Erin D. Nelson
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| | Item | | Proposal | | Type | | Vote | | For/Against Management | | |
| | CMMT | | PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/sehk/ 2012/0531/LTN20120531246.pdf | | Non-Voting | | | | | | |
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| | CMMT | | PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF “ABSTAIN” WILL BE TREATED-THE SAME AS A “TAKE NO ACTION” VOTE. | | Non-Voting | | | | | | |
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| | 1 | | To receive and consider the audited accounts for the year ended March 31, 2012 together with the reports of the directors and auditor thereon | | Management | | For | | For | | |
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| | 2 | | To declare a final dividend for the issued ordinary shares for the year ended March 31, 2012 | | Management | | For | | For | | |
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| | 3(a) | | To re-elect Mr. Zhao John Huan as director | | Management | | For | | For | | |
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| | 3(b) | | To re-elect Mr. Nobuyuki Idei as director | | Management | | For | | For | | |
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| | 3(c) | | To re-elect Mr. Zhu Linan as director | | Management | | For | | For | | |
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| | 3(d) | | To re-elect Ms. Ma Xuezheng as director | | Management | | For | | For | | |
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| | 3(e) | | To re-elect Mr. Ting Lee Sen as director | | Management | | For | | For | | |
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| | 3(f) | | To re-elect Mr. William O. Grabe as director | | Management | | For | | For | | |
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| | 3(g) | | To authorize the board of directors to fix directors’ fees | | Management | | For | | For | | |
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| | 4 | | To re-appoint PricewaterhouseCoopers as auditor and authorize the board of directors to fix auditor’s remuneration | | Management | | For | | For | | |
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| | 5 | | Ordinary Resolution - To grant a general mandate to the directors to allot, issue and deal with additional ordinary shares not exceeding 20% of the aggregate nominal amount of the issued ordinary share capital of the Company | | Management | | For | | For | | |
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| | 6 | | Ordinary Resolution - To grant a general mandate to the directors to repurchase ordinary shares not exceeding 10% of the aggregate nominal amount of the issued ordinary share capital of the Company | | Management | | For | | For | | |
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| | 7 | | Ordinary Resolution - To extend the general mandate to the directors to issue new ordinary shares of the Company by adding the number of the shares repurchased | | Management | | For | | For | | |
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| | Item | | Proposal | | Type | | Vote | | For/Against Management | | |
| | CMMT | | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 101275 DUE TO CHANGE IN SE-QUENCE OF AGENDA. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARD-ED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. | | Non-Voting | | | | | | |
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| | CMMT | | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ ONLY-FOR RESOLUTION “6” AND ‘IN FAVOR’ OR ‘ABSTAIN’ ONLY FOR RESOLUTION NUMBERS “1-.1 TO 1.9”. THANK YOU. | | Non-Voting | | | | | | |
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| | 1.1 | | Election of Director: Dr. George S.K. TY | | Management | | For | | For | | |
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| | 1.2 | | Election of Director: Arthur V. TY | | Management | | For | | For | | |
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| | 1.3 | | Election of Director: Alfred V. TY | | Management | | For | | For | | |
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| | 1.4 | | Election of Director: Carmelo Maria Luza Bautista | | Management | | For | | For | | |
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| | 1.5 | | Election of Director: Roderico V. Puno | | Management | | For | | For | | |
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| | 1.6 | | Election of Director: Solomon S. Cua | | Management | | For | | For | | |
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| | 1.7 | | Election of Director: Manuel Q. Bengson | | Management | | For | | For | | |
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| | 1.8 | | Election of Independent Director: Jaime Miguel G. Belmonte | | Management | | For | | For | | |
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| | 1.9 | | Election of Independent Director: Renato C. Valencia | | Management | | For | | For | | |
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| | 2 | | Approval of minutes of previous annual and special stockholders’ meetings | | Management | | For | | For | | |
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| | 3 | | Approval of annual report | | Management | | For | | For | | |
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| | 4 | | Ratification of all acts and resolutions of the Board of Directors and Executive Officers | | Management | | For | | For | | |
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| | 5 | | Election of Sycip Gorres Velayo & Co. as independent auditors | | Management | | For | | For | | |
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| | 6 | | At their discretion, the proxies named above are authorized to vote upon such other matters as may properly come before the meeting | | Management | | Abstain | | For | | |
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| | CMMT | | PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN TEXT OF RESOLUTIONS 4 AND-6. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | | | |
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| | Item | | Proposal | | Type | | Vote | | For/Against Management | | |
| | CMMT | | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR-ALL RESOLUTIONS. THANK YOU. | | Non-Voting | | | | | | |
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| | CMMT | | PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/sehk/ 2012/0618/LTN20120618664.pdf | | Non-Voting | | | | | | |
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| | 1 | | To receive, consider and adopt the reports of the directors and the auditors and the audited consolidated financial statements of the Company for the year ended 31 March 2012 | | Management | | For | | For | | |
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| | 2 | | To declare a final dividend of HK7 cents per share for the year ended 31 March 2012 | | Management | | For | | For | | |
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| | 3 | | To approve the re-election of Mr. Alan Marnie as an executive director of the Company and the terms of his appointment (including remuneration) | | Management | | For | | For | | |
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| | 4 | | To approve the re-election of Mr. Wong Man Li as an executive director of the Company and the terms of his appointment (including remuneration) | | Management | | For | | For | | |
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| | 5 | | To approve the re-election of Ms. Hui Wai Hing as an executive director of the Company and the terms of her appointment (including remuneration) | | Management | | For | | For | | |
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| | 6 | | To approve the re-election of Mr. Chau Shing Yim, David as an independent non-executive director of the Company and the terms of his appointment (including remuneration) | | Management | | For | | For | | |
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| | 7 | | To authorise the board of directors to approve and confirm the remuneration for Mr. Lee Teck Leng, Robson | | Management | | For | | For | | |
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| | 8 | | To authorise the board of directors to approve and confirm the remuneration for Mr. Ong Chor Wei | | Management | | For | | For | | |
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| | 9 | | To re-appoint Deloitte Touche Tohmatsu as auditors of the Company and to authorise the board of directors of the Company to fix their remuneration | | Management | | For | | For | | |
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| | 10 | | To grant a general mandate to the directors of the Company to allot, issue and deal with new shares of the Company not exceeding 20% of its issued share capital | | Management | | For | | For | | |
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| | 11 | | To grant a general mandate to the directors of the Company to repurchase shares of the Company not exceeding 10% of its issued share capital | | Management | | For | | For | | |
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| | 12 | | To extend the general mandate granted to the directors of the Company to allot, issue and deal with new shares by an amount not exceeding the amount of the shares repurchased by the Company | | Management | | For | | For | | |
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| | Item | | Proposal | | Type | | Vote | | For/Against Management | | |
| | 1 | | To receive and adopt the financial statements for the year ended 31 March 2012, together with the reports of the directors and auditors therein | | Management | | For | | For | | |
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| | 2 | | To receive and, if thought fit, to approve the Directors’ Remuneration Report 2012 contained in the Annual Report for the year ended 31 March 2012 | | Management | | For | | For | | |
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| | 3 | | To elect Dr A J Clark as a director of the Company | | Management | | For | | For | | |
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| | 4 | | To re-elect Mr M H Armour as a director of the Company | | Management | | For | | For | | |
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| | 5 | | To re-elect Mr G C Bible as a director of the Company | | Management | | For | | For | | |
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| | 6 | | To re-elect Mr D S Devitre as a director of the Company | | Management | | For | | For | | |
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| | 7 | | To re-elect Mrs L M S Knox as a director of the Company | | Management | | For | | For | | |
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| | 8 | | To re-elect Mr E A G Mackay as a director of the Company | | Management | | For | | For | | |
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| | 9 | | To re-elect Mr P J Manser as a director of the Company | | Management | | For | | For | | |
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| | 10 | | To re-elect Mr J A Manzoni as a director of the Company | | Management | | For | | For | | |
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| | 11 | | To re-elect Mr M Q Morland as a director of the Company | | Management | | For | | For | | |
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| | 12 | | To re-elect Dr D F Moyo as a director of the Company | | Management | | For | | For | | |
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| | 13 | | To re-elect Mr C A Perez Davila as a director of the Company | | Management | | For | | For | | |
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| | 14 | | To re-elect Mr M C Ramaphosa as a director of the Company | | Management | | For | | For | | |
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| | 15 | | To re-elect Mr A Santo Domingo Davila as a director of the Company | | Management | | For | | For | | |
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| | 16 | | To re-elect Ms H A Weir as director of the Company | | Management | | For | | For | | |
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| | 17 | | To re-elect Mr H A Willard as a director of the Company | | Management | | For | | For | | |
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| | 18 | | To re-elect Mr J S Wilson as a director of the Company | | Management | | For | | For | | |
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| | 19 | | To declare a final dividend of 69.5 US cents per share | | Management | | For | | For | | |
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| | 20 | | To re-appoint PricewaterhouseCoopers LLP as auditors of the Company | | Management | | For | | For | | |
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| | 21 | | To authorise the directors to determine the remuneration of the auditors | | Management | | For | | For | | |
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| | 22 | | To give a general power and authority to the directors to allot shares | | Management | | For | | For | | |
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| | 23 | | To give a general power and authority to the directors to allot shares for cash otherwise than pro rata to all shareholders | | Management | | For | | For | | |
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| | 24 | | To give a general authority to the directors to make market purchases of ordinary shares of USD 0.10 each in the capital of the Company | | Management | | For | | For | | |
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| | 25 | | To approve the calling of general meetings, other than an annual general meeting, on not less than 14 clear days’ notice | | Management | | For | | For | | |
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| | | | PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN THE TEXT OF RESOLUT-ION 8.IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY-FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | | | |
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| | Item | | Proposal | | Type | | Vote | | For/Against Management | | |
| | CMMT | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE | | Non-Voting | | | | | | |
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| | CMMT | | PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE- NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN-ARE ALLOWED. THANK YOU | | Non-Voting | | | | | | |
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| | I.A | | To vote, in accordance with the terms of article 256 and its respective paragraphs of law number 6404.76, regarding the purchase by the company of the business companies Pelagio Participacoes S.A., a closely held Share Corporation, Incorporated and existing in accordance with Brazilian Law, with its head office at Rua Rufino De Alencar 121, room 2 Altos, Downtown in the municipality of Fortaleza, State of Ceara, zip code 60060.620, with corporate taxpayer Id Number, CNPJ.MF, 11.788.655.0001.92 and with its founding documents filed with the Ceara State Board of trade under business identification number, Nire, 23.300.029.658, which has full control over Pelagio Oliveira S.A., a closely held share corporation, with its head office at Avenida Parque Oeste 2101, Distrito Industrial, Municipality of Maracanau, State of Ceara, CONTD | | Management | | No Action | | | | |
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| | CONT | | CONTD with corporate taxpayer Id Number, CNPJ.MF, 07.224.090.0001.43 and its-founding documents filed with the Ceara State Board of trade under business-identification number, Nire, 23300017153 | | Non-Voting | | | | | | |
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| | I.B | | JBrandao Comercio E Industria Ltda., a limited company, with its head office at Avenida Parque Oeste 2113, Distrito Industrial, Municipality of Maracanau, State of Ceara, with corporate taxpayer Id number, CNPJ.MF, 06.822.340.0001.84 and its founding documents filed with the Ceara State Board of trade under business identification number, Nire, 23200219684, done on December 23, 2011 | | Management | | No Action | | | | |
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| | II.A | | To discuss and vote regarding the proposal for the merger, into the company, of the company under its full control Pelagio Oliveira S.A. and, in this regard, to discuss and vote regarding the protocol and justification of merger of Pelagio Oliveira S.A. into the company, which was signed on August 15, 2012, by the managers of both the companies, as well as of the acts and measures contemplated in it | | Management | | No Action | | | | |
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| | II.B | | To appoint the appraisers charged with valuing the equity of Pelagio Oliveira S.A. that is to be merged into the company | | Management | | No Action | | | | |
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| | II.C | | To discuss and vote regarding the valuation report confirming the equity value of Pelagio Oliveira S.A. prepared by the appraisers who were appointed | | Management | | No Action | | | | |
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| | II.D | | To approve the merger of Pelagio Oliveira S.A. into the company | | Management | | No Action | | | | |
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| | Item | | Proposal | | Type | | Vote | | For/Against Management | | |
| | CMMT | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE | | Non-Voting | | | | | | |
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| | A | | To authorize the preparation of the minutes of the extraordinary general meeting in summary form, in accordance with the terms of article 130, paragraph 1, of law number 6404 of December 15, 1976, as amended, from here onwards the Brazilian corporate law | | Management | | No Action | | | | |
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| | B | | To ratify the appointment made by the managers of the company of Famais Franchising S.A. a closely held share corporation with its head office at Rua Gomes De Carvalho 1629, sixth floor, vila olimpia, zip code 04547.006, in the city of Sao Paulo, state of Sao Paulo, with corporate taxpayer id number, CNPJ.MF, 00.259.932.0001.53, from here onwards Farmais, of the specialized company Deloitte Touche Tohmatsu Consultores Ltda. a limited company duly established in accordance with the laws of the federative republic of Brazil, with corporate taxpayer id number, CNPJ.MF, 02.189.924.0001.03, with its head office at Rua Alexandre Dumas 1981, zip code 04717.906, in the city of Sao Paulo, state of Sao Paulo, from here onwards Deloitte Consultores, for the preparation of the valuation report for the shares of Farmais, on the basis CONTD | | Management | | No Action | | | | |
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| | CONT | | CONTD of their respective economic value, from here onwards the valuation-report, to serve as the basis for the increase of the share capital of the-company as a result of the Farmais share merger, as defined below | | Non-Voting | | No Action | | | | |
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| | C | | To consider and vote regarding the valuation report referred to in item B above | | Management | | No Action | | | | |
