplier. F&C Group Companies may from time to time deal in investments that may be mentioned herein on behalf of their clients. Issued and approved in the UK by F&C Management Limited Exchange House Primrose Street London EC2A 2NY United Kingdom. Authorised and regulated in the UK by the Financial Services Authority (FSA). F&C, F&C Monogram, FANDC, FandC and fandc are all registered trade marks of F&C Management Limited F&C Management Limited Exchange House Primrose Street London EC2A 2NY United Kingdom Tel: +44 (0) 20 7628 8000 www.fandc.com

Votes Against Management Report Date range covered: 04/01/2013 to 06/30/2013

NEST Votes Against Management Report

Amazon.com, Inc.

Meeting Date: 23-May-13 Country: USA

Meeting Type: Annual Ticker: AMZN

ISIN: US0231351067 SEDOL: 2000019

Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

Mgmt Against ForElect Director Thomas O. Ryder 1h

Voter Rationale: Directors whose close family members are employed at the company are not sufficiently independent to serve on key board committees and should be considered affiliated directors.

SH For AgainstReport on Political Contributions 3

Voter Rationale: Comprehensive, aggregate disclosure on political spending is best practice. Disclosure should include all state and local donations including support for 527 organizations and ballot initiatives. In addition, the company should identify key relationships with trade associations that engage in lobbying on the corporation's behalf, as well as describe its policies and processes for giving. We ask that the board provide ultimate oversight for political donations.

Crown Castle International Corp.

Meeting Date: 23-May-13 Country: USA

Meeting Type: Annual Ticker: CCI

ISIN: US2282271046 SEDOL: 2285991

Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

3 Approve Omnibus Stock Plan Mgmt For Against

Voter Rationale: The plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job.

Page 1 of 21

Votes Against Management Report Date range covered: 04/01/2013 to 06/30/2013

NEST Votes Against Management Report

CVS Caremark Corporation

Meeting Date: 09-May-13 Country: USA

Meeting Type: Annual Ticker: CVS

ISIN: US1266501006 SEDOL: 2577609

Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

1.7 Elect Director Richard J. Swift Mgmt For Against

Voter Rationale: Directors are expected to hold four or fewer directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt Against ForAdvisory Vote to Ratify Named Executive Officers' Compensation

3

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice for large companies. Furthermore, plans should not pay out for below-median performance. This undermines a pay-for-performance approach which should reward above-average performance. Such practices blunt the impact of variable pay.

SH For AgainstReport on Political Contributions 6

Voter Rationale: Comprehensive, aggregate disclosure on political spending is best practice. Disclosure should include all state and local donations including support for 527 organizations and ballot initiatives. In addition, the company should identify key relationships with trade associations that engage in lobbying on the corporation's behalf, as well as describe the its policies and processes for giving. We ask that the board provide ultimate oversight for political donations.

SH For AgainstPro-rata Vesting of Equity Awards 7

Voter Rationale: In the case of a change of control, equity should only vest if an executive is not offered employment in the new company, a so-called double trigger.

SH For AgainstReport on Lobbying Payments and Policy 8

Voter Rationale: Comprehensive, aggregate disclosure on political spending is best practice. Disclosure should include all state and local donations including support for 527 organizations and ballot initiatives. In addition, the company should identify key relationships with trade associations that engage in lobbying on the corporation's behalf, as well as describe the its policies and processes for giving. We ask that the board provide ultimate oversight for political donations.

DaVita HealthCare Partners Inc.

Meeting Date: 17-Jun-13 Country: USA

Meeting Type: Annual Ticker: DVA

ISIN: US23918K1088 SEDOL: 2898087

Page 2 of 21

Votes Against Management Report Date range covered: 04/01/2013 to 06/30/2013

NEST Votes Against Management Report

DaVita HealthCare Partners Inc.

Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

3 Advisory Vote to Ratify Named Executive Officers' Compensation

Mgmt For Against

Voter Rationale: As in previous years we have voted against the compensation plan due to concern’s over its structure. We are particularly concerned that long-term equity awards are primarily time based with a one-year performance period. This provides short-term, not long-term performance incentives. Furthermore, the committee should not use the same metrics to evaluate short and long term performance, as this rewards, or penalizes, executives twice for the same performance. Finally, presence of legacy excise tax gross-up provisions is poor practice and the rational for three consecutive years of generous relocation bonuses is unclear and questionable. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time.

