UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD
OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
INVESTMENT COMPANY ACT FILE NUMBER: 811-2968
NAME OF REGISTRANT: VANGUARD TRUSTEES' EQUITY FUND
ADDRESS OF REGISTRANT: PO BOX 2600, VALLEY FORGE, PA 19482
NAME AND ADDRESS OF AGENT FOR SERVICE: R. GREGORY BARTON
PO BOX 876
VALLEY FORGE, PA 19482
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (610) 669-1000
DATE OF FISCAL YEAR END: October 31, 2003
DATE OF REPORTING PERIOD: JULY 1, 2003 - JUNE 30, 2004
Fund VANGUARD INTERNATIONAL VALUE FUND
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Issuer: ABB LTD, ZUERICH
Ticker: N/A CUSIP: N/A
Meeting Date 5/18/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: RECEIVE THE REPORTING ON THE BUSINESS YEAR ISSUER NO N/A N/A
2003
PROPOSAL #2.: APPROVE THE ANNUAL REPORT, THE ACCOUNTS OF ISSUER NO N/A N/A
THE GROUP AND THE ANNUAL ACCOUNTS 2003
PROPOSAL #3.: GRANT DISCHARGE THE BOARD OF DIRECTORS AND ISSUER NO N/A N/A
THE MANAGEMENT
PROPOSAL #4.: APPROVE THE APPROPRIATION OF THE BALANCE ISSUER NO N/A N/A
PROFIT
PROPOSAL #5.: APPROVE THE ELECTIONS INTO THE BOARD OF ISSUER NO N/A N/A
DIRECTORS
PROPOSAL #6.: ELECT THE AUDITORS AND THE GROUP AUDITOR ISSUER NO N/A N/A
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Issuer: ABN AMRO HOLDING NV
Ticker: N/A CUSIP: N/A
Meeting Date 4/29/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: RECEIVE THE REPORT OF BOARD OF MANAGEMENT ISSUER NO N/A N/A
FOR THE YEAR 2003
PROPOSAL #2.: APPROVE THE CORPORATE GOVERNANCE ISSUER NO N/A N/A
PROPOSAL #3.a: APPROVE THE ESTABLISHMENT OF THE ANNUAL ISSUER NO N/A N/A
ACCOUNTS 2003
PROPOSAL #3.b: APPROVE THE ESTABLISHMENT OF THE PROPOSED ISSUER NO N/A N/A
DIVIDEND
PROPOSAL #3.c: GRANT DISCHARGE TO THE BOARD OF MANAGEMENT ISSUER NO N/A N/A
PROPOSAL #3.d: GRANT DISCHARGE TO THE SUPERVISORY BOARD ISSUER NO N/A N/A
PROPOSAL #4.: APPROVE THE REMUNERATION BOARD OF ISSUER NO N/A N/A
MANAGEMENT AND TOP EXECUTIVES
PROPOSAL #5.: APPOINT AN AUDITOR ISSUER NO N/A N/A
PROPOSAL #6.a: RE-APPOINT MRS. T.A. MASS-DE BROUWER AS A ISSUER NO N/A N/A
MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #6.b: APPOINT MR. A.A. OLIJSLAGER AS A MEMBER OF ISSUER NO N/A N/A
THE SUPERVISORY BOARD
PROPOSAL #7.a: APPROVE THE CANCELLATION OF PREFERENCE ISSUER NO N/A N/A
SHARES
PROPOSAL #7.b: APPROVE TO ALTER THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION
PROPOSAL #8.: AUTHORIZE THE MANAGING BOARD, SUBJECT TO ISSUER NO N/A N/A
THE APPROVAL OF THE SUPERVISORY BOARD , TO REPURCHASE
SHARES IN THE COMPANY'S CAPITAL
PROPOSAL #9.a: AUTHORIZE THE MANAGING BOARD FOR A PERIOD ISSUER NO N/A N/A
OF 18 MONTHS, TO ISSUE THE ORDINARY SHARES UP TO A
MAXIMUM OF 20% OF THE TOTAL AMOUNT OF THE ISSUED CAPITAL
PROPOSAL #9.b: AUTHORIZE THE MANAGING BOARD TO RESTRICT ISSUER NO N/A N/A