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| | D | | To consider and vote regarding the protocol of share merger and instrument of justification, from here onwards the protocol, signed by the management of the company and of Farmais, which reflects the terms of the merger of the shares of Farmais into the company, from here onwards the Farmais share merger | | Management | | No Action | | | | |
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| | E | | To consider and vote regarding the substitution ratio of the shares issued by Farmais for new shares to be issued by the company | | Management | | No Action | | | | |
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| | F | | To vote regarding the Farmais share merger | | Management | | No Action | | | | |
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| | G | | To vote regarding the increase of the share capital of the company resulting from the Farmais share merger, as well as the consequent amendment of the main part of article 5 of its corporate bylaws | | Management | | No Action | | | | |
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| | H | | To vote regarding the amendment of article 6 of the corporate bylaws of the company, for the purpose of reflecting the new position of the authorized capital of the company, taking into account the capital increases carried out within the limits of the authorized capital approved at the meetings of the board of directors of the company held on March 28, June 21, July 6 and July 25, 2012, as well as the consequent amendment of the main part of article 5 of the corporate bylaws of the company because of the mentioned capital increases carried out within the limits of the authorized capital | | Management | | No Action | | | | |
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| | I | | The vote regarding the amendment of article 2 of the corporate bylaws of the company to reflect the opening of a new administrative office of the company | | Management | | No Action | | | | |
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| | J | | To approve the amendment and restatement of the corporate bylaws of the company, as a result of the resolutions above | | Management | | No Action | | | | |
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| | K | | To authorize the managers of the company to do all the acts that are necessary for the formalization of the Farmais share merger and of the other matters approved | | Management | | No Action | | | | |
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| | CMMT | | PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NO-T ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE A-LLOWED. THANK YOU | | Non-Voting | | | | | | |
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| | CMMT | | PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLES-S YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | | | |
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| | Item | | Proposal | | Type | | Vote | | For/Against Management | | |
| | CMMT | | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR-ALL RESOLUTIONS. THANK YOU. | | Non-Voting | | | | | | |
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| | CMMT | | PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/SEH K/2012/0830/LTN20120830609.pdf A-ND http://www.hkexnews.hk/listedco/listconews/sehk/ 2012/0830/LTN20120830363.pd-f | | Non-Voting | | | | | | |
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| | 1 | | Ordinary resolution numbered 1 of the Notice of EGM dated 30 August 2012 (to approve the agreement in relation to the acquisition of certain assets and associated liabilities of the CDMA Network) | | Management | | For | | For | | |
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| | 2 | | Ordinary resolution numbered 2 of the Notice of EGM dated 30 August 2012 (to approve the continuing connected transactions contemplated under the Engineering Framework Agreement and the proposed Annual Caps) | | Management | | For | | For | | |
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| | 3 | | Ordinary resolution numbered 3 of the Notice of EGM dated 30 August 2012 (to approve the continuing connected transactions contemplated under the Ancillary Telecommunications Services Framework Agreement and the proposed Annual Caps) | | Management | | For | | For | | |
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| | 4 | | Ordinary resolution numbered 4 of the Notice of EGM dated 30 August 2012 (to approve the election of Mr. Chen Liangxian as a Director of the Company) | | Management | | For | | For | | |
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| | 5 | | Ordinary resolution numbered 5 of the Notice of EGM dated 30 August 2012 (to approve the election of Mr. Shao Chunbao as a Supervisor of the Company) | | Management | | For | | For | | |
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| | 6 | | Ordinary resolution numbered 6 of the Notice of EGM dated 30 August 2012 (to approve the election of Mr. Hu Jing as a Supervisor of the Company) | | Management | | For | | For | | |
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| | 7.1 | | Special resolution numbered 7.1 of the Notice of EGM dated 30 August 2012 (to approve the amendments to Article 13 of the articles of association of the Company) | | Management | | For | | For | | |
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| | 7.2 | | Special resolution numbered 7.2 of the Notice of EGM dated 30 August 2012 (to approve the amendments to Article 118 of the articles of association of the Company) | | Management | | For | | For | | |
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| | 7.3 | | Special resolution numbered 7.3 of the Notice of EGM dated 30 August 2012 (to authorise any Director of the Company to complete registration or fi ling of the amendments to the articles of association) | | Management | | For | | For | | |
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| | CMMT | | PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF URL LINK. IF YOU HAVE A-LREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DEC-IDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | | | |
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| | Item | | Proposal | | Type | | Vote | | For/Against Management | | |
| | 1A. | | ELECTION OF DIRECTOR: STEPHEN J. LUCZO | | Management | | For | | For | | |
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| | 1B. | | ELECTION OF DIRECTOR: FRANK J. BIONDI, JR. | | Management | | For | | For | | |
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| | 1C. | | ELECTION OF DIRECTOR: MICHAEL R. CANNON | | Management | | For | | For | | |
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| | 1D. | | ELECTION OF DIRECTOR: MEI-WEI CHENG | | Management | | For | | For | | |
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| | 1E. | | ELECTION OF DIRECTOR: WILLIAM T. COLEMAN | | Management | | For | | For | | |
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| | 1F. | | ELECTION OF DIRECTOR: JAY L. GELDMACHER | | Management | | For | | For | | |
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| | 1G. | | ELECTION OF DIRECTOR: DR. SEH-WOONG JEONG | | Management | | For | | For | | |
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| | 1H. | | ELECTION OF DIRECTOR: LYDIA M. MARSHALL | | Management | | For | | For | | |
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| | 1I. | | ELECTION OF DIRECTOR: KRISTEN M. ONKEN | | Management | | For | | For | | |
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| | 1J. | | ELECTION OF DIRECTOR: DR. CHONG SUP PARK | | Management | | For | | For | | |
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| | 1K. | | ELECTION OF DIRECTOR: GREGORIO REYES | | Management | | For | | For | | |
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| | 1L. | | ELECTION OF DIRECTOR: EDWARD J. ZANDER | | Management | | For | | For | | |
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| | 2. | | TO APPROVE THE SEAGATE TECHNOLOGY PLC AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN. | | Management | | For | | For | | |
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| | 3. | | TO DETERMINE THE PRICE RANGE AT WHICH THE COMPANY CAN RE-ISSUE TREASURY SHARES OFF-MARKET. | | Management | | For | | For | | |
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| | 4. | | TO AUTHORIZE HOLDING THE 2013 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY AT A LOCATION OUTSIDE OF IRELAND. | | Management | | For | | For | | |
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| | 5. | | TO APPROVE, IN A NON-BINDING ADVISORY VOTE, THE COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATION. | | Management | | For | | For | | |
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| | 6. | | TO RATIFY, IN A NON-BINDING VOTE, THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT AUDITORS FOR FISCAL YEAR 2013 AND TO AUTHORIZE, IN A BINDING VOTE, THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO SET THE AUDITORS’ REMUNERATION. | | Management | | For | | For | | |
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| | Item | | Proposal | | Type | | Vote | | For/Against Management | | |
| | CMMT | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE | | Non-Voting | | | | | | |
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| | CMMT | | PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE- NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN-ARE ALLOWED. THANK YOU | | Non-Voting | | | | | | |
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| | CMMT | | PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER MUST-INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON-THIS ITEM IS RECEIVED WITHOUT A CANDIDATE’S NAME, YOUR VOTE WILL BE PROCESSED-IN FAVOR OR AGAINST OF THE DEFAULT COMPANY’S CANDIDATE. THANK YOU. | | Non-Voting | | | | | | |
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| | I | | The approval of the protocol and justification of merger of Raia S.A., a share Corporation, with its head office in the city of Sao Paulo, state of Sao Paulo, at Praca Panamericana, number 57, Alto de Pinheiros, ZIP code 05461.000, with corporate taxpayer ID number, CNPJ.MF, 60.605.664.0001.06, with its founding documents on file with the Sao Paulo State Board of Trade under company ID number NIRE, 35.300.346.319, from here onwards Raia, into the Company, its controlling shareholder and sole shareholder, entered into between the officers of Raia and the Company, from here onwards the Protocol | | Management | | No Action | | | | |
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| | II | | The ratification of the appointment and hiring of Ernst and Young Terco Auditores Independentes S.S., a company with its head office in the city of Sao Paulo, state of Sao Paulo, at Avenida Juscelino Kubitscheck, number 1830, fifth and sixth floors, Itaim Bibi, ZIP code 04543.900, with corporate taxpayer ID number, CNPJ.MF, 61.366.936.0001.25, registered with the Regional Council of Accountants of the State of Sao Paulo | | Management | | No Action | | | | |
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| | | | under number 2SP015.199.O.6 and with the Brazilian Securities Commission under number 4715, as the specialized company, from here onwards the Specialized Company, responsible for the valuation of the book equity of Raia and the preparation of its respective valuation report, from here onwards the Valuation Report | | | | | | | | |
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| | III | | The approval of the Valuation Report | | Management | | No Action | | | | |
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| | IV | | The approval of the proposal for the merger of Raia into the Company, its controlling shareholder and sole shareholder, with the consequent extinction of Raia and transfer of its equity to the Company, from here onwards the Merger | | Management | | No Action | | | | |
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| | V | | The ratification of all the acts done to this time by the managers of the Company for the purpose of implementing the Merger | | Management | | No Action | | | | |
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| | VI | | The authorization for the managers of the Company to take all of the measures that are necessary to formalized the Merger, including before the government agencies with jurisdiction | | Management | | No Action | | | | |
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| | VII | | The proposal for the election of a new full member and new alternate member to fill the vacant positions on the board of directors of the Company | | Management | | No Action | | | | |
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| | Item | | Proposal | | Type | | Vote | | For/Against Management | | |
| | CMMT | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE | | Non-Voting | | | | | | |
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| | CMMT | | PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE- NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN-ARE ALLOWED. THANK YOU | | Non-Voting | | | | | | |
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| | I | | To vote, in accordance with the terms of article 256 and the respective paragraphs of law number 6.404.76, regarding the purchase by the company of the business company Moinho Santa Lucia Ltda., a private law corporate entity, with corporate taxpayer id number, Cnpj, 03.286.775.0001.63, with its head office and venue in the municipality of Aquiraz, State Of Ceara, on Estrada Do Camara, no address number, Bairro Telha, and the founding documents of which are on file with the state of Ceara board of trade under business id registration number, Nire, to 23.200.825.576 | | Management | | No Action | | | | |
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| | II | | To discuss and vote regarding the proposal for the merger, into the company, of that same company, Minho Santa Lucia Ltda., and, in this regard, a. To discuss and vote regarding the protocol and justification of merger of Moinho Santa Lucia Ltda. Into the company, which was signed on December 11, 2012, by the managers of both of the companies, as well as of the acts and measures contemplated in it, b. To appoint the appraisers charged with the evaluation of the equity of the company to be merged into the company, c. To discuss and vote regarding the valuation report confirming the equity value of Moinho Santa Lucia Ltda. Prepared by the appraisers who are appointed, and d. To approve the merger of Moinho Santa Lucia Ltda. Into the company. Bearing in mind the amount of the transaction to be submitted to the general CONTD | | Management | | No Action | | | | |
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| | CONT | | CONTD meeting, which is the object of item I of this call notice, and in-accordance with the provision of paragraph 2 of article 256 of law 6.404.76,-the dissenting shareholders at the general meeting will have the right of-withdrawal provided for in article 137 of that same law, the shareholders who-were the owners of the shares that are the object of the reimbursement on may- 25, 2012, will have the right to withdraw, and the reimbursement amounts will-be BRL 17.68 per share, based on the last balance sheet, which is dated-December 31, 2011 | | Non-Voting | | | | | | |
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| | Item | | Proposal | | Type | | Vote | | For/Against Management | | |
| | CMMT | | PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY ARE AVAILABLE BY CLICKING ON THE-URL LINKS: http://www.hkexnews.hk/listedco/listconews/sehk/ 2013/0125/LTN20130-125578.pdf, http://www.hkexnews.hk/listedco/listconews/sehk/ 2013/0125/LTN20130-125604.pdf AND http://www.hkexnews.hk/listedco/listconews/sehk/ 2013/0221/LTN20-130221529.pdf | | Non-Voting | | | | | | |
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| | 1.1 | | To consider and approve the proposed issuances of Onshore and Offshore Corporate Debt Financing Instruments: Issuing Entity, Size of Issuance and Method of Issuance That (a) the Company will be the issuing entity of the RMB Debt Financing Instruments. The RMB Debt Financing Instruments that will be approved by or filed with the CSRC and other relevant approval and filing authorities in accordance with the relevant regulations will be issued on an one- off or multiple issuances or multi-tranche issuances bases through public offerings in the PRC or through private placements to qualified investors in accordance with CSRC’s relevant regulations; (b) the Company or its wholly- owned offshore subsidiary(ies) will act as the issuing entity(ies) of the Offshore Debt Financing Instruments. The Offshore Debt Financing CONTD | | Management | | For | | For | | |
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| | CONT | | CONTD Instruments will be issued on an one-off or multiple issuances or-multi-tranche issuances bases through public offerings or private placements-outside the PRC; (c) the sizes of the issuances of the Onshore and Offshore- Corporate Debt Financing Instruments will be no more than RMB 40 billion in-aggregate (including RMB 40 billion, calculated based on the aggregate-balance outstanding on the instruments issued and, in the case of an- instrument denominated in a foreign currency, based on the median price for-the exchange rate announced by the People’s Bank of China on the date of each-issuance), and shall be in compliance with the requirements prescribed in the-relevant laws and regulations on the maximum amount of the debt financing- instruments to be issued; and (d) authorisation be granted to the Board-(which may in CONTD | | Non-Voting | | | | | | |
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| | CONT | | CONTD turn authorise the Authorised Committee) to determine, at its sole-discretion, the issuing entity, the size of issue, the number of tranches,-the currency and the method of each issuance in accordance with the relevant-laws and regulations and the advices and suggestions of the regulatory-authorities, the Company’s actual needs of the funds and the then prevailing- market conditions in order to maximise the interest of the Company | | Non-Voting | | | | | | |
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| | 1.2 | | To consider and approve the proposed issuances of Onshore and Offshore Corporate Debt Financing Instruments: Types That (a) the RMB Debt Financing Instruments will include (as the case may be) ordinary bonds, subordinated bonds, subordinated debts, structured notes and the other types permitted to be issued by the regulatory authorities; (b) the Offshore Debt Financing Instruments will include (as the case may be) bonds, subordinated bonds and structured notes; (c) the terms of each of the subordinated debts or subordinated bonds to be issued under the issuances of the Onshore and Offshore Corporate Debt Financing Instruments shall not contain any provision for conversion into shares; and (d) authorisation be granted to the Board (which may in turn authorise the Authorised Committee) to determine, at its sole discretionCONTD | | Management | | For | | For | | |
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| | CONT | | CONTD , the types of the Onshore and Offshore Corporate Debt Financing-Instruments and the priorities for repayment of creditors in accordance with-the relevant regulations and the then prevailing market conditions | | Non-Voting | | | | | | |