Mgmt Against ForAmend Omnibus Stock Plan 4

Voter Rationale: The grant rate is too high, and may lead to excessive dilution. Furthermore, the total cost of the equity plan is excessive. Finally, executive pay is not effectively linked to company performance. Performance targets should be clearly disclosed and stretching, and the compensation committee should do more to establish compensation packages that build shareholder value over time.

SH For AgainstPro-rata Vesting of Equity Awards 5

Voter Rationale: In the case of a change of control, equity should only vest if an executive is not offered employment in the new company, a so-called double trigger.

SH For AgainstReport on Lobbying Payments and Policy 6

Voter Rationale: Comprehensive, aggregate disclosure on political spending is best practice. Disclosure should include all state and local donations including support for 527 organizations and ballot initiatives. In addition, the company should identify key relationships with trade associations that engage in lobbying on the corporation's behalf, as well as describe its policies and processes for giving. We ask that the board provide ultimate oversight for political donations.

eBay Inc.

Meeting Date: 18-Apr-13 Country: USA

Meeting Type: Annual Ticker: EBAY

ISIN: US2786421030 SEDOL: 2293819

Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

2 Advisory Vote to Ratify Named Executive Officers' Compensation

Mgmt For Against

Page 3 of 21

Votes Against Management Report Date range covered: 04/01/2013 to 06/30/2013

NEST Votes Against Management Report

eBay Inc. Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. In particular, incentive program goals should be stretching and the committee should not use the same metrics to evaluate short and long term performance, as this rewards, or penalizes, executives twice for the same performance. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time.

SH For AgainstReport on Lobbying Payments and Policy 3

Voter Rationale: Comprehensive, aggregate disclosure on political spending is best practice. Disclosure should include all state and local donations including support for 527 organizations and ballot initiatives. In addition, the company should identify key relationships with trade associations that engage in lobbying on the corporation's behalf, as well as describe the its policies and processes for giving. We ask that the board provide ultimate oversight for political donations.

SH Abstain AgainstReport on Privacy and Data Security 4

Voter Rationale: Oversight of consumer privacy and data security is a key aspect of risk management for Internet and technology companies. The company's current practices are robust, including audit committee oversight of privacy and security risk exposure and a Global Privacy Office tasked with ensuring protection of members' personal information. However, we share the proponent's concern over this growing risk category and how the company's role in expansion of PayPal could intensify its privacy risk exposure. Further disclosure to investors may be warranted.

Ebro Foods S.A

Meeting Date: 03-Jun-13 Country: Spain

Meeting Type: Annual Ticker: EVA

ISIN: ES0112501012 SEDOL: 5468324

Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

6 Advisory Vote on Remuneration Policy Report Mgmt For Against

Voter Rationale: Variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.

Mgmt Against ForRatify Appointment by Co-option of Hispafoods Invest SL as Director

8

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Page 4 of 21

Votes Against Management Report Date range covered: 04/01/2013 to 06/30/2013

NEST Votes Against Management Report

Essilor International

Meeting Date: 16-May-13 Country: France

Meeting Type: Annual/Special Ticker: EI

ISIN: FR0000121667 SEDOL: 7212477

Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

10 Authorize Repurchase of Up to 10 Percent of Issued Share Capital

Mgmt For Against

Voter Rationale: Shares should not be repurchased at a premium/discount to the market price of more than 10%

Galp Energia, SGPS S.A.

Meeting Date: 22-Apr-13 Country: Portugal

Meeting Type: Annual Ticker: GALP

ISIN: PTGAL0AM0009 SEDOL: B1FW751

Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

5 Approve Remuneration Policy Mgmt For Against

Voter Rationale: Retirement benefits should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.

Henry Schein, Inc.

Meeting Date: 14-May-13 Country: USA

Meeting Type: Annual Ticker: HSIC

ISIN: US8064071025 SEDOL: 2416962

Page 5 of 21

Votes Against Management Report Date range covered: 04/01/2013 to 06/30/2013

NEST Votes Against Management Report

Henry Schein, Inc.

Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

1.9 Elect Director Philip A. Laskawy Mgmt For Withhold

Voter Rationale: Directors are expected to hold four or fewer directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt Against ForAmend Omnibus Stock Plan 3

Voter Rationale: Incentive plans that allow for loans to exercise options are inconsistent with good practice and should be eliminated.