OR EXCLUDE THE PRE-EMPTIVE RIGHTS GRANTED TO SHAREHOLDERS
UP TO A MAXIMUM OF 20% OF THE TOTAL AMOUNT OF THE ISSUED
CAPITAL
PROPOSAL #10.: ANY OTHER BUSINESS ISSUER NO N/A N/A
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Issuer: ABSA GROUP LTD
Ticker: N/A CUSIP: N/A
Meeting Date 6/25/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #4.: GRANT AUTHORITY TO THE DIRECTORS OF ABSA TO ISSUER YES FOR N/A
ISSUE 73152300 REDEEMABLE PREFERENCE SHARES TO BATHO
BONKE, SUBJECT TO THE FULFILLMENT OF CERTAIN CONDITIONS
PRECEDENT SPECIFIED IN THE RESOLUTION
PROPOSAL #5.: GRANT AUTHORITY TO ABSA TO ADOPT ESOP TRUST ISSUER YES FOR N/A
SUBJECT TO THE FULFILLMENT OF CERTAIN CONDITIONS
PRECEDENT SPECIFIED IN THE RESOLUTION
PROPOSAL #6.: GRANT AUTHORITY TO THE DIRECTORS OF ABSA TO ISSUER YES FOR N/A
ISSUE UP TO A MAXIMUM OF 73 152 300 REDEEMABLE
PREFERENCE SHARES TO THE ABSA ESOP TRUST, SUBJECT TO THE
FULFILLMENT OF CERTAIN CONDITION IN RESOLUTION
PROPOSAL #7.: APPOINT MR. NTHOBI ANGEL AS A DIRECTOR OF ISSUER YES FOR N/A
ABSA SUBJECT TO THE FULFILLMENT OF CERTAIN CONDITIONS
PRECEDENT SPECIFIED IN THE RESOLUTIONS
PROPOSAL #8.: APPOINT MR. LESLEY MAASDORP AS A DIRECTOR ISSUER YES FOR N/A
OF ABSA , SUBJECT TO THE FULFILLMENT OF CERTAIN
CONDITIONS PRECEDENT SPECIFIED IN THE RESOLUTION
PROPOSAL #S.1: APPROVE TO INCREASE IN AUTHORIZED SHARE ISSUER YES FOR N/A
CAPITAL BY THE CREATION OF 80 467 500REDEEMABLE
PREFERENCE SHARES SUBJECT TO THE FULMENT OF CERTAIN
CONDICTIONS PRECEDENT IN THE RESOLUTION
PROPOSAL #S.2: AMEND THE ABSAS EXISTING ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION BY ADDITION OF THE PROPOSED NEW ARTICLES
SETTING OUT THE TERMS AND CONDITIONS OF THE REDEEMABLE
PREFERENCE SHARES
PROPOSAL #S.3: GRANT AUTHORITY TO ABSA TO ISSUE ORDINARY ISSUER YES FOR N/A
SHARES PURSUANT TO EXERCISE OF THE OPTIONS ATTACHING TO
THE REDEEMABLE PREFERENCE SHARES
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Issuer: ADIDAS-SALOMON AG, HERZOGENAURACH
Ticker: N/A CUSIP: N/A
Meeting Date 5/13/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND THE ISSUER NO N/A N/A
ANNUAL REPORT FOR THE FY 2003 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND THE
GROUP ANNUAL REPORT
PROPOSAL #2.: APPROVE THE APPROPRIATION OF THE ISSUER NO N/A N/A
DISTRIBUTABLE PROFIT OF EUR 577,202,907.64 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 1 PER ENTITLED SHARE, EUR
500,000,000 SHALL BE ALLOCATED TO THE REVENUE RESERVES,
EUR 31,749,157.64 SHALL BE CARRIED FORWARD EX-DIVIDEND
AND PAYABLE DATE IS 14 APR 2004
PROPOSAL #3.: RATIFY THE ACTS OF THE BOARD OF MANAGING ISSUER NO N/A N/A
DIRECTORS
PROPOSAL #4.: RATIFY THE ACTS OF THE SUPERVISORY BOARD ISSUER NO N/A N/A
PROPOSAL #5.: ELECT THE SUPERVISORY BOARD ISSUER NO N/A N/A