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| | 1.3 | | To consider and approve the proposed issuances of Onshore and Offshore Corporate Debt Financing Instruments: Term That (a) the term of each of the Onshore and Offshore Corporate Debt Financing Instruments shall be no longer than 10 years (inclusive) with a single term or hybrid type with multiple terms; and (b) authorisation be granted to the Board (which may in turn authorise the Authorised Committee) to determine, at its sole discretion, the term and size of each type of the Onshore and Offshore Corporate Debt Financing Instruments in accordance with the relevant regulations and the then prevailing market conditions | | Management | | For | | For | | |
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| | 1.4 | | To consider and approve the proposed issuances of Onshore and Offshore Corporate Debt Financing Instruments: Interest Rate That authorisation be granted to the Board (which may in turn authorise the Authorised Committee) to determine, at its sole discretion, together with the sponsor (or the lead underwriter, if any) the interest rate of each of the Onshore and Offshore Corporate Debt Financing Instruments to be issued as well as the method of calculation and payment thereof in accordance with the then prevailing domestic market conditions and the | | Management | | For | | For | | |
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| | | | relevant regulations in respect of the administration on the interest rate of the debt financing instruments (in the case and at the time of an issuance of the RMB Debt Financing Instruments) or in accordance with the then prevailing overseas market conditions (in the case and CONTD | | | | | | | | |
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| | CONT | | CONTD at the time of an issuance of the Offshore Debt Financing Instruments) | | Non-Voting | | | | | | |
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| | 1.5 | | To consider and approve the proposed issuances of Onshore and Offshore Corporate Debt Financing Instruments: Security and Other Arrangements That (a) authorisation be granted to the Board (which may in turn authorise the Authorised Committee) to determine, at its sole discretion, the security arrangement for the issuances of the RMB Debt Financing Instruments in accordance with the laws; (b) depending on the structure of each issuance, the Company or its qualified wholly-owned offshore subsidiary(ies) will be the issuing entity(ies) of each of the Offshore Debt Financing Instruments to be issued, on the basis of a guarantee or a letter of support or a keep-well agreement to be issued by the Company or the aforesaid wholly- owned offshore subsidiary(ies) and/or a third party; and (c) authorisation be granted to the Board (CONTD | | Management | | For | | For | | |
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| | CONT | | CONTD which may in turn authorise the Authorised Committee) to determine, at-its sole discretion, the arrangement relating to the provision of guarantee-or the issuance of the letter of support or keep-well agreement in accordance-with the structure of each issuance | | Non-Voting | | | | | | |
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| | 1.6 | | To consider and approve the proposed issuances of Onshore and Offshore Corporate Debt Financing Instruments: Use of Proceeds That (a) the proceeds raised from the issuances of the Onshore and Offshore Corporate Debt Financing Instruments will be used to meet the business operation needs of the Company, adjust the debt structure of the Company, supplement the working capital of the Company and/or make project investments; and (b) authorisation be granted to the Board (which may in turn authorise the Authorised Committee) to determine, at its sole discretion, the use of proceeds in accordance with the Company’s demand for capital | | Management | | For | | For | | |
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| | 1.7 | | To consider and approve the proposed issuances of Onshore and Offshore Corporate Debt Financing Instruments: Issuing Price That authorisation be granted to the Board (which may in turn authorise the Authorised Committee) to determine, at its sole discretion, the issuing price of the Onshore and Offshore Corporate Debt Financing Instruments in accordance with the then prevailing market conditions at the time of each issuance and the relevant laws and regulations | | Management | | For | | For | | |
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| | 1.8 | | To consider and approve the proposed issuances of Onshore and Offshore Corporate Debt Financing Instruments: Targets of Issue and the Private Placement Arrangements to the Shareholders That (a) the targets of the Onshore and Offshore Corporate Debt Financing Instruments shall be the onshore and offshore investors, respectively, which meet the conditions for subscription; (b) the Onshore and Offshore Corporate Debt Financing Instruments may be placed to the Shareholders; and (c) authorisation be granted to the Board (which may in turn authorise the Authorised Committee) to determine, at its sole discretion, the specific private placement arrangements of each issuance (including whether to make such private placements and the placement proportion, etc.) based on the then prevailing domestic and overseas market conditions, CONTD | | Management | | For | | For | | |
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| | CONT | | CONTD the specific matters involved in the offerings in accordance with the-laws | | Non-Voting | | | | | | |
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| | 1.9 | | To consider and approve the proposed issuances of Onshore and Offshore Corporate Debt Financing Instruments: Listing of the Debt Financing Instruments That authorisation be granted to the Board (which may in turn authorise the Authorised Committee) to determine, at its sole discretion, the relevant matters involved in the application for the listing of the Onshore and Offshore Corporate Debt Financing Instruments in accordance with the actual conditions of the Company and the then prevailing conditions of the domestic and overseas markets | | Management | | For | | For | | |
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| | 1.10 | | To consider and approve the proposed issuances of Onshore and Offshore Corporate Debt Financing Instruments: Safeguard Measures for Debt Repayment of the RMB Debt Financing Instruments That authorisation be granted to the Board (which may in turn authorise the Authorised Committee) in respect of the issuances of the RMB Debt Financing Instruments, to determine, at its sole discretion, that at least the following measures shall be taken by the Company when there is an anticipated or actual failure to pay the principal of the bonds or repay the interests of the bonds due: (1) ceasing to distribute dividends to the Shareholders; (2) suspending the implementation of any capital expenditure projects such as material external investments, acquisitions and mergers, etc.; (3) reducing or ceasing to pay the wages and bonus of CONTD | | Management | | For | | For | | |
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| | CONT | | CONTD the directors and senior management personnel of the Company; (4) f-reezing the job t ransfer of the key responsibl e personnel | | Non-Voting | | | | | | |
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| | 1.11 | | To consider and approve the proposed issuances of Onshore and Offshore Corporate Debt Financing Instruments: Valid Period of the Resolutions Passed That the validity period of the resolutions passed at the EGM for the issuances of the Onshore and Offshore Corporate Debt Financing Instruments shall be 36 months calculated from the date of approval by the EGM, where the Board and/or its Authorised Committee | | Management | | For | | For | | |
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| | | | had, during the term of the authorisation, decided the issuance or partial issuance of the Onshore and Offshore Corporate Debt Financing Instruments, and provided the Company had also, during the term of the authorisation, obtained the approval, licence, filing or registration from the regulatory authorities on the issuances (if applicable), the Company may, during the validity period of such approval, licence, filing CONTD | | | | | | | | |
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| | CONT | | CONTD or registration/confirmation, complete the issuance or relevant partial-issuance of the Onshore and Offshore Corporate Debt Financing Instruments | | Non-Voting | | | | | | |
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| | 1.12 | | To consider and approve the proposed issuances of Onshore and Offshore Corporate Debt Financing Instruments: Authorisation for the Issuances of the Onshore and Offshore Corporate Debt Financing Instruments That to ensure effective coordination of the issuances of the Onshore and Offshore Corporate Debt Financing Instruments and specific matters in the issuance processes, authorisation be granted to the Board (which may in turn authorise the Authorised Committee) to deal with, at its sole discretion, all matters in connection with the issuances of the Onshore and Offshore Corporate Debt Financing Instruments in accordance with the relevant laws, regulations and opinions and advices from the regulatory authorities, within the framework and under the principles approved at the EGM, and based upon the general principle of CONTD | | Management | | For | | For | | |
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| | CONT | | CONTD acting in the best interest of the Company, including but not limited-to: (a) formation and adjustment of specific plans for the issuances of the-Onshore and Offshore Corporate Debt Financing Instruments in accordance with-the applicable laws, regulations and relevant provisions from the regulatory- authorities as well as resolutions passed at the EGM for such purposes, and-based on the actual conditions of the Company and the relevant debt markets,-including, without limitation, determination of the suitable issuing-entity(ies), timing of issuance, specific amount and method of issuance,-terms of issuance, targets and duration, whether to issue on an one-off,-multiple issuances, multi-tranche issuances or multiple- category issuances-bases and, if on multiple issuances, multi-tranche issuances or-multiple- category CONTD | | Non-Voting | | | | | | |
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| | CONT | | CONTD issuances bases, the size and term of each issuance, tranche and-category, the ways in which the nominal value and interest rate are- determined, currency (including offshore RMB), pricing method, issuance-arrangements, letter of guarantee, letter of support or keep-well agreement-arrangement, rating arrangement, specific methods of application and-purchase, whether to incorporate terms of repurchase or redemption, specific-private placement arrangement, use of proceeds, registration, listing of the-Onshore and Offshore Corporate Debt | | Non-Voting | | | | | | |
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| | | | Financing Instruments and place of-listing, measures to mitigate repayment risks, measures to ensure debt-repayment, etc. and all matters relating to the issuances of the Onshore and- Offshore Corporate Debt Financing Instruments; (b) determining and engaging-intermediary agency, signingCONTD | | | | | | | | |
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| | CONT | | CONTD , executing, amending and completing all agreements and documents-relating to the issuances of the Onshore and Offshore Corporate Debt-Financing Instruments, including, without limitation, the sponsorship-agreement, underwriting agreement, guarantee agreement, letter of support or-keep-well agreement, bond indenture, engagement letter with intermediary- agency, trust agreement, liquidation management agreement, registration and-custody agreement, listing agreement and other legal documents, etc., and-disclosing the relevant information in accordance with the relevant laws,-regulations and the listing rules of the exchanges on which the Company’s-securities are listed (including but not limited to the preliminary and final-offering memoranda of the debt financing instruments, and all announcements-and circulars, etc. CONTD | | Non-Voting | | | | | | |
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| | CONT | | CONTD in relation to the issuances of the Onshore and Offshore Corporate Debt-Financing Instruments); (c) select ing and engaging t rustee(s) and-clearance/ settlement manager(s) for the issuances of the Onshore and-Offshore Corporate Debt Financing Instruments, signing the trust agreement(s)-and clearance/settlement management agreement(s) and (if applicable)- formulating rules for meetings of the holders of the debt financing-instruments; (d) undertaking all applications and filings as well as listing-matters with regard to the issuances of the Onshore and Offshore Corporate-Debt Financing Instruments, including, without limitation, preparing,-revising and submitting relevant applications and filings of materials-relating to the issuances and listings of the Onshore and Offshore Corporate-Debt Financing Instruments and CONTD | | Non-Voting | | | | | | |
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| | CONT | | CONTD applications and filings of materials in respect of any guarantee,-letter of support or keep-well agreement to be provided by the Company, the-issuing entity(ies) and/or a third party, and signing the relevant-applications and filing documents and other legal documents (e) making-relevant adjustments to matters relating to the issuances of the Onshore and-Offshore Corporate Debt Financing Instruments according to the opinions and-changes in the policies of the regulatory authorities or the changes in-market conditions, or determining whether to continue with all or part of the-work in respect of the issuances of Onshore and Offshore Corporate Debt-Financing Instruments in accordance with the actual situation, unless-re-approval by the Shareholders at general meeting is otherwise required-pursuant to the relevant CONTD | | Non-Voting | | | | | | |
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| | CONT | | CONTD laws, regulations and the Articles of Association; and (f) dealing with-other matters in relation to the issuances of the Onshore and Offshore-Corporate Debt Financing Instruments; the above-mentioned authorisation be-valid and effective on and from the date of these resolutions to the date-when these resolutions cease to be effective or to the date when matters- authorised above have been completed (depending on whether the issuances of-the Onshore and Offshore Corporate Debt Financing Instruments have been-completely issued) | | Non-Voting | | | | | | |
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| | 2 | | To consider and approve the potential Connected/Related Transactions involved in the issuances of Onshore and Offshore Corporate Debt Financing Instruments: That 2.1 the Company may, within the range of the Onshore and Offshore Corporate Debt Financing Instruments and the term of the authorisation as set out in the resolution number 1 above, privately place on an one-off, multiple issuances or multitranche issuances bases the Onshore and Offshore Corporate Debt Financing Instruments in an aggregate amount of no more than RMB 15 billion (including RMB15 billion, calculated based on the aggregate balance outstanding on the instruments issued and, in the case of an instrument denominated in a foreign currency, based on the median price for the exchange rate announced by the People’s Bank of China on the date of each CONTD | | Management | | For | | For | | |
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| | CONT | | CONTD issuance) to its connected/related party(ies), including but not-limited to Shareholder(s) which hold(s) 5% or more of the total issued share-capital of the Company, the Directors, supervisors and senior management- members of the Company who are also Shareholders; 2.2 authorisation be-granted to the management of the Company to determine, at its sole-discretion, specific matters concerning the Connected/Related Transactions;-which shall be conducted in accordance with the applicable general market-practice (if any) and on normal commercial terms; and the interest rate,-term, price and other specific conditions of each issuance of the Onshore and-Offshore Corporate Debt Financing Instruments involved in the- Connected/Related Transactions will be determined in accordance with, among-other things, the relevant PRC lawsCONTD | | Non-Voting | | | | | | |
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| | CONT | | CONTD , regulations, market conditions and the capital supply and demand-relationships at the time of each issuance, and based on the market interest-rate, price, term, market fee rates (if any) as may be then applicable to-independent counterparties of the Onshore and Offshore Corporate Debt-Financing Instruments of such type as well as in accordance with the fair-market value after consultation; 2.3 authorisation be granted to the-management of the Company, at its sole discretion, to enter into the-subscription agreement(s) and other relevant agreement(s) | | Non-Voting | | | | | | |
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| | | | and document(s)-with the connected/related party(ies) intending to subscribe for the Onshore- and Offshore Corporate Debt Financing Instruments to be issued by the-Company, and complete the relevant formalities; and 2.4 the Company be-authorised to, after entering into CONTD | | | | | | | | |
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| | CONT | | CONTD the subscription agreement(s) and other relevant agreement(s) and-document(s) with the connected/related party(ies), release connected/related-transaction announcement(s) in a timely manner to disclose information- concerning the Connected/Related Transactions in accordance with the listing-rules of the exchanges on which the securities of the Company are listed | | Non-Voting | | | | | | |
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| | 3 | | To consider and approve the establishment of wholly-owned offshore subsidiaries: That 3.1 the Company be authorised to establish a direct wholly-owned offshore subsidiary in Hong Kong or other appropriate offshore jurisdiction, which can be used as the issuing entity of the Offshore Debt Financing Instruments; 3.2 the registered capital of the proposed direct wholly-owned offshore subsidiary be capped at no more than USD 10,000 or equivalent amounts in other currency and the name of the proposed direct wholly-owned offshore subsidiary be confirmed (subject to the final approval and registration by competent approval and registration authorities); 3.3 the issuing entity of the Offshore Debt Financing Instruments can also be the wholly- owned subsidiaries of the aforesaid direct wholly- owned offshore subsidiary (i.e. the CONTD | | Management | | For | | For | | |
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| | CONT | | CONTD indirect wholly-owned offshore subsidiaries of the Company) and the- management of the Company be authorised to determine, at its sole discretion,-the issuing structure based on the actual circumstances; and 3.4 the-management of the Company be authorised to deal with all matters relating to-the establishment of the proposed direct or indirect wholly-owned offshore-subsidiary(ies) in accordance with the applicable rules, including but not-limited to going through domestic and overseas formalities for approval,-filing and registration | | Non-Voting | | | | | | |
