VMWARE, INC.
Proposal 1.
The Merger Agreement Proposal: To vote on a proposal to approve the First Merger and the Second Merger (each as defined below) & to adopt the Agreement & Plan of Merger ("Merger Agreement"), dated as of May 26, 2022, by and among VMware, Inc. ("VMware"), Broadcom Inc. ("Broadcom"), Verona Holdco, Inc., a direct wholly owned subsidiary of VMware ("Holdco"), Verona Merger Sub, Inc., a direct wholly owned subsidiary of Holdco ("Merger Sub 1"), Barcelona Merger Sub 2, Inc., a direct wholly owned subsidiary of Broadcom ("Merger Sub 2"), and Barcelona Merger Sub 3, LLC.
Caisse vote:
For
Applicable policy or principle:
PC_00
Proposal 2.
The Merger-Related Compensation Proposal: To vote on a proposal to approve on an advisory (non-binding) basis the compensation that may be paid or become payable to VMware's named executive officers that is based on or otherwise relates to the Transactions.
Caisse vote:
For
Applicable policy or principle:
PC_00
Proposal 3.
The Adjournment Proposal: To vote on a proposal to approve the adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the Merger Agreement Proposal.
Caisse vote:
For
Applicable policy or principle:
PC_00
Proposal 4.
Charter Amendment Proposal: To vote to approve and adopt an amendment to VMware's Certificate of Incorporation to eliminate the personal liability of VMware's officers for monetary damages for breach of fiduciary duty as an officer, except to the extent such an exemption from liability or limitation thereof is not permitted by the General Corporation Law of the State of Delaware.
Caisse vote:
For
Applicable policy or principle:
PC_00