Bruton Ltd.

1.02 Authority to Fill Board Vacancies 

Folketrygdfondet voted against this proposal because it grants the board authority to fill board vacancies without requiring subsequent shareholder approval. This undermines shareholder rights in relation to one of their core responsibilities, the election of board members. While we accept that boards may need to temporarily fill vacancies, best practice requires that such appointments are subject to shareholder confirmation at the next general meeting. The proposal instead provides overly broad discretion to the board, with no clear requirement for ratification or defined limitations. As a result, we consider the proposal to be misaligned with established governance standards and therefore voted against.

2.00 Amendments to Bye-Laws 

Folketrygdfondet’s decision to vote against the Amendments to Bye-Laws is based on a cumulative assessment taking into consideration several shortcomings, inter alia, as it delegates the right to introduce a multi-class share structure to the Board of Directors. We generally oppose changes that create unequal voting rights between shareholders, as this can weaken shareholder equality and reduce governance transparency. Such structures may entrench controlling shareholders and reduce accountability to minority shareholders. Furthermore the proposal grants wide discretion over the appointment and remuneration of the Company’s auditors to the Board. We consider these decisions to be shareholder matters to be determined by the general meeting.