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| | CMMT | | PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL. IF YOU H-AVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YO-U DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | | | |
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| | Item | | Proposal | | Type | | Vote | | For/Against Management | | |
| | 1 | | To receive and adopt the Report of DBS Trustee Limited, as trustee of Ascott Reit (the “Trustee”), the Statement by Ascott Residence Trust Management Limited, as manager of Ascott Reit (the “Manager”) and the Audited Financial Statements of Ascott Reit for the year ended 31 December 2012 and the Auditors’ Report thereon | | Management | | For | | For | | |
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| | 2 | | To re-appoint Messrs KPMG LLP as the Auditors of Ascott Reit and to hold office until the conclusion of the next AGM of Ascott Reit and to authorise the Manager to fix their remuneration | | Management | | For | | For | | |
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| | 3 | | That authority be and is hereby given to the Manager to: (a) (i) issue units in Ascott Reit (“Units”) whether by way of rights, bonus or otherwise; and/or (ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require Units to be issued, including but not limited to the creation and issue of (as well as adjustments to) securities, warrants, debentures or other instruments convertible into Units, at any time and upon such terms and conditions and for such purposes and to such persons as the Manager may in its absolute discretion deem fit; and (b) issue Units in pursuance of any Instrument made or granted by the Manager while this Resolution was in force (notwithstanding that the authority conferred by this Resolution may have ceased to be in force at the time such Units are CONTD | | Management | | For | | For | | |
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| | CONT | | CONTD issued), provided that: (1) the aggregate number of Units to be issued-pursuant to this Resolution (including Units to be issued in pursuance of-Instruments made or granted pursuant to this Resolution) shall not exceed-fifty per cent. (50%) of the total number of issued Units (as calculated in-accordance with sub- paragraph (2) below), of which the aggregate number of-Units to be issued other than on a pro rata basis to Unitholders (including-Units to be issued in pursuance of Instruments made or granted pursuant to-this Resolution) shall not exceed twenty per cent. (20%) of the total number-of issued Units (as calculated in accordance with sub-paragraph (2) below);-(2) subject to such manner of calculation as may be prescribed by the-Singapore Exchange Securities Trading Limited (the “SGX-ST”) for the purpose- of CONTD | | Non-Voting | | | | | | |
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| | CONT | | CONTD determining the aggregate number of Units that may be issued under-sub-paragraph (1) above, the total number of issued Units shall be based on-the total number of issued Units at the time this Resolution is passed, after-adjusting for: (a) any new Units arising from the conversion or exercise of-any Instruments which are outstanding at the time this Resolution is passed;-and (b) any subsequent bonus issue, consolidation or subdivision of Units;-(3) in exercising the authority conferred by this Resolution, the Manager-shall comply with the provisions of the Listing Manual of the SGX-ST for the-time being in force (unless such compliance has been waived by the SGX-ST)- and the trust deed constituting Ascott Reit (as amended, varied or-supplemented from time to time) (the “Trust Deed”) for the time being in- force CONTD | | Non-Voting | | | | | | |
| | | | | | |
| | CONT | | CONTD (unless otherwise exempted or waived by the Monetary Authority of-Singapore); (4) (unless revoked or varied by the Unitholders in a general-meeting) the authority conferred by this Resolution shall continue in force-until (a) the conclusion of the next AGM of Ascott Reit or (b) the date by-which the next AGM of Ascott Reit is required by applicable regulations to be-held, whichever is the earlier; (5) where the terms of the issue of the-Instruments provide for adjustment to the number of Instruments or Units into-which the Instruments may be converted, in the event of rights, bonus or-other capitalisation issues or any other events, the Manager is authorised to-issue additional Instruments or Units pursuant to such adjustment- notwithstanding that the authority conferred by this Resolution may have-ceased to be in CONTD | | Non-Voting | | | | | | |
| | | | | | |
| | CONT | | CONTD force at the time the Instruments or Units are issued; and (6) the-Manager and the Trustee be and are hereby severally authorised to complete-and do all such acts and things (including executing all such documents as-may be required) as the Manager or, as the case may be, the Trustee may-consider expedient or necessary or in the interest of Ascott Reit to give- effect to the authority conferred by this Resolution | | Non-Voting | | | | | | |
| | | | | | | | | | | | |
| | | | | | |
| | Item | | Proposal | | Type | | Vote | | For/Against Management | | |
| | 1A) | | ELECTION OF DIRECTOR: JOHN D. BAKER II | | Management | | For | | For | | |
| | | | | | |
| | 1B) | | ELECTION OF DIRECTOR: ELAINE L. CHAO | | Management | | For | | For | | |
| | | | | | |
| | 1C) | | ELECTION OF DIRECTOR: JOHN S. CHEN | | Management | | For | | For | | |
| | | | | | |
| | 1D) | | ELECTION OF DIRECTOR: LLOYD H. DEAN | | Management | | For | | For | | |
| | | | | | |
| | 1E) | | ELECTION OF DIRECTOR: SUSAN E. ENGEL | | Management | | For | | For | | |
| | | | | | |
| | 1F) | | ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, JR. | | Management | | For | | For | | |
| | | | | | |
| | 1G) | | ELECTION OF DIRECTOR: DONALD M. JAMES | | Management | | For | | For | | |
| | | | | | |
| | 1H) | | ELECTION OF DIRECTOR: CYNTHIA H. MILLIGAN | | Management | | For | | For | | |
| | | | | | |
| | 1I) | | ELECTION OF DIRECTOR: FEDERICO F. PENA | | Management | | For | | For | | |
| | | | | | |
| | 1J) | | ELECTION OF DIRECTOR: HOWARD V. RICHARDSON | | Management | | For | | For | | |
| | | | | | |
| | 1K) | | ELECTION OF DIRECTOR: JUDITH M. RUNSTAD | | Management | | For | | For | | |
| | | | | | |
| | 1L) | | ELECTION OF DIRECTOR: STEPHEN W. SANGER | | Management | | For | | For | | |
| | | | | | |
| | 1M) | | ELECTION OF DIRECTOR: JOHN G. STUMPF | | Management | | For | | For | | |
| | | | | | |
| | 1N) | | ELECTION OF DIRECTOR: SUSAN G. SWENSON | | Management | | For | | For | | |
| | | | | | |
| | 2. | | ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION. | | Management | | For | | For | | |
| | | | | | |
| | 3. | | PROPOSAL TO APPROVE THE COMPANY’S AMENDED AND RESTATED LONG-TERM INCENTIVE COMPENSATION PLAN. | | Management | | For | | For | | |
| | | | | | |
| | 4. | | PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. | | Management | | For | | For | | |
| | | | | | |
| | 5. | | STOCKHOLDER PROPOSAL TO ADOPT A POLICY REQUIRING AN INDEPENDENT CHAIRMAN. | | Shareholder | | Against | | For | | |
| | | | | | |
| | 6. | | STOCKHOLDER PROPOSAL TO PROVIDE A REPORT ON THE COMPANY’S LOBBYING POLICIES AND PRACTICES. | | Shareholder | | Against | | For | | |
| | | | | | |
| | 7. | | STOCKHOLDER PROPOSAL TO REVIEW AND REPORT ON INTERNAL CONTROLS OVER THE COMPANY’S MORTGAGE SERVICING AND FORECLOSURE PRACTICES. | | Shareholder | | Against | | For | | |
| | | | | | | | | | | | |
| | | | | | |
| | Item | | Proposal | | Type | | Vote | | For/Against Management | | |
| | 1A. | | ELECTION OF DIRECTOR: SHARON L. ALLEN | | Management | | For | | For | | |
| | | | | | |
| | 1B. | | ELECTION OF DIRECTOR: SUSAN S. BIES | | Management | | For | | For | | |
| | | | | | |
| | 1C. | | ELECTION OF DIRECTOR: JACK O. BOVENDER, JR. | | Management | | For | | For | | |
| | | | | | |
| | 1D. | | ELECTION OF DIRECTOR: FRANK P. BRAMBLE, SR. | | Management | | For | | For | | |
| | | | | | |
| | 1E. | | ELECTION OF DIRECTOR: ARNOLD W. DONALD | | Management | | For | | For | | |
| | | | | | |
| | 1F. | | ELECTION OF DIRECTOR: CHARLES K. GIFFORD | | Management | | For | | For | | |
| | | | | | |
| | 1G. | | ELECTION OF DIRECTOR: CHARLES O. HOLLIDAY, JR. | | Management | | For | | For | | |
| | | | | | |
| | 1H. | | ELECTION OF DIRECTOR: LINDA P. HUDSON | | Management | | For | | For | | |
| | | | | | |
| | 1I. | | ELECTION OF DIRECTOR: MONICA C. LOZANO | | Management | | For | | For | | |
| | | | | | |
| | 1J. | | ELECTION OF DIRECTOR: THOMAS J. MAY | | Management | | For | | For | | |
| | | | | | |
| | 1K. | | ELECTION OF DIRECTOR: BRIAN T. MOYNIHAN | | Management | | For | | For | | |
| | | | | | |
| | 1L. | | ELECTION OF DIRECTOR: LIONEL L. NOWELL, III | | Management | | For | | For | | |
| | | | | | |
| | 1M. | | ELECTION OF DIRECTOR: R. DAVID YOST | | Management | | For | | For | | |
| | | | | | |
| | 2. | | AN ADVISORY (NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION (SAY ON PAY). | | Management | | For | | For | | |
| | | | | | |
| | 3. | | RATIFICATION OF THE APPOINTMENT OF THE REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2013. | | Management | | For | | For | | |
| | | | | | |
| | 4. | | STOCKHOLDER PROPOSAL - REPORT ON POLITICAL CONTRIBUTIONS. | | Shareholder | | Against | | For | | |
| | | | | | |
| | 5. | | STOCKHOLDER PROPOSAL - PROXY ACCESS. | | Shareholder | | Against | | For | | |
| | | | | | |
| | 6. | | STOCKHOLDER PROPOSAL - MULTIPLE BOARD SERVICE. | | Shareholder | | Against | | For | | |
| | | | | | |
| | 7. | | STOCKHOLDER PROPOSAL - POLITICAL CONTRIBUTIONS. | | Shareholder | | Against | | For | | |
| | | | | | |
| | 8. | | STOCKHOLDER PROPOSAL - MORTGAGE SERVICING. | | Shareholder | | Against | | For | | |
| | | | | | | | | | | | |
| | | | | | |
| | Item | | Proposal | | Type | | Vote | | For/Against Management | | |
| | CMMT | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | | |
| | CMMT | | PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE- NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN-ARE ALLOWED. THANK YOU | | Non-Voting | | | | | | |
| | | | | | |
| | a | | To ratify the appointment made by the managers of the Company and of Santana S.A. Drogaria Farmacias, a share Corporation duly established in accordance with the laws of the Federative Republic of Brazil, with corporate taxpayer ID number, CNPJ.MF, 15.103.047.0001.58, with its head office at Avenida Luiz Vianna Filho 2570, Paralela, ZIP code 4173.101, in the city of Salvador, state of Bahia, from here onwards referred to as Santana, of the specialized company Deloitte Touche Tohmatsu Consultores Ltda., a limited company, duly established in accordance with the laws of the Federative Republic of Brazil, with corporate taxpayer ID number, CNPJ.MF, 02.189.924.0001.03, with its head office at Rua Alexandre Dumas 1981, ZIP code 04717.906, in the city of Sao Paulo, state of Sao Paulo, from here onwards referred to as Deloitte CONTD | | Management | | No Action | | | | |
| | | | | | |
| | CONT | | CONTD Consultants, for the preparation of the valuation report of the shares-issued by Santana, on the basis of their respective economic value, from here-onwards referred to as the Valuation Report, to serve as a basis for the-increase of the share capital of the Company resulting from the Santana Share-Merger, as defined below | | Non-Voting | | | | | | |
| | | | | | |
| | b | | To consider and vote regarding the Valuation Report referred to in item a above | | Management | | No Action | | | | |
| | | | | | |
| | c | | To consider and vote regarding the Merger Protocol and Instrument of Justification for the Merger of Shares Issued by Santana S.A. Drogaria Farmacias into Brazil Pharma, from here onwards referred to as the Protocol, which was signed by the managers of the Company and of Santana, which reflects the terms of the merger of the shares of Santana into the Company, from here onwards referred to as the Santana Share Merger | | Management | | No Action | | | | |
| | | | | | |
| | d | | To consider and vote regarding the substitution ratio of the shares issued by Santana with new shares to be issued by the Company | | Management | | No Action | | | | |
| | | | | | |
| | e | | To consider and vote regarding the Santana Share Merger | | Management | | No Action | | | | |
| | | | | | |
| | f | | To consider and vote regarding the increase of the share capital of the Company resulting from the Santana Share Merger, as well as the consequent amendment of the main part of article 5 of its corporate bylaws as a result of that increase in the share capital and of the share capital increases carried out within the limit of the authorized capital that were approved at meetings of the Board of Directors of the Company held on July 25, 2012, as corrected on August 31, 2012, and March 14, 2013 | | Management | | No Action | | | | |
| | | | | | |
| | g | | To consider and vote regarding the amendment of article 6 of the corporate bylaws of the Company, for the purpose of reflecting the new amount of the authorized share capital of the Company, taking into account the share capital increases carried out within the limit of the authorized capital approved at the meetings of the Board of Directors of the Company held on July 25, 2012, as corrected on August 31, 2012, and March 14, 2013 | | Management | | No Action | | | | |
| | | | | | |
| | h | | To consider and vote regarding the amendment of the corporate name of the Company to Brasil Pharma S.A., and the consequent amendment of the main part of article 1 of the corporate bylaws of the Company | | Management | | No Action | | | | |
| | | | | | |
| | i | | To consider and vote regarding the amendment and consolidation of the corporate bylaws of the Company, as a result of the resolutions above | | Management | | No Action | | | | |
| | | | | | |
| | j | | To authorize the managers of the Company to do all the acts that are necessary for the formalization of the resolutions above, including the Santana Share Merger and other matters that are approved | | Management | | No Action | | | | |
| | | | | | |
| | CMMT | | PLEASE NOTE THAT THIS IS A REVISION DUE TO POSTPONEMENT OF MEETING FROM 30 APR-TO 13 MAY 2013. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN-THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK Y-OU. | | Non-Voting | | | | | | |
| | | | | | | | | | | | |
| | | | | | |
| | Item | | Proposal | | Type | | Vote | | For/Against Management | | |
| | 1A. | | ELECTION OF DIRECTOR: ERSKINE B. BOWLES | | Management | | For | | For | | |
| | | | | | |
| | 1B. | | ELECTION OF DIRECTOR: HOWARD J. DAVIES | | Management | | For | | For | | |
| | | | | | |
| | 1C. | | ELECTION OF DIRECTOR: THOMAS H. GLOCER | | Management | | For | | For | | |
| | | | | | |
| | 1D. | | ELECTION OF DIRECTOR: JAMES P. GORMAN | | Management | | For | | For | | |
| | | | | | |
| | 1E. | | ELECTION OF DIRECTOR: ROBERT H. HERZ | | Management | | For | | For | | |
| | | | | | |
| | 1F. | | ELECTION OF DIRECTOR: C. ROBERT KIDDER | | Management | | For | | For | | |
| | | | | | |
| | 1G. | | ELECTION OF DIRECTOR: KLAUS KLEINFELD | | Management | | For | | For | | |
| | | | | | |
| | 1H. | | ELECTION OF DIRECTOR: DONALD T. NICOLAISEN | | Management | | For | | For | | |
| | | | | | |
| | 1I. | | ELECTION OF DIRECTOR: HUTHAM S. OLAYAN | | Management | | For | | For | | |
| | | | | | |
| | 1J. | | ELECTION OF DIRECTOR: JAMES W. OWENS | | Management | | For | | For | | |
| | | | | | |
| | 1K. | | ELECTION OF DIRECTOR: O. GRIFFITH SEXTON | | Management | | For | | For | | |
| | | | | | |
| | 1L. | | ELECTION OF DIRECTOR: RYOSUKE TAMAKOSHI | | Management | | For | | For | | |
| | | | | | |
| | 1M. | | ELECTION OF DIRECTOR: MASAAKI TANAKA | | Management | | For | | For | | |
| | | | | | |
| | 1N. | | ELECTION OF DIRECTOR: LAURA D. TYSON | | Management | | For | | For | | |
| | | | | | |
| | 2. | | TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR | | Management | | For | | For | | |
| | | | | | |
| | 3. | | TO APPROVE THE COMPENSATION OF EXECUTIVES AS DISCLOSED IN THE PROXY STATEMENT (NON-BINDING ADVISORY RESOLUTION) | | Management | | For | | For | | |
| | | | | | |
| | 4. | | TO AMEND THE 2007 EQUITY INCENTIVE COMPENSATION PLAN TO INCREASE SHARES AVAILABLE FOR GRANT | | Management | | For | | For | | |
| | | | | | |
| | 5. | | TO AMEND THE 2007 EQUITY INCENTIVE COMPENSATION PLAN TO PROVIDE FOR QUALIFYING PERFORMANCE-BASED LONG- TERM INCENTIVE AWARDS UNDER SECTION 162(M) | | Management | | For | | For | | |
| | | | | | |
| | 6. | | TO AMEND THE SECTION 162(M) PERFORMANCE FORMULA GOVERNING ANNUAL INCENTIVE COMPENSATION FOR CERTAIN OFFICERS | | Management | | For | | For | | |
| | | | | | | | | | | | |
| | | | | | |
| | Item | | Proposal | | Type | | Vote | | For/Against Management | | |
| | 1A. | | ELECTION OF DIRECTOR: ROBERT H. BENMOSCHE | | Management | | For | | For | | |
| | | | | | |
| | 1B. | | ELECTION OF DIRECTOR: W. DON CORNWELL | | Management | | For | | For | | |
| | | | | | |
| | 1C. | | ELECTION OF DIRECTOR: JOHN H. FITZPATRICK | | Management | | For | | For | | |
| | | | | | |
| | 1D. | | ELECTION OF DIRECTOR: WILLIAM G. JURGENSEN | | Management | | For | | For | | |
| | | | | | |
| | 1E. | | ELECTION OF DIRECTOR: CHRISTOPHER S. LYNCH | | Management | | For | | For | | |
| | | | | | |
| | 1F. | | ELECTION OF DIRECTOR: ARTHUR C. MARTINEZ | | Management | | For | | For | | |
| | | | | | |
| | 1G. | | ELECTION OF DIRECTOR: GEORGE L. MILES, JR. | | Management | | For | | For | | |
| | | | | | |
| | 1H. | | ELECTION OF DIRECTOR: HENRY S. MILLER | | Management | | For | | For | | |
| | | | | | |
| | 1I. | | ELECTION OF DIRECTOR: ROBERT S. MILLER | | Management | | For | | For | | |
| | | | | | |
| | 1J. | | ELECTION OF DIRECTOR: SUZANNE NORA JOHNSON | | Management | | For | | For | | |
| | | | | | |
| | 1K. | | ELECTION OF DIRECTOR: RONALD A. RITTENMEYER | | Management | | For | | For | | |
| | | | | | |
| | 1L. | | ELECTION OF DIRECTOR: DOUGLAS M. STEENLAND | | Management | | For | | For | | |
| | | | | | |
| | 1M. | | ELECTION OF DIRECTOR: THERESA M. STONE | | Management | | For | | For | | |
| | | | | | |
| | 2. | | TO APPROVE THE AMERICAN INTERNATIONAL GROUP, INC. 2013 OMNIBUS INCENTIVE PLAN. | | Management | | For | | For | | |
| | | | | | |
| | 3. | | TO VOTE UPON A NON-BINDING SHAREHOLDER RESOLUTION TO APPROVE EXECUTIVE COMPENSATION. | | Management | | For | | For | | |
| | | | | | |
| | 4. | | TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF FUTURE EXECUTIVE COMPENSATION VOTES. | | Management | | 1 Year | | For | | |
| | | | | | |
| | 5. | | TO ACT UPON A PROPOSAL TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. | | Management | | For | | For | | |
| | | | | | |
| | 6. | | TO ACT UPON A SHAREHOLDER PROPOSAL RELATING TO RESTRICTING SERVICE ON OTHER BOARDS BY DIRECTORS OF AIG. | | Shareholder | | Against | | For | | |
| | | | | | | | | | | | |
| | | | | | |
| | Item | | Proposal | | Type | | Vote | | For/Against Management | | |
| | CMMT | | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR-ALL RESOLUTIONS. THANK YOU. | | Non-Voting | | | | | | |
| | | | | | |