PROPOSAL #6.: AUTHORIZE THE BOARD OF MANAGING DIRECTORS, ISSUER NO N/A N/A
WITH THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE
THE SHARE CAPITAL BY UP TO EUR 11,600,000 THROUGH THE
ISSUE OF NEW SHARES AGAINST CASH PAYMENT WITHIN THE NEXT
5 YEARS; THE NEW SHARES MAY BE OFFERED TO SHAREHOLDERS BY
WAY OF INDIRECT SUBSCRIPTION RIGHTS, WHICH MAY BE
EXCLUDED FOR RESIDUAL AMOUNTS AND FOR THE ISSUE OF SHARES
AT A PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE
PROPOSAL #7.: APPROVE THE REVOCATION OF THE CONTINGENT ISSUER NO N/A N/A
CAPITAL OF EUR 23,040,000 DUE TO THE PREVIOUS REVOCATION
OF THE RELATED AUTHORIZATION TO ISSUE WARRANT OR
CONVERTIBLE BONDS AND THE CORRESPONDING AMENDMENT TO THE
ARTICLES OF ASSOCIATION
PROPOSAL #8.: AUTHORIZE THE BOARD OF MANAGING DIRECTORS, ISSUER NO N/A N/A
WITH THE CONSENT OF THE SUPERVISORY BOARD, TO ISSUE
BEARER BONDS OF UP TO EUR 500,000,000, HAVING A TERM OF
UP TO 30 YEARS AND CONFERRING A CONVERSION OR OPTION
RIGHT FOR NEW SHARES OF THE COMPANY, ON OR BEFORE 12 MAY
2009; THE SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION
RIGHTS, EXCEPT FOR RESIDUAL AMOUNTS AND INSOFAR AS
SUBSCRIPTION RIGHTS ARE GRANTED TO HOLDERS OF PREVIOUSLY
ISSUED OPTION OR CONVERSION RIGHTS OR ARE ISSUED AT A
PRICE NOT MATERIALLY BELOW THEIR THEORETICAL MARKET
VALUE; THE SHARE CAPITAL SHALL BE INCREASED ACCORDINGLY
BY UP TO EUR 9,100,000 THROUGH THE ISSUE OF UP TO
3,554,687 NEW NO-PAR SHARES, INSOFAR AS CONVERSION OR
OPTION RIGHTS ARE EXERCISED; AND APPROVE THE
CORRESPONDING AMENDMENT TO THE ARTICLES OF ASSOCIATION
PROPOSAL #9.: APPROVE TO EXTEND THE TERM OF THE COMPANYS ISSUER NO N/A N/A
STOCK OPTIONS AND THE CORRESPONDING AMENDMENT TO THE
ARTICLES OF ASSOCIATION
PROPOSAL #10.: AUTHORIZE THE COMPANY TO ACQUIRE OWN ISSUER NO N/A N/A
SHARES OF UP TO 10% OF ITS SHARE CAPITAL, AT PRICES NOT
DEVIATING MORE THAN 15% FROM THE MARKET PRICE OF THE
SHARES ON OR BEFORE 12 NOV 2005; AUTHORIZE THE COMPANY TO
SELL THE SHARES AT A PRICE NOT MATERIALLY BELOW THEIR
MARKET PRICE, TO USE THE SHARES FOR ACQUISITION PURPOSES
OR FOR THE SATISFACTION OF OPTION OR CONVERTIBLE RIGHTS,
TO USE THE SHARES AS PARTIAL REMUNERATION FOR MEMBERS OF
THE BOARD OF MANAGING DIRECTORS AND TO RETIRE THE SHARES
PROPOSAL #11.: APPOINT KPMG, FRANKFURT, AS THE AUDITORS ISSUER NO N/A N/A
FOR THE FY 2004
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Issuer: ADVANCED INFO SERVICE PUBLIC CO LTD
Ticker: N/A CUSIP: N/A
Meeting Date 4/23/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: APPROVE THE MATTERS ISSUER YES FOR N/A
PROPOSAL #2.: APPROVE TO CERTIFY THE MINUTES OF THE AGM ISSUER YES FOR N/A
2003
PROPOSAL #3.: APPROVE THE CERTIFY THE RESULTS OF ISSUER YES FOR N/A
OPERATION FOR THE YEAR 2003
PROPOSAL #4.: APPROVE THE BALANCE SHEET, STATEMENT OF ISSUER YES FOR N/A
