Keycorp
Proposal 1.
THE ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF OCTOBER 30, 2015, BY AND BETWEEN KEYCORP AND FIRST NIAGARA FINANCIAL GROUP, INC. (THE "MERGER PROPOSAL").
Caisse vote:
For
Applicable policy or principle:
PR_03
Proposal 2A.
TO APPROVE CERTAIN AMENDMENTS TO KEYCORP'S AMENDED AND RESTATED ARTICLES OF INCORPORATION WHICH MODIFY THE VOTING RIGHTS ASSOCIATED WITH KEYCORP'S PREFERRED STOCK (THE "ARTICLES AMENDMENT PROPOSALS"): A PROVISION RELATING TO THE MECHANICS AND TIMING OF PREFERRED SHAREHOLDERS' RIGHTS TO CALL SPECIAL MEETINGS.
Caisse vote:
For
Applicable policy or principle:
PR_11
Proposal 2B.
TO APPROVE CERTAIN AMENDMENTS TO KEYCORP'S AMENDED AND RESTATED ARTICLES OF INCORPORATION WHICH MODIFY THE VOTING RIGHTS ASSOCIATED WITH KEYCORP'S PREFERRED STOCK (THE "ARTICLES AMENDMENT PROPOSALS"): A PROVISION REQUIRING APPROVAL BY PREFERRED SHAREHOLDERS OF AMENDMENTS OF KEYCORP'S ARTICLES OR REGULATIONS THAT WOULD ADVERSELY AFFECT THEIR VOTING POWERS, RIGHTS OR PREFERENCES.
Caisse vote:
For
Applicable policy or principle:
PR_11
Proposal 2C.
TO APPROVE CERTAIN AMENDMENTS TO KEYCORP'S AMENDED AND RESTATED ARTICLES OF INCORPORATION WHICH MODIFY THE VOTING RIGHTS ASSOCIATED WITH KEYCORP'S PREFERRED STOCK (THE "ARTICLES AMENDMENT PROPOSALS"): A PROVISION REQUIRING APPROVAL BY PREFERRED SHAREHOLDERS OF COMBINATIONS, MAJORITY SHARE ACQUISITIONS, MERGERS OR CONSOLIDATIONS UNLESS THEY RETAIN VOTING POWERS, RIGHTS, PRIVILEGES AND PREFERENCES THAT ARE NOT MATERIALLY LESS FAVORABLE THAN THOSE PRIOR TO SUCH TRANSACTION.
Caisse vote:
For
Applicable policy or principle:
PR_11
Proposal 3.
TO APPROVE AN AMENDMENT TO KEYCORP'S AMENDED AND RESTATED REGULATIONS IN ORDER TO INCREASE THE MAXIMUM SIZE OF THE KEYCORP BOARD OF DIRECTORS FROM 16 TO 17 MEMBERS.
Caisse vote:
For
Applicable policy or principle:
PR_05_03
Proposal 4.
TO APPROVE ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING OF SHAREHOLDERS OF KEYCORP, IF NECESSARY OR APPROPRIATE TO PERMIT FURTHER SOLICITATION OF PROXIES IN FAVOR OF THE MERGER PROPOSAL AND THE ARTICLES AMENDMENT PROPOSALS.
Caisse vote:
Against
Applicable policy or principle:
PR_14