| | CMMT | | PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING-ON THE URL LINKS:- http://www.hkexnews.hk/listedco/listconews/sehk/ 2013/0327/LTN20130327696.pdf-and- http://www.hkexnews.hk/listedco/listconews/sehk/ 2013/0327/LTN20130327690.pdf | | Non-Voting | | | | | | |
| | | | | | |
| | 1 | | To receive and consider the report of the directors, audited financial statements and auditors’ report for the year ended 31 December 2012 | | Management | | For | | For | | |
| | | | | | |
| | 2 | | To declare a final dividend for the year ended 31 December 2012 | | Management | | For | | For | | |
| | | | | | |
| | 3 | | To re-elect Mr. Li Shu Fu as an executive director | | Management | | For | | For | | |
| | | | | | |
| | 4 | | To re-elect Mr. Yang Jian as an executive director | | Management | | For | | For | | |
| | | | | | |
| | 5 | | To re-elect Mr. Gui Sheng Yue as an executive director | | Management | | For | | For | | |
| | | | | | |
| | 6 | | To re-elect Dr. Zhao Fuquan as an executive director | | Management | | For | | For | | |
| | | | | | |
| | 7 | | To re-elect Ms. Wei Mei as an executive director | | Management | | For | | For | | |
| | | | | | |
| | 8 | | To re-elect Mr. Carl Peter Edmund Moriz Forster as a non-executive director | | Management | | For | | For | | |
| | | | | | |
| | 9 | | To authorise the board of directors of the Company to fix the remuneration of the directors | | Management | | For | | For | | |
| | | | | | |
| | 10 | | To re-appoint Grant Thornton Hong Kong Limited as the auditors of the Company and to authorise the board of directors of the Company to fix their remuneration | | Management | | For | | For | | |
| | | | | | |
| | 11 | | To grant a general mandate to the directors to repurchase the Company’s shares | | Management | | For | | For | | |
| | | | | | |
| | 12 | | To grant a general mandate to the directors to issue, allot and otherwise deal with the Company’s shares | | Management | | For | | For | | |
| | | | | | |
| | 13 | | To extend the general mandate to allot and issue new shares | | Management | | For | | For | | |
| | | | | | | | | | | | |
| | | | | | |
| | Item | | Proposal | | Type | | Vote | | For/Against Management | | |
| | 1 | | APPROVAL OF THE 2012 ANNUAL REPORT, INCLUDING THE CONSOLIDATED FINANCIAL STATEMENT OF TRANSOCEAN LTD. FOR FISCAL YEAR 2012 AND THE STATUTORY FINANCIAL STATEMENTS OF TRANSOCEAN LTD. FOR FISCAL YEAR 2012. | | Management | | For | | For | | |
| | | | | | |
| | 2 | | APPROPRIATION OF THE AVAILABLE EARNINGS FOR FISCAL YEAR 2012. | | Management | | For | | For | | |
| | | | | | |
| | 3A | | APPROVAL OF THE COMPANY’S PAYMENT OF A DIVIDEND IN PRINCIPLE. | | Management | | For | | For | | |
| | | | | | |
| | 3B1 | | COMPANY DISTRIBUTION PROPOSAL, IN AN AMOUNT OF USD 2.24 PER SHARE. MARK EITHER 3B1 OR 3B2 BUT NOT BOTH (IF YOU VOTE FOR BOTH 3B1 AND 3B2 YOUR VOTE WILL BE INVALID AND WILL NOT BE COUNTED). | | Management | | For | | For | | |
| | | | | | |
| | 3B2 | | ICAHN GROUP DISTRIBUTION PROPOSAL, IN AN AMOUNT OF USD 4.00 PER SHARE. MARK EITHER 3B1 OR 3B2 BUT NOT BOTH (IF YOU VOTE FOR BOTH 3B1 AND 3B2 YOUR VOTE WILL BE INVALID AND WILL NOT BE COUNTED). | | Management | | No Action | | | | |
| | | | | | |
| | 4 | | READOPTION OF AUTHORIZED SHARE CAPITAL, ALLOWING THE BOARD OF DIRECTORS TO ISSUE UP TO A MAXIMUM OF 74,728,750 SHARES OF THE COMPANY. | | Management | | For | | For | | |
| | | | | | |
| | 5 | | REPEAL OF STAGGERED BOARD. | | Management | | Abstain | | | | |
| | | | | | |
| | 6A | | ELECTION OF COMPANY NOMINEE: FREDERICO F. CURADO COMPANY MANAGEMENT RECOMMENDS A VOTE “FOR” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Management | | For | | For | | |
| | | | | | |
| | 6B | | ELECTION OF COMPANY NOMINEE: STEVEN L. NEWMAN COMPANY MANAGEMENT RECOMMENDS A VOTE “FOR” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Management | | For | | For | | |
| | | | | | |
| | 6C | | ELECTION OF COMPANY NOMINEE: THOMAS W. CASON COMPANY MANAGEMENT RECOMMENDS A VOTE “FOR” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Management | | For | | For | | |
| | | | | | |
| | 6D | | ELECTION OF COMPANY NOMINEE: ROBERT M. SPRAGUE COMPANY MANAGEMENT RECOMMENDS A VOTE “FOR” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Management | | For | | For | | |
| | | | | | |
| | 6E | | ELECTION OF COMPANY NOMINEE: J. MICHAEL TALBERT COMPANY MANAGEMENT RECOMMENDS A VOTE “FOR” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Management | | For | | For | | |
| | | | | | |
| | 6F | | ELECTION OF ICAHN GROUP NOMINEE: JOHN J. LIPINSKI COMPANY MANAGEMENT RECOMMENDS A VOTE “AGAINST” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Management | | Against | | For | | |
| | | | | | |
| | 6G | | ELECTION OF ICAHN GROUP NOMINEE: JOSE MARIA ALAPONT COMPANY MANAGEMENT RECOMMENDS A VOTE “AGAINST” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Management | | Against | | For | | |
| | | | | | |
| | 6H | | ELECTION OF ICAHN GROUP NOMINEE: SAMUEL MERKSAMER COMPANY MANAGEMENT RECOMMENDS A VOTE “AGAINST” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Management | | Against | | For | | |
| | | | | | |
| | 7 | | APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013 AND REELECTION OF ERNST & YOUNG LTD., ZURICH, AS THE COMPANY’S AUDITOR FOR A FURTHER ONE- YEAR TERM. | | Management | | For | | For | | |
| | | | | | |
| | 8 | | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. | | Management | | For | | For | | |
| | | | | | | | | | | | |
| | | | | | |
| | Item | | Proposal | | Type | | Vote | | For/Against Management | | |
| | 1 | | APPROVAL OF THE 2012 ANNUAL REPORT, INCLUDING THE CONSOLIDATED FINANCIAL STATEMENT OF TRANSOCEAN LTD. FOR FISCAL YEAR 2012 AND THE STATUTORY FINANCIAL STATEMENTS OF TRANSOCEAN LTD. FOR FISCAL YEAR 2012. | | Management | | | | | | |
| | | | | | |
| | 2 | | APPROPRIATION OF THE AVAILABLE EARNINGS FOR FISCAL YEAR 2012. | | Management | | | | | | |
| | | | | | |
| | 3A | | APPROVAL OF THE COMPANY’S PAYMENT OF A DIVIDEND IN PRINCIPLE. | | Management | | | | | | |
| | | | | | |
| | 3B1 | | COMPANY DISTRIBUTION PROPOSAL, IN AN AMOUNT OF USD 2.24 PER SHARE. MARK EITHER 3B1 OR 3B2 BUT NOT BOTH (IF YOU VOTE FOR BOTH 3B1 AND 3B2 YOUR VOTE WILL BE INVALID AND WILL NOT BE COUNTED). | | Management | | | | | | |
| | | | | | |
| | 3B2 | | ICAHN GROUP DISTRIBUTION PROPOSAL, IN AN AMOUNT OF USD 4.00 PER SHARE. MARK EITHER 3B1 OR 3B2 BUT NOT BOTH (IF YOU VOTE FOR BOTH 3B1 AND 3B2 YOUR VOTE WILL BE INVALID AND WILL NOT BE COUNTED). | | Management | | | | | | |
| | | | | | |
| | 4 | | READOPTION OF AUTHORIZED SHARE CAPITAL, ALLOWING THE BOARD OF DIRECTORS TO ISSUE UP TO A MAXIMUM OF 74,728,750 SHARES OF THE COMPANY. | | Management | | | | | | |
| | | | | | |
| | 5 | | REPEAL OF STAGGERED BOARD. | | Management | | | | | | |
| | | | | | |
| | 6A | | ELECTION OF COMPANY NOMINEE: FREDERICO F. CURADO COMPANY MANAGEMENT RECOMMENDS A VOTE “FOR” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Management | | | | | | |
| | | | | | |
| | 6B | | ELECTION OF COMPANY NOMINEE: STEVEN L. NEWMAN COMPANY MANAGEMENT RECOMMENDS A VOTE “FOR” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Management | | | | | | |
| | | | | | |
| | 6C | | ELECTION OF COMPANY NOMINEE: THOMAS W. CASON COMPANY MANAGEMENT RECOMMENDS A VOTE “FOR” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Management | | | | | | |
| | | | | | |
| | 6D | | ELECTION OF COMPANY NOMINEE: ROBERT M. SPRAGUE COMPANY MANAGEMENT RECOMMENDS A VOTE “FOR” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Management | | | | | | |
| | | | | | |
| | 6E | | ELECTION OF COMPANY NOMINEE: J. MICHAEL TALBERT COMPANY MANAGEMENT RECOMMENDS A VOTE “FOR” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Management | | | | | | |
| | | | | | |
| | 6F | | ELECTION OF ICAHN GROUP NOMINEE: JOHN J. LIPINSKI COMPANY MANAGEMENT RECOMMENDS A VOTE “AGAINST” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Management | | | | | | |
| | | | | | |
| | 6G | | ELECTION OF ICAHN GROUP NOMINEE: JOSE MARIA ALAPONT COMPANY MANAGEMENT RECOMMENDS A VOTE “AGAINST” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Management | | | | | | |
| | | | | | |
| | 6H | | ELECTION OF ICAHN GROUP NOMINEE: SAMUEL MERKSAMER COMPANY MANAGEMENT RECOMMENDS A VOTE “AGAINST” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Management | | | | | | |
| | | | | | |
| | 7 | | APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013 AND REELECTION OF ERNST & YOUNG LTD., ZURICH, AS THE COMPANY’S AUDITOR FOR A FURTHER ONE- YEAR TERM. | | Management | | | | | | |
| | | | | | |
| | 8 | | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. | | Management | | | | | | |
| | | | | | | | | | | | |
| | | | | | |
| | Item | | Proposal | | Type | | Vote | | For/Against Management | | |
| | 1 | | APPROVAL OF THE 2012 ANNUAL REPORT, INCLUDING THE CONSOLIDATED FINANCIAL STATEMENT OF TRANSOCEAN LTD. FOR FISCAL YEAR 2012 AND THE STATUTORY FINANCIAL STATEMENTS OF TRANSOCEAN LTD. FOR FISCAL YEAR 2012. | | Management | | | | | | |
| | | | | | |
| | 2 | | APPROPRIATION OF THE AVAILABLE EARNINGS FOR FISCAL YEAR 2012. | | Management | | | | | | |
| | | | | | |
| | 3A | | APPROVAL OF THE COMPANY’S PAYMENT OF A DIVIDEND IN PRINCIPLE. | | Management | | | | | | |
| | | | | | |
| | 3B1 | | COMPANY DISTRIBUTION PROPOSAL IN AN AMOUNT OF USD 2.24 PER SHARE MARK EITHER 3B1 OR 3B2 BUT NOT BOTH. | | Management | | | | | | |
| | | | | | |
| | 3B2 | | ICAHN GROUP DISTRIBUTION PROPOSAL IN AN AMOUNT OF USD 4.00 PER SHARE. MARK EITHER 3B1 OR 3B2 BUT NOT BOTH. | | Management | | | | | | |
| | | | | | |
| | 4 | | READOPTION OF AUTHORIZED SHARE CAPITAL ALLOWING THE BOARD OF DIRECTORS TO ISSUE UP TO A MAXIMUM OF 74,728,750 SHARES OF THE COMPANY | | Management | | | | | | |
| | | | | | |
| | 5 | | REPEAL OF STAGGERED BOARD. | | Management | | | | | | |
| | | | | | |
| | 6A | | FREDERICO F. CURADO: ICAHN GROUP RECOMMENDS A VOTE “FOR” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. | | Management | | | | | | |
| | | | | | |
| | 6B | | STEVEN L. NEWMAN: ICAHN GROUP RECOMMENDS A VOTE “FOR” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. | | Management | | | | | | |
| | | | | | |
| | 6C | | THOMAS W. CASON: ICAHN GROUP RECOMMENDS A VOTE “AGAINST” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. | | Management | | | | | | |
| | | | | | |
| | 6D | | ROBERT M. SPRAGUE: ICAHN GROUP RECOMMENDS A VOTE “AGAINST” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. | | Management | | | | | | |
| | | | | | |
| | 6E | | J. MICHAEL TALBERT: ICAHN GROUP RECOMMENDS A VOTE “AGAINST” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. | | Management | | | | | | |
| | | | | | |
| | 6F | | JOHN J. LIPINSKI: ICAHN GROUP RECOMMENDS A VOTE “FOR” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. | | Management | | | | | | |
| | | | | | |
| | 6G | | JOSE MARIA ALAPONT: ICAHN GROUP RECOMMENDS A VOTE “FOR” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. | | Management | | | | | | |
| | | | | | |
| | 6H | | SAMUEL MERKSAMER: ICAHN GROUP RECOMMENDS A VOTE “FOR” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. | | Management | | | | | | |
| | | | | | |
| | 7 | | APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013 AND REELECTION OF ERNST & YOUNG LTD., ZURICH, AS THE COMPANY’S AUDITOR FOR A FURTHER ONE- YEAR TERM. | | Management | | | | | | |
| | | | | | |
| | 8 | | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. | | Management | | | | | | |
| | | | | | | | | | | | |
| | | | | | |
| | Item | | Proposal | | Type | | Vote | | For/Against Management | | |
| | 1 | | APPROVAL OF THE 2012 ANNUAL REPORT, INCLUDING THE CONSOLIDATED FINANCIAL STATEMENT OF TRANSOCEAN LTD. FOR FISCAL YEAR 2012 AND THE STATUTORY FINANCIAL STATEMENTS OF TRANSOCEAN LTD. FOR FISCAL YEAR 2012. | | Management | | | | | | |
| | | | | | |
| | 2 | | APPROPRIATION OF THE AVAILABLE EARNINGS FOR FISCAL YEAR 2012. | | Management | | | | | | |
| | | | | | |
| | 3A | | APPROVAL OF THE COMPANY’S PAYMENT OF A DIVIDEND IN PRINCIPLE. | | Management | | | | | | |
| | | | | | |
| | 3B1 | | COMPANY DISTRIBUTION PROPOSAL, IN AN AMOUNT OF USD 2.24 PER SHARE. MARK EITHER 3B1 OR 3B2 BUT NOT BOTH (IF YOU VOTE FOR BOTH 3B1 AND 3B2 YOUR VOTE WILL BE INVALID AND WILL NOT BE COUNTED). | | Management | | | | | | |
| | | | | | |
| | 3B2 | | ICAHN GROUP DISTRIBUTION PROPOSAL, IN AN AMOUNT OF USD 4.00 PER SHARE. MARK EITHER 3B1 OR 3B2 BUT NOT BOTH (IF YOU VOTE FOR BOTH 3B1 AND 3B2 YOUR VOTE WILL BE INVALID AND WILL NOT BE COUNTED). | | Management | | | | | | |
| | | | | | |
| | 4 | | READOPTION OF AUTHORIZED SHARE CAPITAL, ALLOWING THE BOARD OF DIRECTORS TO ISSUE UP TO A MAXIMUM OF 74,728,750 SHARES OF THE COMPANY. | | Management | | | | | | |
| | | | | | |
| | 5 | | REPEAL OF STAGGERED BOARD. | | Management | | | | | | |
| | | | | | |
| | 6A | | ELECTION OF COMPANY NOMINEE: FREDERICO F. CURADO COMPANY MANAGEMENT RECOMMENDS A VOTE “FOR” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Management | | | | | | |
| | | | | | |
| | 6B | | ELECTION OF COMPANY NOMINEE: STEVEN L. NEWMAN COMPANY MANAGEMENT RECOMMENDS A VOTE “FOR” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Management | | | | | | |
| | | | | | |
| | 6C | | ELECTION OF COMPANY NOMINEE: THOMAS W. CASON COMPANY MANAGEMENT RECOMMENDS A VOTE “FOR” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Management | | | | | | |
| | | | | | |
| | 6D | | ELECTION OF COMPANY NOMINEE: ROBERT M. SPRAGUE COMPANY MANAGEMENT RECOMMENDS A VOTE “FOR” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Management | | | | | | |
| | | | | | |
| | 6E | | ELECTION OF COMPANY NOMINEE: J. MICHAEL TALBERT COMPANY MANAGEMENT RECOMMENDS A VOTE “FOR” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Management | | | | | | |
| | | | | | |
| | 6F | | ELECTION OF ICAHN GROUP NOMINEE: JOHN J. LIPINSKI COMPANY MANAGEMENT RECOMMENDS A VOTE “AGAINST” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Shareholder | | | | | | |
| | | | | | |
| | 6G | | ELECTION OF ICAHN GROUP NOMINEE: JOSE MARIA ALAPONT COMPANY MANAGEMENT RECOMMENDS A VOTE “AGAINST” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Shareholder | | | | | | |
| | | | | | |
| | 6H | | ELECTION OF ICAHN GROUP NOMINEE: SAMUEL MERKSAMER COMPANY MANAGEMENT RECOMMENDS A VOTE “AGAINST” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Shareholder | | | | | | |
| | | | | | |
| | 7 | | APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013 AND REELECTION OF ERNST & YOUNG LTD., ZURICH, AS THE COMPANY’S AUDITOR FOR A FURTHER ONE- YEAR TERM. | | Management | | | | | | |
| | | | | | |
| | 8 | | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. | | Management | | | | | | |
| | | | | | | | | | | | |
| | | | | | |
| | Item | | Proposal | | Type | | Vote | | For/Against Management | | |
| | 1 | | APPROVAL OF THE 2012 ANNUAL REPORT, INCLUDING THE CONSOLIDATED FINANCIAL STATEMENT OF TRANSOCEAN LTD. FOR FISCAL YEAR 2012 AND THE STATUTORY FINANCIAL STATEMENTS OF TRANSOCEAN LTD. FOR FISCAL YEAR 2012. | | Management | | | | | | |
| | | | | | |
| | 2 | | APPROPRIATION OF THE AVAILABLE EARNINGS FOR FISCAL YEAR 2012. | | Management | | | | | | |
| | | | | | |
| | 3A | | APPROVAL OF THE COMPANY’S PAYMENT OF A DIVIDEND IN PRINCIPLE. | | Management | | | | | | |
| | | | | | |
| | 3B1 | | COMPANY DISTRIBUTION PROPOSAL IN AN AMOUNT OF USD 2.24 PER SHARE MARK EITHER 3B1 OR 3B2 BUT NOT BOTH. | | Shareholder | | | | | | |
| | | | | | |
| | 3B2 | | ICAHN GROUP DISTRIBUTION PROPOSAL IN AN AMOUNT OF USD 4.00 PER SHARE. MARK EITHER 3B1 OR 3B2 BUT NOT BOTH. | | Management | | | | | | |
| | | | | | |
| | 4 | | READOPTION OF AUTHORIZED SHARE CAPITAL ALLOWING THE BOARD OF DIRECTORS TO ISSUE UP TO A MAXIMUM OF 74,728,750 SHARES OF THE COMPANY. | | Shareholder | | | | | | |
| | | | | | |
| | 5 | | REPEAL OF STAGGERED BOARD. | | Management | | | | | | |
| | | | | | |
| | 6A | | FREDERICO F. CURADO: ICAHN GROUP RECOMMENDS A VOTE “FOR” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. | | Management | | | | | | |
| | | | | | |
| | 6B | | STEVEN L. NEWMAN: ICAHN GROUP RECOMMENDS A VOTE “FOR” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. | | Management | | | | | | |
| | | | | | |
| | 6C | | THOMAS W. CASON: ICAHN GROUP RECOMMENDS A VOTE “AGAINST” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. | | Shareholder | | | | | | |
| | | | | | |
| | 6D | | ROBERT M. SPRAGUE: ICAHN GROUP RECOMMENDS A VOTE “AGAINST” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. | | Shareholder | | | | | | |
| | | | | | |
| | 6E | | J. MICHAEL TALBERT: ICAHN GROUP RECOMMENDS A VOTE “AGAINST” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. | | Shareholder | | | | | | |
| | | | | | |
| | 6F | | JOHN J. LIPINSKI: ICAHN GROUP RECOMMENDS A VOTE “FOR” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. | | Management | | | | | | |
| | | | | | |
| | 6G | | JOSE MARIA ALAPONT: ICAHN GROUP RECOMMENDS A VOTE “FOR” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. | | Management | | | | | | |
| | | | | | |
| | 6H | | SAMUEL MERKSAMER: ICAHN GROUP RECOMMENDS A VOTE “FOR” THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE “FOR” ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. | | Management | | | | | | |
| | | | | | |
| | 7 | | APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013 AND REELECTION OF ERNST & YOUNG LTD., ZURICH, AS THE COMPANY’S AUDITOR FOR A FURTHER ONE- YEAR TERM. | | Management | | | | | | |
| | | | | | |
| | 8 | | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. | | Management | | | | | | |
| | | | | | | | | | | | |
| | | | | | |
| | Item | | Proposal | | Type | | Vote | | For/Against Management | | |
| | 1A. | | ELECTION OF DIRECTOR: JAMES A. BELL | | Management | | For | | For | | |
| | | | | | |
| | 1B. | | ELECTION OF DIRECTOR: CRANDALL C. BOWLES | | Management | | For | | For | | |
| | | | | | |
| | 1C. | | ELECTION OF DIRECTOR: STEPHEN B. BURKE | | Management | | For | | For | | |
| | | | | | |
| | 1D. | | ELECTION OF DIRECTOR: DAVID M. COTE | | Management | | For | | For | | |
| | | | | | |
| | 1E. | | ELECTION OF DIRECTOR: JAMES S. CROWN | | Management | | For | | For | | |
| | | | | | |
| | 1F. | | ELECTION OF DIRECTOR: JAMES DIMON | | Management | | For | | For | | |
| | | | | | |
| | 1G. | | ELECTION OF DIRECTOR: TIMOTHY P. FLYNN | | Management | | For | | For | | |
| | | | | | |
| | 1H. | | ELECTION OF DIRECTOR: ELLEN V. FUTTER | | Management | | For | | For | | |
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| | 1I. | | ELECTION OF DIRECTOR: LABAN P. JACKSON, JR. | | Management | | For | | For | | |
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| | 1J. | | ELECTION OF DIRECTOR: LEE R. RAYMOND | | Management | | For | | For | | |
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| | 1K. | | ELECTION OF DIRECTOR: WILLIAM C. WELDON | | Management | | For | | For | | |
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| | 2. | | RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | Management | | For | | For | | |
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| | 3. | | ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION | | Management | | For | | For | | |
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| | 4. | | AMENDMENT TO THE FIRM’S RESTATED CERTIFICATE OF INCORPORATION TO AUTHORIZE SHAREHOLDER ACTION BY WRITTEN CONSENT | | Management | | For | | For | | |
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| | 5. | | REAPPROVAL OF KEY EXECUTIVE PERFORMANCE PLAN | | Management | | For | | For | | |
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| | 6. | | REQUIRE SEPARATION OF CHAIRMAN AND CEO | | Shareholder | | Against | | For | | |