INCOME AND STATEMENT OF CASH FLOW FOR THE YEAR 2003 ENDED
31 DEC 2003
PROPOSAL #5.: APPOINT THE DIRECTORS AND DETERMINE THEIR ISSUER YES ABSTAIN N/A
REMUNERATION FOR 2004
PROPOSAL #6.: APPOINT THE COMPANY'S AUDITORS AND ISSUER YES FOR N/A
DETERMINE THEIR REMUNERATION FOR 2004
PROPOSAL #7.: APPROVE THE DIVIDEND PAYMENT TO THE ISSUER YES FOR N/A
SHAREHOLDERS FOR THE FY 2003
PROPOSAL #8.: APPROVE THE APPROVE THE ISSUANCE AND ISSUER YES FOR N/A
OFFERING OF WARRANTS OF 8,999,500 UNITS TO PURCHASE THE
COMPANY'S ORDINARY SHARES TO DIRECTORS, EMPLOYEES AND
ADVISORS OF THE COMPANY (ESOP GRANT III)
PROPOSAL #9.: APPROVE THE ALLOCATION OF 8,999,500 NEW ISSUER YES FOR N/A
ORDINARY SHARES AT PAR VALUE OF THB 1 EACH IN ORDER TO
RESERVE FOR THE EXERCISE OF WARRANTS UNDER THE ESOP GRANT
III
PROPOSAL #10.: APPROVE THE ALLOCATION OF WARRANTS TO ISSUER YES FOR N/A
DIRECTORS, EMPLOYEES AND ADVISORS WHO ARE ELIGIBLE FOR
THE WARRANTS EXCEEDING 5% OF THE ESOP GRANT III
PROPOSAL #11.: APPROVE THE ALLOCATION OF ADDITIONAL ISSUER YES FOR N/A
ORDINARY SHARES RESERVED FOR EXERCISING THE RIGHT IN
PURSUANCE WITH THE ESOP GRANT 1 AND 2 DUE TO THE ENTERING
INTO TERMS AND CONDITIONS OF THE PROSPECTUS
PROPOSAL #12.: OTHER BUSINESS ISSUER YES AGAINST N/A
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Issuer: AGFA-GEVAERT NV, MORTSEL
Ticker: N/A CUSIP: N/A
Meeting Date 5/25/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
EGM PROPOSAL #1.: RECEIVE THE SPECIAL REPORT OF THE BOARD ISSUER NO N/A N/A
OF DIRECTORS AS SET FORTH IN ARTICLE 604, 2 OF THE
COMPANY CODE REGARDING THE AUTHORIZATION TO THE BOARD OF
DIRECTORS TO RAISE THE SHARE CAPITAL
EGM PROPOSAL #2.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL BY NOTARIAL DEED IN ONE OR
MORE TIMES BY AN AMOUNT EQUIVALENT TO EUR 35,000,000;
AUTHORIZATION EXPIRES AFTER 5 YEARS FOLLOWING PUBLICATION
IN THE APPENDICES TO THE BELGIAN STATE GAZETTE
(STAATSBLAD) OF THE AMENDMENT TO THE ARTICLES OF
ASSOCIATION DECIDED BY THE OGM OF 25 MAY 2004 ; APPROVE
TO RENEW THE POWER ACCORDING TO THE PREVAILING LEGAL
PROVISIONS
EGM PROPOSAL #3.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE CAPITAL OF THE COMPANY BY APPLICATION OF THE
AUTHORIZED CAPITAL WITHIN A PERIOD OF THREE YEARS FROM
THE GENERAL MEETING OF 25 MAY 2004 IN THE EVENT OF
RECEIPT BY THE COMPANY OF A NOTIFICATION BY THE BANKING
AND FINANCE COMMISSION OF A PUBLIC TAKE-OVER BID ON THE
ASSETS OF THE COMPANY PROVIDED: A) THE SHARES ISSUED ON
THE BASIS OF THE CAPITAL INCREASE HAVE BEEN FULLY PAID UP
FROM THEIR ISSUE; B) THE ISSUE PRICE OF SUCH SHARES IS
NOT LESS THAN THE PRICE OF THE BID; C) THE NUMBER OF
SHARES ISSUED ON THE BASIS OF THE CAPITAL INCREASE DOES
NOT EXCEED 10% OF THE SHARES ISSUED BEFORE THE CAPITAL
INCREASE THAT REPRESENT THE CAPITAL