IntercontinentalExchange, Inc.

Meeting Date: 17-May-13 Country: USA

Meeting Type: Annual Ticker: ICE

ISIN: US45865V1008 SEDOL: B0PBS81

Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

1h Elect Director Frederic V. Salerno Mgmt For Against

Voter Rationale: Directors are expected to hold four or fewer directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt Against ForElect Director Judith A. Sprieser 1j

Voter Rationale: Directors are expected to hold four or fewer directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt Against ForElect Director Vincent Tese 1k

Voter Rationale: Directors are expected to hold four or fewer directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt Against ForApprove Omnibus Stock Plan 3

Voter Rationale: Incentive plans that allow for loans to exercise options are inconsistent with good practice and should be eliminated.

Mgmt Against ForApprove Non-Employee Director Stock Option Plan 4

Voter Rationale: Incentive plans that allow for loans to exercise options are inconsistent with good practice and should be eliminated.

Page 6 of 21

Votes Against Management Report Date range covered: 04/01/2013 to 06/30/2013

NEST Votes Against Management Report

Intertek Group plc

Meeting Date: 17-May-13 Country: United Kingdom

Meeting Type: Annual Ticker: ITRK

ISIN: GB0031638363 SEDOL: 3163836

Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

2 Approve Remuneration Report Mgmt For Abstain

Voter Rationale: We are concerned that variable pay is overly weighted to short-term performance and we encourage the committee to review the appropriateness of the performance metrics and targets under the performance share plan.

Kansas City Southern

Meeting Date: 02-May-13 Country: USA

Meeting Type: Annual Ticker: KSU

ISIN: US4851703029 SEDOL: 2607647

Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

1.1 Elect Director Terrence P. Dunn Mgmt For Withhold

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

SH For AgainstDeclassify the Board of Directors 5

Voter Rationale: The annual election of directors provides greater accountability to shareholders and is a widely accepted best practice in corporate governance. Shareholders should have the opportunity to communicate with directors regarding their performance regularly.

Page 7 of 21

Votes Against Management Report Date range covered: 04/01/2013 to 06/30/2013

NEST Votes Against Management Report

Keyence Corp.

Meeting Date: 13-Jun-13 Country: Japan

Meeting Type: Annual Ticker: 6861

ISIN: JP3236200006 SEDOL: 6490995

Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

1 Approve Allocation of Income, with a Final Dividend of JPY 45

Mgmt For Against

Voter Rationale: The payout ratio has been consistently low for many years, and the company has never provided a satisfactory explanation. We urge the company to explain the rationale for this to investors.

Mgmt Against ForElect Director Takizaki, Takemitsu 2.1

Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors. F&C has written personally in late April to the company Chairman to encourage corporate governance reform - especially the introduction of outside independent directors to the board. We welcome a response from the company.

Mgmt Against ForElect Director Yamamoto, Akinori 2.2

Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.

Mgmt Against ForElect Director Kanzawa, Akira 2.3

Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.

Mgmt Against ForElect Director Kimura, Tsuyoshi 2.4

Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.

Mgmt Against ForElect Director Ueda, Yoshihiro 2.5

Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.

Mgmt Against ForElect Director Konishi, Masayuki 2.6

Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.

Page 8 of 21

Votes Against Management Report Date range covered: 04/01/2013 to 06/30/2013

NEST Votes Against Management Report

Keyence Corp. Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

Mgmt Against ForElect Director Ideno, Tomohide 2.7

Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.

Mgmt Against ForElect Director Sasaki, Michio 2.8

Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.

Kubota Corp.

Meeting Date: 21-Jun-13 Country: Japan

Meeting Type: Annual Ticker: 6326

ISIN: JP3266400005 SEDOL: 6497509

Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

2.2 Elect Director Tomita, Tetsuji Mgmt For Against

Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.

Mgmt Against ForElect Director Sakamoto, Satoru 2.3

Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.

Mgmt Against ForElect Director Kimata, Masatoshi 2.4

Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.

Mgmt Against ForElect Director Kubo, Toshihiro 2.5

Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.

Page 9 of 21

Votes Against Management Report Date range covered: 04/01/2013 to 06/30/2013

NEST Votes Against Management Report

Kubota Corp. Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

Mgmt Against ForElect Director Kimura, Shigeru 2.6

Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.

Mgmt Against ForElect Director Mizuno, Yuzuru 2.7

Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.