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| | 7. | | REQUIRE EXECUTIVES TO RETAIN SIGNIFICANT STOCK UNTIL REACHING NORMAL RETIREMENT AGE | | Shareholder | | Against | | For | | |
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| | 8. | | ADOPT PROCEDURES TO AVOID HOLDING OR RECOMMENDING INVESTMENTS THAT CONTRIBUTE TO HUMAN RIGHTS VIOLATIONS | | Shareholder | | Against | | For | | |
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| | 9. | | DISCLOSE FIRM PAYMENTS USED DIRECTLY OR INDIRECTLY FOR LOBBYING, INCLUDING SPECIFIC AMOUNTS AND RECIPIENTS’ NAMES | | Shareholder | | Against | | For | | |
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| | Item | | Proposal | | Type | | Vote | | For/Against Management | | |
| | CMMT | | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 179853 DUE TO ADDITION OF-RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND-YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. | | Non-Voting | | | | | | |
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| | CMMT | | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ ONLY-FOR ALL RESOLUTIONS. THANK YOU. | | Non-Voting | | | | | | |
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| | CMMT | | PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING-ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/sehk/ 2013/0507/L-TN20130507797.pdf http://www.hkexnews.hk/listedco/listconews/sehk/ 2013/0507/LT-N20130507791.pdf AND-ht- tp://www.hkexnews.hk/listedco/listconews/sehk/2 013/0402/LTN201304021928.pdf | | Non-Voting | | | | | | |
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| | 1 | | To consider and approve the report of the board of directors (the “Board”) of the Company for the year 2012 | | Management | | For | | For | | |
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| | 2 | | To consider and approve the report of the supervisory committee of the Company for the year 2012 | | Management | | For | | For | | |
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| | 3 | | To consider and approve the audited consolidated financial statements of the Company for the year 2012 prepared under the PRC Accounting Standards and the International Financial Reporting Standards | | Management | | For | | For | | |
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| | 4 | | To consider and approve the profit distribution proposal and the dividends distribution proposal for the year 2012 as recommended by the Board and to authorise the Board to implement such proposals | | Management | | For | | For | | |
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| | 5 | | To consider and approve the appointment of KPMG as the Company’s international auditor and KPMG Huazhen (Special General Partnership) as the Company’s domestic auditor and internal control auditor respectively for the year ending 31 December 2013 and to authorise the management of the Company to determine their remunerations for the year 2013 | | Management | | For | | For | | |
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| | 6 | | To authorise the Board of the Company to exercise the powers to allot, issue and deal with additional shares of the Company and to make or grant offers, agreements and option which might require the exercise of such powers in connection with not exceeding 20% of each of the existing A Shares and H Share (as the case may be) in issue at the date of passing this resolution, and to authorise the Board of the Company to increase the registered capital and amend the Articles of Association of the Company to reflect such increase in the registered capital of the Company under the general mandate | | Management | | For | | For | | |
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| | 7 | | To consider and approve the resolution in relation to the grant of a general mandate to the Board of the Company to issue debt financing instruments | | Management | | For | | For | | |
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| | 8 | | To consider and approve the revised Measures on Management of the Stock Appreciation Rights and the Proposal for the Second Grant of the Stock Appreciation Rights | | Management | | For | | For | | |
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| | 9 | | To consider and approve the resolution in relation to the provision of guarantee by the Company for the financing to be obtained by Air China Cargo Co., Ltd., a subsidiary of the Company, for its purchase of 8 B777-200F freighters | | Management | | For | | For | | |
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| | Item | | Proposal | | Type | | Vote | | For/Against Management | | |
| | CMMT | | PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING O-N THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/sehk/ 2013/0410/LTN-20130410652.pdf, http://www.hkexnews.hk/listedco/listconews/sehk/ 2013/0410/-LTN20130410631.pdf AND http://www.hkexnews.hk/listedco/listconews/sehk/ 2013/05-09/LTN20130509555.pdf | | Non-Voting | | | | | | |
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| | O.1 | | To consider and approve the report of the Board of Directors of the Company for the year 2012 | | Management | | For | | For | | |
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| | O.2 | | To consider and approve the report of the Supervisory Committee of the Company for the year 2012 | | Management | | For | | For | | |
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| | O.3 | | To consider and approve the annual report of the Company for the year 2012 | | Management | | For | | For | | |
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| | O.4 | | To consider and approve the final accounts report of the Company for the year 2012 | | Management | | For | | For | | |
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| | O.5 | | To consider and approve the profit distribution proposal of the Company for the year 2012 | | Management | | For | | For | | |
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| | O.6 | | To consider and approve the renewal of engagement of A Share auditing firm and H Share auditing firm for the year 2013 | | Management | | For | | For | | |
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| | O.7 | | To consider and approve the proposal regarding investment asset allocation of equity, fixed income securities and derivative products for the year 2013 | | Management | | For | | For | | |
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| | O.8 | | To consider and approve the proposal regarding the proposed appointment of Mr. Xiao Suining as independent non-executive Director of the Company | | Management | | For | | For | | |
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| | O.9 | | To consider and approve the proposal regarding the replacement of the Supervisor | | Management | | For | | For | | |
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| | O.10 | | To consider and approve the proposal regarding the potential connected/related transaction involved in the issuance of shortterm financing bills of securities companies, corporate bonds and other onshore debt financing instruments | | Management | | For | | For | | |
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| | S.1 | | To consider and approve the proposed amendments to the Articles of Association of the Company | | Management | | For | | For | | |
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| | S.2 | | To consider and approve the proposal regarding the enlargement of the business scope of the Company | | Management | | For | | For | | |
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| | S.3.1 | | To consider and approve the proposal regarding the issuance of short-term financing bills of securities companies: Issue size | | Management | | For | | For | | |
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| | S.3.2 | | To consider and approve the proposal regarding the issuance of short-term financing bills of securities companies: Issue rate | | Management | | For | | For | | |
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| | S.3.3 | | To consider and approve the proposal regarding the issuance of short-term financing bills of securities companies: Issue term | | Management | | For | | For | | |
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| | S.3.4 | | To consider and approve the proposal regarding the issuance of short-term financing bills of securities companies: Issue method | | Management | | For | | For | | |
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| | S.3.5 | | To consider and approve the proposal regarding the issuance of short-term financing bills of securities companies: Use of proceeds | | Management | | For | | For | | |
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| | S.3.6 | | To consider and approve the proposal regarding the issuance of short-term financing bills of securities companies: Validity period of resolution | | Management | | For | | For | | |
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| | S.4 | | To consider and approve the proposal regarding the general mandate to issue short-term financing bills of securities companies | | Management | | For | | For | | |
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| | S.5.1 | | To consider and approve the proposal regarding the issuance of corporate bonds: Issue size | | Management | | For | | For | | |
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| | S.5.2 | | To consider and approve the proposal regarding the issuance of corporate bonds: Issue target and arrangements on placement to shareholders of the Company | | Management | | For | | For | | |
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| | S.5.3 | | To consider and approve the proposal regarding the issuance of corporate bonds: Type and term of bonds | | Management | | For | | For | | |
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| | S.5.4 | | To consider and approve the proposal regarding the issuance of corporate bonds: Determination of coupon rate for bonds | | Management | | For | | For | | |
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| | S.5.5 | | To consider and approve the proposal regarding the issuance of corporate bonds: Security | | Management | | For | | For | | |
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| | S.5.6 | | To consider and approve the proposal regarding the issuance of corporate bonds: Issue method | | Management | | For | | For | | |
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| | S.5.7 | | To consider and approve the proposal regarding the issuance of corporate bonds: Use of proceeds | | Management | | For | | For | | |
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| | S.5.8 | | To consider and approve the proposal regarding the issuance of corporate bonds: Listing arrangements | | Management | | For | | For | | |
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| | S.5.9 | | To consider and approve the proposal regarding the issuance of corporate bonds: Guarantee measures for repayment | | Management | | For | | For | | |
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| | S.510 | | To consider and approve the proposal regarding the issuance of corporate bonds: Validity period of resolution | | Management | | For | | For | | |
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| | S.6 | | To consider and approve the proposal regarding the general mandate to issue corporate bonds | | Management | | For | | For | | |
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| | S.7.1 | | To consider and approve the proposal regarding the general mandate to issue other onshore debt financing instruments: Type of debt financing instruments | | Management | | For | | For | | |
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| | S.7.2 | | To consider and approve the proposal regarding the general mandate to issue other onshore debt financing instruments: Term of debt financing instruments | | Management | | For | | For | | |
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| | S.7.3 | | To consider and approve the proposal regarding the general mandate to issue other onshore debt financing instruments: Interest rate of debt financing instruments | | Management | | For | | For | | |
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| | S.7.4 | | To consider and approve the proposal regarding the general mandate to issue other onshore debt financing instruments: Issuer, issue size and issue method | | Management | | For | | For | | |
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| | S.7.5 | | To consider and approve the proposal regarding the general mandate to issue other onshore debt financing instruments: Issue price | | Management | | For | | For | | |
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| | S.7.6 | | To consider and approve the proposal regarding the general mandate to issue other onshore debt financing instruments: Security and other credit enhancement arrangements | | Management | | For | | For | | |
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| | S.7.7 | | To consider and approve the proposal regarding the general mandate to issue other onshore debt financing instruments: Use of proceeds | | Management | | For | | For | | |
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| | S.7.8 | | To consider and approve the proposal regarding the general mandate to issue other onshore debt financing instruments: Issue target and arrangements on placement to shareholders of the Company | | Management | | For | | For | | |
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| | S.7.9 | | To consider and approve the proposal regarding the general mandate to issue other onshore debt financing instruments: Guarantee measures for repayment | | Management | | For | | For | | |
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| | S7.10 | | To consider and approve the proposal regarding the general mandate to issue other onshore debt financing instruments: Listing of debt financing instruments | | Management | | For | | For | | |
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| | S7.11 | | To consider and approve the proposal regarding the general mandate to issue other onshore debt financing instruments: Validity period of resolution | | Management | | For | | For | | |
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| | S7.12 | | To consider and approve the proposal regarding the general mandate to issue other onshore debt financing instruments: Authorization for issuance of other onshore debt financing instruments of the Company | | Management | | For | | For | | |
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| | S.8 | | To consider and approve the proposal regarding the scale of financing business for customers of the Company | | Management | | For | | For | | |
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| | CMMT | | PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL. IF YOU H-AVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YO-U DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | | | |
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| | Item | | Proposal | | Type | | Vote | | For/Against Management | | |
| | CMMT | | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’-ONLY FOR ALL RESOLUTIONS. THANK YOU. | | Non-Voting | | | | | | |
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| | CMMT | | PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING-ON THE URL LINKS:- http://www.hkexnews.hk/listedco/listconews/sehk/ 2013/0411/LTN20130411663.pdf-AND- http://www.hkexnews.hk/listedco/listconews/sehk/ 2013/0411/LTN20130411604.pdf | | Non-Voting | | | | | | |
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| | 1 | | That the consolidated financial statements of the Company, the report of the Board of Directors, the report of the Supervisory Committee and the report of the international auditor for the year ended 31 December 2012 be considered and approved, and the Board of Directors of the Company (the “Board”) be authorised to prepare the budget of the Company for the year 2013 | | Management | | For | | For | | |
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| | 2 | | That the profit distribution proposal and the declaration and payment of a final dividend for the year ended 31 December 2012 be considered and approved | | Management | | For | | For | | |
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| | 3 | | That the appointment of Deloitte Touche Tohmatsu and Deloitte Touche Tohmatsu Certified Public Accountants LLP as the international auditors and domestic auditors of the Company respectively for the year ending on 31 December 2013 be considered and approved, and the Board be authorised to fix the remuneration of the auditors | | Management | | For | | For | | |
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| | 4 | | Ordinary resolution numbered 4 of the Notice of AGM dated 11 April 2013 (to approve the election of Mr. Xie Liang as a Director of the Company) | | Management | | For | | For | | |
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| | 5.1 | | Special resolution numbered 5.1 of the Notice of AGM dated 11 April 2013 (to consider and approve the issue of debentures by the Company) | | Management | | For | | For | | |
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| | 5.2 | | Special resolution numbered 5.2 of the Notice of AGM dated 11 April 2013 (to authorise the Board to issue debentures and determine the specific terms and conditions) | | Management | | For | | For | | |
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| | 6.1 | | Special resolution numbered 6.1 of the Notice of AGM dated 11 April 2013 (to consider and approve the issue of company bonds in the People’s Republic of China) | | Management | | For | | For | | |
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| | 6.2 | | Special resolution numbered 6.2 of the Notice of AGM dated 11 April 2013 (to authorise the Board to issue company bonds and determine the specific terms and conditions) | | Management | | For | | For | | |
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| | 7 | | Special resolution numbered 7 of the Notice of AGM dated 11 April 2013 (To grant a general mandate to the Board to issue, allot and deal with additional shares in the Company not exceeding 20% of each of the existing domestic Shares and H Shares in issue.) | | Management | | For | | For | | |
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| | 8 | | Special resolution numbered 8 of the Notice of AGM dated 11 April 2013 (To authorise the Board to increase the registered capital of the Company and to amend the articles of association of the Company to reflect such increase in the registered capital of the Company under the general mandate.) | | Management | | For | | For | | |
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| | Item | | Proposal | | Type | | Vote | | For/Against Management | | |
| | O1 | | TO RECEIVE AND CONSIDER THE FINANCIAL STATEMENTS, DIRECTORS REPORT AND AUDITORS REPORT FOR THE YEAR ENDED 31 DECEMBER 2012. | | Management | | For | | | | |
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| | O2 | | TO RECEIVE AND CONSIDER THE REPORT BY THE LEADERSHIP, DEVELOPMENT AND COMPENSATION COMMITTEE FOR THE YEAR ENDED 31 DECEMBER 2012. | | Management | | For | | | | |
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| | O3A | | TO RE-ELECT MR. ROBERT INGRAM. | | Management | | For | | | | |