EGM PROPOSAL #4.: APPROVE TO CANCEL 11,200,000 SHARES OF ISSUER NO N/A N/A
THE TREASURY STOCK CURRENTLY HELD BY THE COMPANY IN
ACCORDANCE WITH ARTICLE 14 OF THE ARTICLES OF
ASSOCIATION; AUTHORIZE THE BOARD OF DIRECTORS TO FURTHER
EXECUTE THIS DECISION BY SATISFYING ITSELF THAT THE
SHARES HAVE EFFECTIVELY BEEN CANCELLED AND AMEND THE
ARTICLE 6 OF THE ARTICLES OF ASSOCIATION
EGM PROPOSAL #5.: AUTHORIZE THE BOARD OF DIRECTORS IN ISSUER NO N/A N/A
ACCORDANCE WITH THE CONDITIONS SET BY THE LAW AND TAKING
INTO ACCOUNT THE SHARES WHICH THE COMPANY MIGHT HAVE
ACQUIRED EARLIER AND WHICH IT HOLDS IN PORTFOLIO OR THOSE
ACQUIRED BY A DAUGHTER COMPANY IN THE MEANING OF ARTICLE
627 OF THE COMPANIES CODE AS WELL AS THOSE ACQUIRED BY A
PERSON WHO ACTS IN HIS OWN NAME BUT FOR THE ACCOUNT OF
THE COMPANY OR FOR THE ACCOUNT OF ANY SUCH DAUGHTER
COMPANY WITH LIQUID ASSETS FOR A PERIOD OF 18 MONTHS FROM
25 MAY 2004 TO PURCHASE ON THE STOCK EXCHANGE A MAXIMUM
OF 10% OF THE SHARES OF THE COMPANY AT A PRICE PER SHARE
THAT IS EQUAL TO THE AVERAGE PRICE OF THE SHARE OVER THE
30 CALENDAR DAYS PRECEDING THE DATE OF THE PURCHASE LESS
20% MINIMUM PAYMENT OR 10% MAXIMUM PAYMENT; AUTHORIZE THE
BOARD OF DIRECTORS IN ACCORDANCE WITH THE CONDITIONS SET
BY THE LAW FOR A PERIOD OF 10 YEARS FROM 25 MAY 2004 TO
SELL A MAXIMUM OF 10% OF THE SHARES OF THE COMPANY;
AUTHORIZE THE BOARD OF DIRECTORS TO ACQUIRE OR TRANSFER
THROUGH THE STOCK EXCHANGE SHARES OF THE COMPANY THROUGH
PURCHASE, SALE OR EXCHANGE WITHIN THE INTERVENTION LIMITS
REGARDING PRICE AND QUANTITY WITH REGARD TO PURCHASE AND
SALE OF OWN SHARES; AUTHORIZATION IS GRANTED FOR A
PERIOD OF THREE YEARS OR BY THE OGM OF 25 MAY 2004
EGM PROPOSAL #6.: GRANT POWER TO TWO MEMBERS OF THE BOARD ISSUER NO N/A N/A
OF DIRECTORS WITH THE RIGHT OF SUBSTITUTION FOR THE
CO-ORDINATION OF THE ARTICLES OF ASSOCIATION AS WELL AS
THE FORMALITIES REQUIRED FOR THE CROSSROADS BANK FOR
ENTERPRISES (KRUISPUNT BANK) AND VAT ADMINISTRATION
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Issuer: AKZO NOBEL NV (FORMERLY AKZO NV ARNHEM)
Ticker: N/A CUSIP: N/A
Meeting Date 4/22/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: OPENING ISSUER NO N/A N/A
PROPOSAL #2.: RECEIVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
MANAGEMENT FOR 2003
PROPOSAL #3.A: ADOPT THE 2003 FINANCIAL STATEMENTS OF ISSUER NO N/A N/A
AKZO NOBEL N.V
PROPOSAL #3.B: ADOPT THE DIVIDEND PROPOSAL ISSUER NO N/A N/A
PROPOSAL #4.A: DISCHARGE FROM LIABILITY THE MEMBERS OF ISSUER NO N/A N/A
THE BOARD OF MANAGEMENT FOR THE PERFORMANCE OF THEIR
DUTIES DURING THE YEAR 2003
PROPOSAL #4.B: DISCHARGE FROM LIABILITY OF THE MEMBERS OF ISSUER NO N/A N/A
THE SUPERVISORY BOARD FOR THE PERFORMANCE OF THEIR
DUTIES DURING THE YEAR 2003
PROPOSAL #5.: APPROVE THE CORPORATE GOVERNANCE ISSUER NO N/A N/A