Mgmt Against ForElect Director Sato, Junichi 2.8

Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.

Life Time Fitness, Inc.

Meeting Date: 25-Apr-13 Country: USA

Meeting Type: Annual Ticker: LTM

ISIN: US53217R2076 SEDOL: B01R1Z1

Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

4 Advisory Vote to Ratify Named Executive Officers' Compensation

Mgmt For Against

Voter Rationale: The plan's structure and pay-for performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time.

Lindt & Spruengli AG

Meeting Date: 18-Apr-13 Country: Switzerland

Meeting Type: Annual Ticker: LISN

ISIN: CH0010570759 SEDOL: 5962309

Page 10 of 21

Votes Against Management Report Date range covered: 04/01/2013 to 06/30/2013

NEST Votes Against Management Report

Lindt & Spruengli AG

Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

4.1 Reelect Kurt Widmer as Director Mgmt For Against

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.

Mgmt Against ForReelect Rudolf Spruengli as Director 4.2

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Luxottica Group S.p.A.

Meeting Date: 29-Apr-13 Country: Italy

Meeting Type: Annual Ticker: LUX

ISIN: IT0001479374 SEDOL: 4800659

Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

3 Approve Performance Shares Plan 2013-2017 Mgmt For Against

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over time.

Mgmt Against ForApprove Remuneration Report 4

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over time.

MEDNAX, Inc.

Meeting Date: 09-May-13 Country: USA

Meeting Type: Annual Ticker: MD

ISIN: US58502B1061 SEDOL: 2677640

Page 11 of 21

Votes Against Management Report Date range covered: 04/01/2013 to 06/30/2013

NEST Votes Against Management Report

MEDNAX, Inc.

Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

1.2 Elect Director Waldemar A. Carlo Mgmt For Withhold

Voter Rationale: The board should not contain a significant number of directors with board tenure in excess of 12 years. The nominating committee should remove directors who have long board tenure from committees that require absolute independence.

Mgmt Withhold ForElect Director Michael B. Fernandez 1.3

Voter Rationale: The board should not contain a significant number of directors with board tenure in excess of 12 years. The nominating committee should remove directors who have long board tenure from committees that require absolute independence.

Mgmt Withhold ForElect Director Roger K. Freeman 1.4

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take failed to ensure an appropriately fresh board.

Mgmt Against ForAdvisory Vote to Ratify Named Executive Officers' Compensation

3

Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time.

Mettler-Toledo International Inc.

Meeting Date: 02-May-13 Country: USA

Meeting Type: Annual Ticker: MTD

ISIN: US5926881054 SEDOL: 2126249

Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

3 Advisory Vote to Ratify Named Executive Officers' Compensation

Mgmt For Against

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice for large companies.

Page 12 of 21

Votes Against Management Report Date range covered: 04/01/2013 to 06/30/2013

NEST Votes Against Management Report

Nordstrom, Inc.

Meeting Date: 14-May-13 Country: USA

Meeting Type: Annual Ticker: JWN

ISIN: US6556641008 SEDOL: 2641827

Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

3 Advisory Vote to Ratify Named Executive Officers' Compensation

Mgmt For Against

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice for large companies. Furthermore, plans should not pay out for below-median performance. This undermines a pay-for-performance approach which should reward above-average performance. Such practices blunt the impact of variable pay.

Praxair, Inc.

Meeting Date: 23-Apr-13 Country: USA

Meeting Type: Annual Ticker: PX

ISIN: US74005P1049 SEDOL: 2699291

Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

1.2 Elect Director Oscar Bernardes Mgmt For Against

Voter Rationale: Directors are expected to hold four or fewer directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt Against ForAdvisory Vote to Ratify Named Executive Officers' Compensation

2

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice for large companies.

SH Abstain AgainstRequire Consistency with Corporate Values and Report on Political Contributions

3

Voter Rationale: The company provides reasonable disclosure of its political donations. However, it should enhance transparency around its public policy priorities, as well as its key relationships with trade associations that engage on lobbying on its behalf.

Page 13 of 21

Votes Against Management Report Date range covered: 04/01/2013 to 06/30/2013

NEST Votes Against Management Report

Principal Financial Group, Inc.

