Organization: BlackRock, Inc.

Year: 2015

Whereas: Whereas: We believe that: 1. Investors do not want their investments to help fund genocide. a) While reasonable people may disagree about socially responsible investing, few want their investments to help fund genocide. b) KRC Research's 2010 study showed 88% of respondents want their investments to be genocide-free. c) Despite active management opposition, millions of investors at Franklin Resources, Fidelity, Vanguard and JPMorgan voted for similar genocide-free investing proposals, submitted by supporters of Investors Against Genocide. d) A 2012 genocide-free investing proposal at ING's Emerging Countries Fund passed decisively, 59.8% to 10.7%, with 29.5% abstaining. 2. BlackRock exercises investment discretion over its own assets and, through investment management contracts, those of its mutual funds and iShares ETFs. 3. Examples demonstrate that BlackRock inadequately protects shareholders from investments in companies funding genocide because BlackRock and funds it manages: a) Make investments that, while legal, are inconsistent with U.S. sanctions explicitly prohibiting transactions relating to Sudan and Syria's petroleum industries. b) Hold 1,436,797,773 PetroChina shares, representing 6.81% of the class outstanding (10/17/2014). CNPC, PetroChina's controlling parent, is Sudan's largest oil business partner, thereby helping fund ongoing government-sponsored genocide and crimes against humanity. CNPC is also Syria's largest oil business partner, thereby helping fund that government's mass atrocities. c) Hold 1,798,284,003 Sinopec shares, representing 7.05% of the class outstanding (11/5/5014), another large oil company in Sudan and Syria with trade revenues helping fund mass atrocities. d) Claim to 'factor environmental, social and corporate governance (ESG) considerations into their investment decision-making,' to be committed to the UN Principles for Responsible Investment to 'better align investors with broader objectives of society,' and to manage social/ethical risks, yet maintain large holdings of PetroChina and Sinopec despite their connection to genocide, an inherent risk factor. 4. Individuals, through ownership of shares of BlackRock and its funds, may inadvertently invest in companies that help support genocide. BlackRock may add or increase holdings in problem companies without notice. Should BlackRock's duties as an advisor require holding these investments, prominent disclosure would help shareholders avoid unintentional ownership. 5. BlackRock can implement a genocide-free investing policy because: a) Ample alternative investments exist. b) Avoiding problem companies need not significantly affect investment performance, as shown in Gary Brinson's classic asset allocation study. c) Even index funds need not invest in every security to statistically track index performance. d) Appropriate disclosure can address any legal concerns regarding exclusion of problem companies. e) Management can easily obtain independent assessments to identify companies connected to genocide. f) Time-limited engagement with problem companies is still possible when management believes engagement will be effective. g) Other large financial firms (including T. Rowe Price and TIAA-CREF) have policies to avoid such investments. 6. Investor action can influence foreign governments, as in South Africa and South Sudan. RESOLVED Shareholders request that the Board institute transparent procedures to avoid holding or recommending investments in companies that, in management's judgment, substantially contribute to genocide or crimes against humanity, the most egregious violation of human rights.

Resolved: Resolved: Shareholders request that the Board institute transparent procedures to avoid holding or recommending investments in companies that, in management's judgment, substantially contribute to genocide or crimes against humanity, the most egregious violation of human rights.