PROPOSAL #6.A: ADOPT THE STOCK OPTION PLAN FOR THE BOARD ISSUER NO N/A N/A
OF MANAGEMENT
PROPOSAL #6.B: ADOPT THE PERFORMANCE SHARE PLAN OF THE ISSUER NO N/A N/A
BOARD OF MANAGEMENT
PROPOSAL #6.C: APPROVE THE CONTINUATION OF THE EXECUTIVE ISSUER NO N/A N/A
STOCK OPTION PLAN
PROPOSAL #6.D: APPROVE THE MAXIMUM NUMBER OF OPTIONS AND ISSUER NO N/A N/A
SHARES TO BE GRANTED
PROPOSAL #7.1: APPOINT MR. R. FROHN TO THE BOARD OF ISSUER NO N/A N/A
MANAGEMENT
PROPOSAL #7.2: APPOINT MR. L. DARNER TO THE BOARD OF ISSUER NO N/A N/A
MANAGEMENT
PROPOSAL #8.A: DETERMINE THE NUMBER OF SUPERVISORY BOARD ISSUER NO N/A N/A
MEMBERS AT TEN
PROPOSAL #8.B.1: APPOINT MR. R. G. C VEN DER BRINK TO THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #8.B.2: APPOINT MR. A. A. LOUDON TO THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #8.B.3: APPOINT MR. V. BOTTOMLEY TO THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #9.: APPROVE TO DESIGNATE ENGLISH AS THE ISSUER NO N/A N/A
OFFICIAL LANGUAGE OF THE FINANCIAL STATEMENTS
PROPOSAL #10.A: AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUER NO N/A N/A
ISSUE SHARES
PROPOSAL #10.B: AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUER NO N/A N/A
RESTRICT OR EXCLUDE THE PRE-EMPTIVE RIGHTS OF
SHAREHOLDERS IN RESPECT OF THE ISSUE OF SHARES BY THE
BOARD OF MANAGEMENT IN CONFORMITY WITH 10.A
PROPOSAL #11.: AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUER NO N/A N/A
ACQUIRE SHARES IN THE COMPANY ON BEHALF OF THE COMPANY
PROPOSAL #12.: ANY OTHER BUSINESS ISSUER NO N/A N/A
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Issuer: ALTADIS SA
Ticker: N/A CUSIP: N/A
Meeting Date 6/15/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: EXAMINATION AND APPROVAL, IF APPLICABLE, OF ISSUER YES FOR N/A
THE ANNUAL ACCOUNTS (BALANCE SHEET, PROFIT AND LOSS
ACCOUNT AND REPORT) AND THE MANAGEMENT REPORT, AS WELL AS
THE MANAGEMENT OF THE BOARD OF DIRECTORS, FOR THE YEAR
2003, OF ALTADIS, S.A. AND ITS CONSOLIDATED GROUP AND THE
PROPOSED APPLICATION OF RESULTS AND DISTRIBUTION OF
DIVIDENDS. IT IS PROPOSED TO APPROVE THE ANNUAL ACCOUNTS
(BALANCE SHEET, PROFIT AND LOSS ACCOUNT AND REPORT), AND
THE MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2003
OF THE COMPANY AND ITS CONSOLIDATED GROUP, AND TO
APPROVE THE CORPORATE MANAGEMENT AND DECIDE ON THE
APPLICATION OF THE RESULTS WHICH CONSISTS OF PAYING, FROM
THE PROFITS OF THE YEAR (EURO 291,353 THOUSAND), A
DIVIDEND OF EURO 0.80 PER SHARE. THE REMAINDER SHALL BE
DESTINED TO INCREASE THE BALANCE OF THE VOLUNTARY
RESERVES OF ALTADIS, S.A. CONSEQUENTLY, THE RESOLUTION OF
THE BOARD TO PAY A DIVIDEND OF EURO 0.35 PER SHARE IS
RATIFIED AND IT IS PROPOSED TO PAY A SUPPLEMENTARY
DIVIDEND IN THE AMOUNT OF EURO 0.45 PER SHARE, ON 22 JUNE
2004, WHICH WOULD BRING THE TOTAL DIVIDEND OF THE YEAR
