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Fiera Capital Corporation

PRI reporting framework 2017

Export Public Responses

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Overview

LEA 17. Voting policy & approach

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17.1. Indicate whether your organisation has a formal voting policy.

17.2. Indicate what your voting policy covers:

17.3. Attach or provide a URL to your voting policy. [Optional]

17.4. Provide a brief overview of your organization’s approach to (proxy) voting.

Scope of the Guidelines

These guidelines govern the exercise, by Fiera Capital Corporation (hereinafter called "Fiera Capital"), of voting rights at shareholders' meetings of companies whose shares are held in Canadian and foreign equity portfolios under its management. The Chief Investment Officer office (the "CIO Office") is responsible for the establishment and annual review of these guidelines.

Objective

Fiera Capital will exercise its voting rights in order to maintain the highest standard of corporate governance, sustainability of the business and practices of the companies whose shares are held. High standards are necessary for maximizing shareholders' value as well as protecting the economic interest of shareholders. Proxy voting is a key element of Fiera Capital's integration of environmental, social and governance ("ESG") factors in the investment process. The intent is to provide and communicate Fiera Capital's guidelines for the exercise of voting rights addressing ESG issues.

17.5. Provide an overview of how you ensure your voting policy is adhered to, giving details of your approach when exceptions to the policy are made (if applicable).

Please see attached proxy voting policy:

The CIO Office is responsible for:

1. Providing the Administration Department with a list of Proxy Managers and accounts they are responsible for;

2. Reviewing the documentation provided by the Proxy Managers when voting differently than what Fiera Capital’s guidelines would indicate or what the external proxy advisory service provider recommends;

3. Convening a meeting when there is a conflict on how shares should be voted in cases where there is more than one Proxy Manager, to discuss with them and decide how the shares shall be voted with instructions sent to the Administration Department;

4. Ensuring consistency in the application of Fiera Capital’s guidelines


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