Meeting Date: 21-May-13 Country: USA

Meeting Type: Annual Ticker: PFG

ISIN: US74251V1026 SEDOL: 2803014

Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

3 Advisory Vote to Ratify Named Executive Officers' Compensation

Mgmt For Against

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice for large companies.

Prudential plc

Meeting Date: 16-May-13 Country: United Kingdom

Meeting Type: Annual Ticker: PRU

ISIN: GB0007099541 SEDOL: 0709954

Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

2 Approve Remuneration Report Mgmt For Abstain

Voter Rationale: We support the chief executive, but given his high level of remuneration we do believe the remuneration committee should have reflected the CEO's censure and the company's regulatory fine relating to AIA in his annual bonus award.

Santos Ltd.

Meeting Date: 09-May-13 Country: Australia

Meeting Type: Annual Ticker: STO

ISIN: AU000000STO6 SEDOL: 6776703

Page 14 of 21

Votes Against Management Report Date range covered: 04/01/2013 to 06/30/2013

NEST Votes Against Management Report

Santos Ltd.

Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

4 Approve the Grant of Share Acquisition Rights to David Knox, Chief Executive Officer and Managing Director of the Company

Mgmt For Against

Voter Rationale: This plan is linked to a single performance target, relative TSR, over a three year period. While TSR may be one useful performance metric, it may also reflect movements in the oil price more than executive performance. We encourage the remuneration committee to consider diversifying the targets under the long-term incentive plan to better reflect executives' contribution to performance.

SAP AG

Meeting Date: 04-Jun-13 Country: Germany

Meeting Type: Annual Ticker: SAP

ISIN: DE0007164600 SEDOL: 4846288

Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

4 Approve Discharge of Supervisory Board for Fiscal 2012

Mgmt For Abstain

Voter Rationale: We abstained on the discharge of the supervisory board for following reasons: 1) Remuneration Plan: the company received a substantial vote against its remuneration system (34%) and has not put a reviewed system to a shareholder vote this year. We strongly urge the company to be responsive to shareholder concerns over remuneration. In last year’s vote on the remuneration plan we abstained. We recognised that SAP had taken several positive steps to improve its remuneration system, we remained concerned by the lack of disclosure of performance criteria, targets or caps according to which discretionary payments can be granted. While we commended management for successfully leading the company into a phase of significant growth, we asked the company to disclose the weighting of the performance criteria for the annual bonus and their targets to enable shareholders to understand whether the significant increase of the bonus payment this year is justified on the basis of stringent performance-based elements or a result of the discretionary power of the supervisory board.2) We also strongly encourage the company to put directors to election on an annual basis to improve board accountability. The fact that no directors are standing for election this year is particularly concerning in light of the significant levels of shareholder opposition to the re-election of a number of directors in 2012. We continue to have concerns over the supervisory board’s low independence levels (at only 25%), which is below the minimum one-third independence level we require for the German market. Furthermore, we urge the company to establish fully independent audit and remuneration committees.

Page 15 of 21

Votes Against Management Report Date range covered: 04/01/2013 to 06/30/2013

NEST Votes Against Management Report

Spectra Energy Corp

Meeting Date: 30-Apr-13 Country: USA

Meeting Type: Annual Ticker: SE

ISIN: US8475601097 SEDOL: B1L60G9

Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

1h Elect Director Dennis R. Hendrix Mgmt For Against

Voter Rationale: Executives from acquired companies are not sufficiently independent to serve on key board committees and should be considered affiliated directors.

Mgmt Against ForElect Director Michael G. Morris 1j

Voter Rationale: Directors are expected to hold four or fewer directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt Against ForAdvisory Vote to Ratify Named Executive Officers' Compensation

3

Voter Rationale: Plans should not pay out for below-median performance. This undermines a pay-for-performance approach which should reward above-average performance. Such practices blunt the impact of variable pay.

SH For AgainstReport on Lobbying Payments and Policy 4

Voter Rationale: Comprehensive, aggregate disclosure on political spending is best practice. Disclosure should include all state and local donations including support for 527 organizations and ballot initiatives. In addition, the company should identify key relationships with trade associations that engage in lobbying on the corporation's behalf, as well as describe the its policies and processes for giving. We ask that the board provide ultimate oversight for political donations.

SH For AgainstReport on Methane Emissions 5

Voter Rationale: Climate change presents ongoing and serious long-term operational and regulatory risks that can impact shareholder value. The company should assess and set goals to address its greenhouse gas emissions. This is particularly important given the need for individual corporate action given the regulatory vacuum on this important issue in the United States.