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| | O3B | | TO RE-ELECT MR. GARY KENNEDY. | | Management | | For | | | | |
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| | O3C | | TO RE-ELECT MR. PATRICK KENNEDY. | | Management | | For | | | | |
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| | O3D | | TO RE-ELECT MR. KELLY MARTIN. | | Management | | For | | | | |
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| | O3E | | TO RE-ELECT MR. KIERAN MCGOWAN. | | Management | | For | | | | |
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| | O3F | | TO RE-ELECT MR. KYRAN MCLAUGHLIN. | | Management | | For | | | | |
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| | O3G | | TO RE-ELECT MR. DONAL O’CONNOR. | | Management | | For | | | | |
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| | O3H | | TO RE-ELECT MR. RICHARD PILNIK. | | Management | | For | | | | |
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| | O3I | | TO RE-ELECT DR. ANDREW VON ESCHENBACH. | | Management | | For | | | | |
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| | O4 | | TO AUTHORISE THE DIRECTORS TO FIX THE REMUNERATION OF THE AUDITORS. | | Management | | For | | | | |
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| | O5 | | TO AUTHORISE THE DIRECTORS TO ALLOT AND ISSUE RELEVANT SECURITIES. | | Management | | For | | | | |
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| | S6 | | TO AUTHORISE THE DISAPPLICATION OF PRE-EMPTION RIGHTS. | | Management | | For | | | | |
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| | S7 | | TO REDUCE THE AUTHORISED BUT UN- ISSUED SHARE CAPITAL OF THE COMPANY, REGARDING THE “B” EXECUTIVE AND NON- VOTING EXECUTIVE SHARES, AND AMEND THE MEMORANDUM & ARTICLES OF ASSOCIATION ACCORDINGLY. | | Management | | For | | | | |
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| | S8 | | TO AUTHORISE THE COMPANY TO MAKE MARKET PURCHASES OF ITS OWN SHARES. | | Management | | For | | | | |
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| | S9 | | TO SET THE RE-ISSUE PRICE RANGE FOR TREASURY SHARES. | | Management | | For | | | | |
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| | S10 | | TO RETAIN A 14 DAY NOTICE PERIOD FOR EXTRAORDINARY GENERAL MEETINGS. | | Management | | For | | | | |
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| | Item | | Proposal | | Type | | Vote | | For/Against Management | | |
| | 1B. | | ADOPTION OF THE ANNUAL ACCOUNTS | | Management | | For | | For | | |
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| | 2A. | | GRANTING DISCHARGE TO THE DIRECTORS FOR THEIR MANAGEMENT DURING THE PAST FINANCIAL YEAR | | Management | | For | | For | | |
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| | 3A. | | PROPOSAL TO RE-APPOINT MR. R.L. CLEMMER AS EXECUTIVE DIRECTOR OF THE COMPANY WITH EFFECT FROM MAY 30, 2013 | | Management | | For | | For | | |
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| | 3B. | | PROPOSAL TO RE-APPOINT SIR PETER BONFIELD AND NON-EXECUTIVE DIRECTOR OF THE COMPANY WITH EFFECT FROM MAY 30, 2013 | | Management | | For | | For | | |
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| | 3C. | | PROPOSAL TO RE-APPOINT MR. J.P. HUTH AS NON-EXECUTIVE DIRECTOR OF THE COMPANY WITH EFFECT FROM MAY 30, 2013 | | Management | | For | | For | | |
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| | 3D. | | PROPOSAL TO RE-APPOINT MR. R. MACKENZIE AS NON-EXECUTIVE DIRECTOR OF THE COMPANY WITH EFFECT FROM MAY 30, 2013 | | Management | | For | | For | | |
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| | 3E. | | PROPOSAL TO RE-APPOINT MR. E. DURBAN AS NON-EXECUTIVE DIRECTOR OF THE COMPANY WITH EFFECT FROM MAY 30, 2013 | | Management | | For | | For | | |
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| | 3F. | | PROPOSAL TO RE-APPOINT MR. K.A. GOLDMAN AS NON-EXECUTIVE DIRECTOR OF THE COMPANY WITH EFFECT FROM MAY 30, 2013 | | Management | | For | | For | | |
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| | 3G. | | PROPOSAL TO RE-APPOINT MR. J. KAESER AS NON-EXECUTIVE DIRECTOR OF THE COMPANY WITH EFFECT FROM MAY 30, 2013 | | Management | | For | | For | | |
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| | 3H. | | PROPOSAL TO RE-APPOINT MR. I. LORING AS NON-EXECUTIVE DIRECTOR OF THE COMPANY WITH EFFECT FROM MAY 30, 2013 | | Management | | For | | For | | |
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| | 3I. | | PROPOSAL TO RE-APPOINT MR. M. PLANTEVIN AS NON-EXECUTIVE DIRECTOR OF THE COMPANY WITH EFFECT FROM MAY 30, 2013 | | Management | | For | | For | | |
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| | 3J. | | PROPOSAL TO RE-APPOINT MR. V. BHATIA AS NON-EXECUTIVE DIRECTOR OF THE COMPANY WITH EFFECT FROM MAY 30, 2013 | | Management | | For | | For | | |
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| | 3K. | | PROPOSAL TO APPOINT MR. J.-P. SAAD AS NON-EXECUTIVE DIRECTOR OF THE COMPANY WITH EFFECT FROM MAY 30, 2013 | | Management | | For | | For | | |
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| | 4. | | AUTHORIZATION TO REPURCHASE SHARES IN THE COMPANY’S CAPITAL | | Management | | For | | For | | |
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| | Item | | Proposal | | Type | | Vote | | For/Against Management | | |
| | CMMT | | PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING-ON THE URL LINKS:- http://www.hkexnews.hk/listedco/listconews/sehk/ 2013/0321/LTN20130321425.pdf- http://www.hkexnews.hk/listedco/listconews/sehk/ 2013/0321/LTN20130321369.pdf | | Non-Voting | | | | | | |
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| | CMMT | | PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF “ABSTAIN” WILL BE TREATED-THE SAME AS A “TAKE NO ACTION” VOTE. | | Non-Voting | | | | | | |
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| | 1 | | To receive the audited consolidated financial statements of the Company and the reports of the directors and auditors for the year ended December 31, 2012 | | Management | | For | | For | | |
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| | 2 | | To declare a final dividend of HKD 0.66 per share for the year ended December 31, 2012 | | Management | | For | | For | | |
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| | 3.a | | To re-elect Mr. Toh Hup Hock as executive director | | Management | | For | | For | | |
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| | 3.b | | To re-elect Mr. Michael Alan Leven as non- executive director | | Management | | For | | For | | |
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| | 3.c | | To re-elect Mr. Jeffrey Howard Schwartz as non- executive director | | Management | | For | | For | | |
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| | 3.d | | To re-elect Mr. David Muir Turnbull as independent non-executive director | | Management | | For | | For | | |
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| | 3.e | | To re-elect Mr. Victor Patrick Hoog Antink as independent non-executive director | | Management | | For | | For | | |
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| | 3.f | | To elect Mr. Steven Zygmunt Strasser as independent non-executive director | | Management | | For | | For | | |
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| | 3.g | | To authorize the board of directors to fix the respective directors’ remuneration | | Management | | For | | For | | |
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| | 4 | | To re-appoint PricewaterhouseCoopers as auditors and to authorize the board of directors to fix their remuneration | | Management | | For | | For | | |
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| | 5 | | To give a general mandate to the directors to repurchase shares of the Company not exceeding 10% of the issued share capital of the Company as at the date of passing of this resolution | | Management | | For | | For | | |
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| | 6 | | To give a general mandate to the directors to issue additional shares of the Company not exceeding 20% of the issued share capital of the Company as at the date of passing of this resolution | | Management | | For | | For | | |
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| | 7 | | To extend the general mandate granted to the directors to issue additional shares of the Company by the aggregate nominal amount of the shares repurchased by the Company | | Management | | For | | For | | |
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| | 8 | | To approve the adoption of as specified as the formal Chinese name of the Company, that the name of the Company be changed from “Sands China Ltd.” to “Sands China Ltd.” as specified and that the existing memorandum and articles of association of the Company be amended to reflect the amended name of the Company as necessary | | Management | | For | | For | | |
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| | 9 | | To approve the amendments to the memorandum and articles of association of the Company: Clause 2 Article 63,69,68, 68a,76,77,80,81,82,83,95,101(1),101(2),101(3),1 15(1)(v),115(1)(vi),115(2),115(3),115(4),137,138, 139 | | Management | | For | | For | | |
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| | CMMT | | PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF TEXT IN RESOLUTION-4 AND 9. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PRO-XY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | | | |
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| | Item | | Proposal | | Type | | Vote | | For/Against Management | | |
| | CMMT | | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR-ALL RESOLUTIONS. THANK YOU. | | Non-Voting | | | | | | |
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| | CMMT | | PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING-ON THE URL LINKS:- http://www.hkexnews.hk/listedco/listconews/sehk/ 2013/0419/LTN20130419433.pdf-AND- http://www.hkexnews.hk/listedco/listconews/sehk/ 2013/0419/LTN20130419402.pdf | | Non-Voting | | | | | | |
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| | 1 | | To consider and approve the report of the board of directors of the Company (the “Board”) for the year ended 31 December 2012 | | Management | | For | | For | | |
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| | 2 | | To consider and approve the report of the supervisory committee of the Company for the year ended 31 December 2012 | | Management | | For | | For | | |
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| | 3 | | To consider and approve the audited financial statements of the Company and its subsidiaries for the year ended 31 December 2012 and the auditors’ report | | Management | | For | | For | | |
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| | 4 | | To consider and approve the profit distribution plan and payment of the final dividend for the year ended 31 December 2012 | | Management | | For | | For | | |
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| | 5 | | To consider and approve the re-appointment of PricewaterhouseCoopers Zhong Tian LLP as the domestic auditors of the Company to hold office until conclusion of the next annual general meeting, and to ratify and confirm its remuneration determined by the Audit Committee of the Board | | Management | | For | | For | | |
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| | 6 | | To consider and approve the re-appointment of PricewaterhouseCoopers Certified Public Accountants, Hong Kong as the international auditors of the Company to hold office until conclusion of the next annual general meeting, and to ratify and confirm its remuneration determined by the Audit Committee of the Board | | Management | | For | | For | | |
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| | 7 | | To consider and approve the re-election of Mr. Chen Qiyu as a non-executive director of the Second Session of the Board, to authorize the Board to fix the remuneration, and to authorize the chairman of the Board or the executive director of the Company to enter into the service contract or such other documents or supplemental agreements or deeds with him | | Management | | For | | For | | |
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| | 8 | | To consider, approve, ratify and confirm the remuneration of the directors of the Company (the “Directors”) for the year ended 31 December 2012, and to consider and authorize the Board to determine the remuneration of the Directors for the year ending 31 December 2013 | | Management | | For | | For | | |
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| | 9 | | To consider and approve the delegation of the power to the Board to approve the guarantees in favor of third parties with an aggregate total value of not more than 30% of the latest audited total assets of the Company over a period of 12 months; and if the above delegation is not consistent with, collides with or conflicts with the requirements under the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or other requirements of the Stock Exchange, the requirements under the Listing Rules or other requirements of the Stock Exchange should be followed | | Management | | For | | For | | |
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| | 10 | | To consider and approve the amendments to the articles of association of the Company (the “Articles of Association”) in respect of Article 21. (Details of this resolution were contained in the circular of the Company dated 19 April 2013.) | | Management | | For | | For | | |
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| | 11 | | To consider and approve to grant a general mandate to the Board to exercise the power of the Company to allot, issue and/or deal with Domestic Shares and/ or H Shares. (Details of this resolution were contained in the notice of the AGM dated 19 April 2013 (the “Notice”).) | | Management | | For | | For | | |
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| | Item | | Proposal | | Type | | Vote | | For/Against Management |
| | CMMT | | PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF “ABSTAIN” WILL BE TREATED T-HE SAME AS A “TAKE NO ACTION” VOTE. | | Non-Voting | | | | |
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| | CMMT | | PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING O-N THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/sehk/ 2013/0429/LTN-20130429013.pdf AND http://www.hkexnews.hk/listedco/listconews/sehk/ 2013/0429/-LTN20130429015.pdf | | Non-Voting | | | | |
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| | 1 | | To receive and adopt the audited statutory accounts and audited consolidated financial statements of the Company and the reports of the directors (the “Directors”) and auditors for the year ended December 31, 2012 | | Management | | For | | For |
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| | 2 | | To approve the allocation of the results of the Company for the year ended December 31, 2012 | | Management | | For | | For |
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| | 3 | | To declare a cash distribution to the shareholders of the Company in an amount of thirty-seven million five hundred thousand two hundred and one United States dollars and sixteen cents (USD 37,500,201.16) out of the Company’s distributable ad hoc reserve | | Management | | For | | For |
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| | 4.a | | To re-elect Timothy Charles Parker as an executive director for a period of three years | | Management | | For | | For |
| | | | | |
| | 4.b | | To re-elect Kyle Francis Gendreau as an executive director for a period of one year | | Management | | For | | For |
| | | | | |
| | 4.c | | To re-elect Bruce Hardy McLain as a non- executive director for a period of three years | | Management | | For | | For |
| | | | | |
| | 4.d | | To re-elect Paul Kenneth Etchells as an independent non-executive director for a period of three years | | Management | | For | | For |
| | | | | |
| | 4.e | | To re-elect Ying Yeh as an independent non- executive director for a period of one year | | Management | | For | | For |
| | | | | |
| | 5 | | To renew the mandate granted to KPMG Luxembourg S.a r.l. to act as approved statutory auditor (reviseur d’entreprises agree) of the Company for the year ending December 31, 2013 | | Management | | For | | For |
| | | | | |
| | 6 | | To re-appoint KPMG LLP as the external auditor of the Company to hold office from the conclusion of the AGM until the next annual general meeting of the Company | | Management | | For | | For |
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| | 7 | | To give a general mandate to the Directors to issue additional shares of the Company not exceeding 10 per cent. of the issued share capital of the Company as at the date of this resolution (in accordance with the terms and conditions described in the AGM circular) | | Management | | For | | For |
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| | 8 | | To give a general mandate to the Directors to repurchase shares of the Company not exceeding 10 per cent. of the issued share capital of the Company as at the date of this resolution (in accordance with the terms and conditions described in the AGM circular) | | Management | | For | | For |
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| | 9 | | To extend the general mandate granted to the Directors to issue additional shares of the Company by the aggregate nominal amount of the shares repurchased by the Company (in accordance with the terms and conditions described in the AGM circular) | | Management | | For | | For |
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| | 10 | | To approve the discharge granted to the Directors and the approved statutory auditor (reviseur d’entreprises agree) of the Company for the exercise of their respective mandates during the year ended December 31, 2012 | | Management | | For | | For |
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| | 11 | | To approve the remuneration to be granted to certain Directors of the Company | | Management | | For | | For |
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| | 12 | | To approve the remuneration to be granted to KPMG Luxembourg S.a r.l. as the approved statutory auditor (reviseur d’entreprises agree) of the Company | | Management | | For | | For |
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| | | | PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF TEXT IN RESOLUTION-4.C. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY F-ORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | |
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| | Item | | Proposal | | Type | | Vote | | For/Against Management | | |
| | 1A. | | ELECTION OF DIRECTOR: CAROLINE D. DORSA | | Management | | For | | For | | |
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| | 1B. | | ELECTION OF DIRECTOR: STELIOS PAPADOPOULOS | | Management | | For | | For | | |
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| | 1C. | | ELECTION OF DIRECTOR: GEORGE A. SCANGOS | | Management | | For | | For | | |
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| | 1D. | | ELECTION OF DIRECTOR: LYNN SCHENK | | Management | | For | | For | | |
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| | 1E. | | ELECTION OF DIRECTOR: ALEXANDER J. DENNER | | Management | | For | | For | | |
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| | 1F. | | ELECTION OF DIRECTOR: NANCY L. LEAMING | | Management | | For | | For | | |
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| | 1G. | | ELECTION OF DIRECTOR: RICHARD C. MULLIGAN | | Management | | For | | For | | |
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| | 1H. | | ELECTION OF DIRECTOR: ROBERT W. PANGIA | | Management | | For | | For | | |
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| | 1I. | | ELECTION OF DIRECTOR: BRIAN S. POSNER | | Management | | For | | For | | |
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| | 1J. | | ELECTION OF DIRECTOR: ERIC K. ROWINSKY | | Management | | For | | For | | |
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| | 1K. | | ELECTION OF DIRECTOR: STEPHEN A. SHERWIN | | Management | | For | | For | | |
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| | 1L. | | ELECTION OF DIRECTOR: WILLIAM D. YOUNG | | Management | | For | | For | | |
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| | 2. | | TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS BIOGEN IDEC INC.‘S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. | | Management | | For | | For | | |
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| | 3. | | SAY ON PAY - AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. | | Management | | For | | For | | |
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| | 4. | | TO REAPPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER THE BIOGEN IDEC INC. 2008 PERFORMANCE- BASED MANAGEMENT INCENTIVE PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. | | Management | | For | | For | | |
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| | 5. | | TO REAPPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER THE BIOGEN IDEC INC. 2008 OMNIBUS EQUITY PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. | | Management | | For | | For | | |
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| | 6. | | SHAREHOLDER PROPOSAL REGARDING ADOPTION OF A SHARE RETENTION POLICY. | | Shareholder | | Against | | For | | |
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| | Item | | Proposal | | Type | | Vote | | For/Against Management | | |
| | | | Please note that for Registered Share meetings in Germany there is now a requi-rement that any shareholder who holds an aggregate total of 3 per cent or more-of the outstanding share capital must register under their beneficial owner d-etails before the appropriate deadline to be able to vote. Failure to comply w-ith the declaration requirements as stipulated in section 21 of the Securities-Trade Act (WpHG) may prevent the shareholder from voting at the general meeti-ngs. Therefore, your custodian may request that we register beneficial owner d-ata for all voted accounts to the respective sub custodian. If you require fur-ther information with regard to whether such BO registration will be conducted- for your custodian s accounts, please contact your CSR for more information. | | Non-Voting | | | | | | |
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| | | | The sub custodians have advised that voted shares are not blocked for trading-purposes i.e. they are only unavailable for settlement. In order to deliver/se-ttle a voted position before the deregistration date a voting instruction canc- ellation and de-registration request needs to be sent to your CSR or Custodian-. Failure to de- register the shares before settlement date could result in the-settlement being delayed. Please also be aware that although some issuers per-mit the deregistration of shares at deregistration date, some shares may remai-n registered up until meeting date. If you are considering settling a traded v-oted position prior to the meeting date of this event, please contact your CSR-or custodian to ensure your shares have been deregistered. | | Non-Voting | | | | | | |
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| | | | The Vote/Registration Deadline as displayed on ProxyEdge is subject to change-and will be updated as soon as Broadridge receives confirmation from the sub c-ustodians regarding their instruction deadline. For any queries please contact-your Client Services Representative. | | Non-Voting | | | | | | |
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| | | | ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTI-ON WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTIT-LED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUD-ED WHEN YOUR SHARE IN VOTING RIGHTS HAS | | Non-Voting | | | | | | |
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| | | | REACHED CERTAIN THRESHOLDS AND YOU HAV-E NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT-TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLE-ASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NO-T HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSIO-N FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU. | | | | | | | | |
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| | | | COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 04 JUN 2013. FURTHER INFORMATION ON C-OUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER T-O THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE IT-EMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY A-T THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT O-N PROXYEDGE. | | Non-Voting | | | | | | |
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| | 1. | | Presentation of the adopted annual financial statements, the approved consolid-ated financial statements as well as the combined group management report and-management report (including the board of management’s explanatory report rega-rding the information pursuant to sections 289, para. 4 and 315, para. 4 of th-e German commercial code (Handelsgesetzbuch -HGB)), for the 2012 financial yea-r, respectively, and the report of the supervisory board | | Non-Voting | | | | | | |
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| | 2. | | Resolution on the appropriation of distributable profit in the 2012 financial year | | Management | | For | | For | | |
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| | 3. | | Resolution on the ratification of the acts of the members of the board of management for the 2012 financial year | | Management | | For | | For | | |
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| | 4. | | Resolution on the ratification of the acts of the members of the Supervisory board for the 2012 financial year | | Management | | For | | For | | |
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| | 5. | | Resolution on the appointment of the auditors and consolidated group auditors for the 2013 financial year as well as the auditors for the audit reviews of interim financial reports: PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprufungsgesellschaft, Dusseldorf | | Management | | For | | For | | |
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| | Item | | Proposal | | Type | | Vote | | For/Against Management | | |
| | CMMT | | PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING-ON THE URL LINKS:- http://www.hkexnews.hk/listedco/listconews/SEH K/2013/0425/LTN20130425569.pdf,- http://www.hkexnews.hk/listedco/listconews/SEH K/2013/0425/LTN20130425543.pdf-AND http://www.hkexnews.hk/listedco/listconews/sehk/ 2013/0603/LTN201306031202.-pdf | | Non-Voting | | | | | | |
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| | 1 | | To consider and approve the 2012 Work Report of the Board | | Management | | For | | For | | |
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| | 2 | | To consider and approve the 2012 Work Report of the Supervisory Committee | | Management | | For | | For | | |
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| | 3 | | To consider and approve the 2012 Annual Report of the Company | | Management | | For | | For | | |
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| | 4 | | To consider and approve the 2012 Profit Distribution Plan of the Company | | Management | | For | | For | | |
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| | 5 | | To consider and approve the resolution on the re- appointments of Ernst & Young Hua Ming LLP and Ernst & Young as external auditors of the Company for 2013 | | Management | | For | | For | | |
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| | 6 | | To consider and approve the resolution on the estimated investment amount for the proprietary business of the Company for 2013 | | Management | | For | | For | | |
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| | 7.1 | | To consider and approve the resolution on the potential related/connected party transactions between the Company and its subsidiaries and CITIC Group Corporation and its related/connected parties | | Management | | For | | For | | |
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| | 7.2 | | To consider and approve the resolution on the potential related party transactions between the Company and its subsidiaries and China Asset Management Co., Ltd | | Management | | For | | For | | |
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| | 7.3 | | To consider and approve the resolution on the potential related party transactions between the Company and its subsidiaries and CITIC Private Equity Funds Management Co., Ltd | | Management | | For | | For | | |
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| | 8 | | To consider and approve the resolution on the total remuneration of Directors and Supervisors for 2012 | | Management | | For | | For | | |
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| | 9 | | To consider and approve the resolution on the General Mandate to issue additional A Shares and H Shares | | Management | | For | | For | | |
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| | 10 | | To consider and approve the resolution on the application for the expansion of the business scope to engage in the mutual fund management business by the Company | | Management | | For | | For | | |
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| | 11 | | To consider and approve the resolution on the amendments to the Articles of Association | | Management | | For | | For | | |
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| | CMMT | | PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL LINK. IF YOU-HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS Y-OU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | | | |
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| | Item | | Proposal | | Type | | Vote | | For/Against Management | | |
| | 1. | | APPROVE THE 2012 ANNUAL REPORT, THE CONSOLIDATED FINANCIAL STATEMENTS FOR FISCAL YEAR 2012 AND THE STATUTORY FINANCIAL STATEMENTS OF WEATHERFORD INTERNATIONAL LTD. FOR FISCAL YEAR 2012. | | Management | | For | | For | | |
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| | 2. | | DISCHARGE THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS FROM LIABILITY UNDER SWISS LAW FOR THE YEAR ENDED DECEMBER 31, 2012. | | Management | | For | | For | | |
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| | 3A. | | ELECTION OF DIRECTOR: BERNARD J. DUROC-DANNER | | Management | | For | | For | | |
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| | 3B. | | ELECTION OF DIRECTOR: NICHOLAS F. BRADY | | Management | | For | | For | | |
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| | 3C. | | ELECTION OF DIRECTOR: DAVID J. BUTTERS | | Management | | For | | For | | |
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| | 3D. | | ELECTION OF DIRECTOR: JOHN D. GASS | | Management | | For | | For | | |
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| | 3E. | | ELECTION OF DIRECTOR: FRANCIS S. KALMAN | | Management | | For | | For | | |
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| | 3F. | | ELECTION OF DIRECTOR: WILLIAM E. MACAULAY | | Management | | For | | For | | |
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| | 3G. | | ELECTION OF DIRECTOR: ROBERT K. MOSES, JR. | | Management | | For | | For | | |
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| | 3H. | | ELECTION OF DIRECTOR: GUILLERMO ORTIZ | | Management | | For | | For | | |
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| | 3I. | | ELECTION OF DIRECTOR: EMYR JONES PARRY | | Management | | For | | For | | |
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| | 3J. | | ELECTION OF DIRECTOR: ROBERT A. RAYNE | | Management | | For | | For | | |
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| | 4. | | RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND ELECT KPMG AG AS OUR SWISS STATUTORY AUDITOR. | | Management | | For | | For | | |
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| | 5. | | APPROVE AMENDMENTS TO WEATHERFORD’S ARTICLES OF ASSOCIATION TO AUTHORIZE ISSUABLE AUTHORIZED SHARE CAPITAL IN AN AMOUNT EQUAL TO 18.22% OF CURRENT STATED CAPITAL AND GRANT AN AUTHORIZATION OF THE BOARD OF DIRECTORS TO ISSUE SHARES FROM AUTHORIZED SHARE CAPITAL FOR THE PERIOD FROM JUNE 20, 2013 TO JUNE 20, 2015. | | Management | | For | | For | | |
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| | 6. | | ADOPT AN ADVISORY RESOLUTION APPROVING THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. | | Management | | For | | For | | |
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| | Item | | Proposal | | Type | | Vote | | For/Against Management | | |
| | 1. | | APPROVE THE 2012 ANNUAL REPORT, THE CONSOLIDATED FINANCIAL STATEMENTS FOR FISCAL YEAR 2012 AND THE STATUTORY FINANCIAL STATEMENTS OF WEATHERFORD INTERNATIONAL LTD. FOR FISCAL YEAR 2012. | | Management | | For | | For | | |
| | | | | | |
| | 2. | | DISCHARGE THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS FROM LIABILITY UNDER SWISS LAW FOR THE YEAR ENDED DECEMBER 31, 2012. | | Management | | For | | For | | |
| | | | | | |
| | 3A. | | ELECTION OF DIRECTOR: BERNARD J. DUROC-DANNER | | Management | | For | | For | | |
| | | | | | |
| | 3B. | | ELECTION OF DIRECTOR: NICHOLAS F. BRADY | | Management | | For | | For | | |
| | | | | | |
| | 3C. | | ELECTION OF DIRECTOR: DAVID J. BUTTERS | | Management | | For | | For | | |
| | | | | | |
| | 3D. | | ELECTION OF DIRECTOR: JOHN D. GASS | | Management | | For | | For | | |
| | | | | | |
| | 3E. | | ELECTION OF DIRECTOR: FRANCIS S. KALMAN | | Management | | For | | For | | |
| | | | | | |
| | 3F. | | ELECTION OF DIRECTOR: WILLIAM E. MACAULAY | | Management | | For | | For | | |
| | | | | | |
| | 3G. | | ELECTION OF DIRECTOR: ROBERT K. MOSES, JR. | | Management | | For | | For | | |
| | | | | | |
| | 3H. | | ELECTION OF DIRECTOR: GUILLERMO ORTIZ | | Management | | For | | For | | |
| | | | | | |
| | 3I. | | ELECTION OF DIRECTOR: EMYR JONES PARRY | | Management | | For | | For | | |
| | | | | | |
| | 3J. | | ELECTION OF DIRECTOR: ROBERT A. RAYNE | | Management | | For | | For | | |
| | | | | | |
| | 4. | | RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND ELECT KPMG AG AS OUR SWISS STATUTORY AUDITOR. | | Management | | For | | For | | |
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| | 5. | | APPROVE AMENDMENTS TO WEATHERFORD’S ARTICLES OF ASSOCIATION TO AUTHORIZE ISSUABLE AUTHORIZED SHARE CAPITAL IN AN AMOUNT EQUAL TO 18.22% OF CURRENT STATED CAPITAL AND GRANT AN AUTHORIZATION OF THE BOARD OF DIRECTORS TO ISSUE SHARES FROM AUTHORIZED SHARE CAPITAL FOR THE PERIOD FROM JUNE 20, 2013 TO JUNE 20, 2015. | | Management | | For | | For | | |
| | | | | | |
| | 6. | | ADOPT AN ADVISORY RESOLUTION APPROVING THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. | | Management | | For | | For | | |
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| | Item | | Proposal | | Type | | Vote | | For/Against Management | | |
| | | | Please reference meeting materials. | | Non-Voting | | | | | | |
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| | 1 | | Approve Appropriation of Surplus | | Management | | For | | For | | |
| | | | | | |
| | 2 | | Acquisition of Thirteenth Series Class XIII Preferred Stock | | Management | | For | | For | | |
| | | | | | |
| | 3 | | Amend Articles to: Approve Revisions Related to the New Capital Adequacy Requirements (Basel III), Decrease Capital Shares to be issued to 52,251,442,000 shs. in accordance with a Reduction to be Caused in the Total Number of each of the Classes of Shares | | Management | | For | | For | | |
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| | 4.1 | | Appoint a Director | | Management | | For | | For | | |
| | | | | | |
| | 4.2 | | Appoint a Director | | Management | | For | | For | | |
| | | | | | |
| | 4.3 | | Appoint a Director | | Management | | For | | For | | |
| | | | | | |
| | 4.4 | | Appoint a Director | | Management | | For | | For | | |
| | | | | | |
| | 4.5 | | Appoint a Director | | Management | | For | | For | | |
| | | | | | |
| | 4.6 | | Appoint a Director | | Management | | For | | For | | |
| | | | | | |
| | 4.7 | | Appoint a Director | | Management | | For | | For | | |
| | | | | | |
| | 4.8 | | Appoint a Director | | Management | | For | | For | | |
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| | 4.9 | | Appoint a Director | | Management | | For | | For | | |
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| | 5 | | Appoint a Corporate Auditor | | Management | | For | | For | | |
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| | 6 | | Shareholder Proposal: Partial amendment to the Articles of Incorporation | | Shareholder | | Against | | For | | |
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| | 7 | | Shareholder Proposal: Partial amendment to the Articles of Incorporation (Proposal to provide financing to railway business operators to set up security video cameras inside trains) | | Shareholder | | Against | | For | | |
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| | 8 | | Shareholder Proposal: Partial amendment to the Articles of Incorporation (Exercise of voting rights of shares held for strategic reasons) | | Shareholder | | Against | | For | | |
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| | 9 | | Shareholder Proposal: Partial amendment to the Articles of Incorporation (Concerning disclosure of policy and results of officer training) | | Shareholder | | Against | | For | | |
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| | 10 | | Shareholder Proposal: Partial amendment to the Articles of Incorporation (Resolution of general meeting of shareholders for retained earnings) | | Shareholder | | Against | | For | | |
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| | 11 | | Shareholder Proposal: Partial amendment to the Articles of Incorporation (Request to disclose an action seeking revocation of a resolution by a general meeting of shareholders, or any other actions similar thereto, which may be brought against companies in which the group invested or provided financing for) | | Shareholder | | Against | | For | | |
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| | 12 | | Shareholder Proposal: Partial amendment to the Articles of Incorporation (Disclosure of compensation paid to each officer) | | Shareholder | | Against | | For | | |
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| | 13 | | Shareholder Proposal: Partial amendment to the Articles of Incorporation (Disclosure of an evaluation report at the time of an IPO) | | Shareholder | | Against | | For | | |
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| | 14 | | Shareholder Proposal: Partial amendment to the Articles of Incorporation (Holding of seminars for investors) | | Shareholder | | Against | | For | | |
Pursuant to the requirements of the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.