Standard Chartered plc

Meeting Date: 08-May-13 Country: United Kingdom

Meeting Type: Annual Ticker: STAN

ISIN: GB0004082847 SEDOL: 0408284

Page 16 of 21

Votes Against Management Report Date range covered: 04/01/2013 to 06/30/2013

NEST Votes Against Management Report

Standard Chartered plc

Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

3 Approve Remuneration Report Mgmt For Abstain

Voter Rationale: We recognise that compared to many global banks the company's remuneration is generally not excessive relative to its performance, but we have concerns about remuneration in the sector more broadly. Our vote takes into consideration the company's relatively limited reduction in the remuneration awards to its chief executive and finance director given the settlement with US authorities relating to past compliance violations. While we appreciate that many executives at the bank were not themselves personally responsible for the violations that occurred in earlier years, we do believe the bank and its executive management should remain accountable to shareholders on this matter. We also have concerns about the high quantum of incentive awards granted to the head of wholesale banking--a level of quantum which is inconsistent both with UK norms, as well as with remuneration levels among other executive directors. While we appreciate the competitive nature of the bank's main operating markets outside the UK puts pressure on pay levels in the bank, we discourage this quantum of awards relative to this level of base salary.

Tractor Supply Company

Meeting Date: 02-May-13 Country: USA

Meeting Type: Annual Ticker: TSCO

ISIN: US8923561067 SEDOL: 2900335

Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

3 Advisory Vote to Ratify Named Executive Officers' Compensation

Mgmt For Against

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice for large companies.

U.S. Bancorp

Meeting Date: 16-Apr-13 Country: USA

Meeting Type: Annual Ticker: USB

ISIN: US9029733048 SEDOL: 2736035

Page 17 of 21

Votes Against Management Report Date range covered: 04/01/2013 to 06/30/2013

NEST Votes Against Management Report

U.S. Bancorp

Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

1a Elect Director Douglas M. Baker, Jr. Mgmt For Against

Voter Rationale: D. Baker is not sufficiently independent from fellow directors J. Johnson and J. Levin who evaluate and determine compensation for Mr. Baker at Ecolab. This type of director interlock is poor practice.

Mgmt Against ForElect Director Victoria Buyniski Gluckman 1c

Voter Rationale: V. Buyniski Gluckman lacks independence due to a familial relationship with a bank employee as well as long tenure in excess of 12 years. She should no longer serve on the audit, compensation or nominating committees.

Mgmt Against ForElect Director Arthur D. Collins, Jr. 1d

Voter Rationale: Boards where more than 33% We oppose A. Collins, the chairman of the nominating committee, because the US Bancorp board follows poor practice. The independence of its directors is compromised by many factors including inappropriate board interlocks and familial relationships with employees. In addition, more than one-third of the non-executive directors have served for more than 12 years. Long service can erode independence as directors become close to management and each other, and overly invested in prior strategic decisions.

Mgmt Against ForElect Director Roland A. Hernandez 1f

Voter Rationale: R. Hernandez because sits on the boards of more than four companies. Directors must have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt Against ForElect Director Joel W. Johnson 1h

Voter Rationale: J. Johnson has served on the board for more than 12 years. Long service erodes independence and he should no longer serve on the audit, compensation or nominating committees.

Mgmt Against ForElect Director Jerry W. Levin 1j

Voter Rationale: J. Levin lacks independence due to long tenure in excess of 12 years and yet sits on key board committees.

Mgmt Against ForElect Director David B. O'Maley 1k

Voter Rationale: D. O'Maley lacks independence due to long tenure in excess of 12 years and yet sits on key board committees.

Mgmt Against ForElect Director O'dell M. Owens 1l

Voter Rationale: O. Owens lacks independence due to a familial relationship with a bank employee, as well as from long tenure in excess of 12 years.

Mgmt Against ForElect Director Patrick T. Stokes 1n

Voter Rationale: P. Stokes lacks independence due to long tenure in excess of 12 years and yet sits on key board committees.

Mgmt Against ForAdvisory Vote to Ratify Named Executive Officers' Compensation

3

Voter Rationale: Once again, we voted against the compensation plan because the one-year RoE performance metric is too short-term for a so-called long-term incentive plan. We recommend that the company consider using a risk-adjusted award in future. While we applaud the committee for utilizing a peer group to evaluate relative performance – we believe that performance targets should not pay out when a company achieves bottom quartile performance. This undermines a pay-for-performance approach which should reward above-average performance. Such practices blunt the impact of variable pay. In addition, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice for large companies.

Page 18 of 21

Votes Against Management Report Date range covered: 04/01/2013 to 06/30/2013

NEST Votes Against Management Report

U.S. Bancorp Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

SH For AgainstRequire Independent Board Chairman 4

Voter Rationale: Appointing a fully independent chairman creates a balance of power that is more conducive to long-term performance. A board headed by management cannot reasonably provide the best oversight and evaluation of management's performance.

Umicore

Meeting Date: 30-Apr-13 Country: Belgium

Meeting Type: Annual/Special Ticker: UMI

ISIN: BE0003884047 SEDOL: 4005001

Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

2 Approve Remuneration Report Mgmt For Against

Voter Rationale: Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval.

Under Armour, Inc.

Meeting Date: 30-Apr-13 Country: USA

Meeting Type: Annual Ticker: UA

ISIN: US9043111072 SEDOL: B0PZN11

Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

1.6 Elect Director William R. McDermott Mgmt For Withhold

Voter Rationale: This director's commitments, as a top officer and director at more than two public companies, is excessive and likely to jeopardize the ability to provide appropriate oversight on all boards. CEOs and CFOs make valuable board members but also face tremendous demands on their time.

Page 19 of 21

Votes Against Management Report Date range covered: 04/01/2013 to 06/30/2013

NEST Votes Against Management Report

Union Pacific Corporation

Meeting Date: 16-May-13 Country: USA

Meeting Type: Annual Ticker: UNP

ISIN: US9078181081 SEDOL: 2914734

Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

3 Advisory Vote to Ratify Named Executive Officers' Compensation

Mgmt For Against

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice for large companies.

SH For AgainstReport on Lobbying Payments and Policy 5

Voter Rationale: Comprehensive, aggregate disclosure on political spending is best practice. Disclosure should include all state and local donations including support for 527 organizations and ballot initiatives. In addition, the company should identify key relationships with trade associations that engage in lobbying on the corporation's behalf, as well as describe its policies and processes for giving. We ask that the board provide ultimate oversight for political donations.

VeriFone Systems, Inc.

Meeting Date: 20-Jun-13 Country: USA

Meeting Type: Annual Ticker: PAY

ISIN: US92342Y1091 SEDOL: B07RH68

Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

2 Amend Omnibus Stock Plan Mgmt For Against

Voter Rationale: The grant rate is too high, and may lead to excessive dilution. Furthermore, executive pay is not effectively linked to company performance. Performance targets should be clearly disclosed and stretching, and the compensation committee should do more to establish compensation packages that build shareholder value over time.

Mgmt Against ForAdvisory Vote to Ratify Named Executive Officers' Compensation

3

Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time.

Page 20 of 21

Votes Against Management Report Date range covered: 04/01/2013 to 06/30/2013

NEST Votes Against Management Report

W.W. Grainger, Inc.

Meeting Date: 24-Apr-13 Country: USA

Meeting Type: Annual Ticker: GWW

ISIN: US3848021040 SEDOL: 2380863

Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

1.1 Elect Director Brian P. Anderson Mgmt For Withhold

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board. Furthermore, the board should not contain a significant number of directors with board tenure in excess of 12 years. The nominating committee should remove directors who have long board tenure from committees that require absolute independence.

Mgmt Withhold ForElect Director John W. McCarter, Jr. 1.5

Voter Rationale: The board should not contain a significant number of directors with board tenure in excess of 12 years. The nominating committee should remove directors who have long board tenure from committees that require absolute independence.

Mgmt Withhold ForElect Director Neil S. Novich 1.6

Voter Rationale: The board should not contain a significant number of directors with board tenure in excess of 12 years. The nominating committee should remove directors who have long board tenure from committees that require absolute independence.

Mgmt Withhold ForElect Director James D. Slavik 1.11

Voter Rationale: The board should not contain a significant number of directors with board tenure in excess of 12 years. The nominating committee should remove directors who have long board tenure from committees that require absolute independence.

Mgmt Against ForAdvisory Vote to Ratify Named Executive Officers' Compensation

3

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice for large companies.

Page 21 of 21