TO EURO 0.80 PER SHARE
PROPOSAL #2.: RATIFICATION OF BOARD MEMBERS. IN ISSUER YES ABSTAIN N/A
ACCORDANCE WITH ARTICLE 34 OF THE BY-LAWS, IT IS PROPOSED
TO RATIFY THE APPOINTMENT AS MEMBERS OF THE BOARD OF
DIRECTORS OF THOSE DIRECTORS APPOINTED BY CO-OPTATION TO
OCCUPY SUCH POSTS DURING THE TIME-PERIOD FROM THE
ORDINARY GENERAL SHAREHOLDERS MEETING OF 10 JUNE 2003 UP
TO THE DATE OF THE PRESENT GENERAL SHAREHOLDERS MEETING
PROPOSAL #3.: APPOINTMENT OR RE-ELECTION OF AUDITORS OF ISSUER YES ABSTAIN N/A
ALTADIS, S.A. AND ITS CONSOLIDATED GROUP FOR 2004. IT IS
PROPOSED TO RE-ELECT AS AUDITORS OF THE COMPANY AND ITS
CONSOLIDATED GROUP, THE COMPANY DELOITTE & TOUCHE
ESPANA, S.L. , WHICH WILL CARRY OUT THE AUDIT FOR 2004,
EMPOWERING THE BOARD OF DIRECTORS, WHICH MAY DELEGATE TO
THIS END THE AUDIT AND CONTROL COMMITTEE, TO ENTER INTO
THE CORRESPONDING SERVICE AGREEMENT, BASED ON THE
REMUNERATION FOR THE PREVIOUS YEAR, WITH THE CLAUSES AND
CONDITIONS IT MAY DEEM CONVENIENT, HAVING ALSO THE POWERS
TO CARRY OUT ANY MODIFICATIONS AS MAY BE PERTINENT IN
ACCORDANCE WITH THE LEGISLATION IN FORCE AT ALL TIMES
PROPOSAL #4.: APPROVE CAPITAL REDUCTION; AMEND ARTICLES ISSUER YES FOR N/A
TO REFLECT CAPITAL DECREASE
PROPOSAL #5.: AUTHORIZE SHARE REPURCHASE ISSUER YES FOR N/A
PROPOSAL #6.: ISSUE DEBT INSTRUMENTS ISSUER YES AGAINST N/A
PROPOSAL #7.: AMEND MEETING PROCEDURES ISSUER YES FOR N/A
PROPOSAL #8.: EXAMINATION AND APPROVAL, AS THE CASE MAY ISSUER YES FOR N/A
BE, OF THE REGULATIONS OF THE GENERAL SHAREHOLDERS
MEETING OF ALTADIS, S.A. IT IS PROPOSED TO APPROVE THE
DRAFT REGULATIONS OF THE GENERAL SHAREHOLDERS MEETING OF
ALTADIS, S.A., AS PRESENTED TO THE MEETING BY THE BOARD
OF DIRECTORS OF THE COMPANY, THE COMPLETE TEXT OF WHICH
IS ATTACHED HERETO
PROPOSAL #9.: DELEGATION OF POWERS TO FORMALISE, ISSUER YES FOR N/A
INTERPRET, RECTIFY, REGISTER AND EXECUTE THE RESOLUTIONS
ADOPTED BY THE GENERAL SHAREHOLDERS MEETING. IT IS
PROPOSED TO DELEGATE TO THE BOARD OF DIRECTORS, IN THE
WIDEST SCOPE POSSIBLE, INCLUDING THE POWER TO DELEGATE
TOTALLY OR PARTIALLY THE POWERS RECEIVED IN THE EXECUTIVE
COMMITTEE, AS MANY POWERS AS MAY BE NECESSARY IN ORDER
TO SUPPLEMENT, DEVELOP, EXECUTE AND RECTIFY ANY OF THE
RESOLUTIONS ADOPTED BY THE GENERAL SHAREHOLDERS MEETING.
THE POWER TO RECTIFY SHALL ENCOMPASS THE POWER TO MAKE AS
MANY MODIFICATIONS, AMENDMENTS AND ADDITIONS AS MAY BE
NECESSARY OR CONVENIENT AS A CONSEQUENCE OF RESERVATIONS
OR OBSERVATIONS RAISED BY THE REGULATING BODIES OF THE
STOCK MARKET, THE STOCK EXCHANGES, THE MERCANTILE
REGISTRY AND ANY OTHER PUBLIC AUTHORITY WITH COMPETENCE
IN RELATION TO THE RESOLUTIONS ADOPTED. IN THE SAME WAY,
IT IS PROPOSED TO DELEGATE, INDISCRIMINATELY, TO THE
CHAIRMAN OF THE BOARD OF DIRECTORS AND THE SECRETARY OF
THE BOARD THE POWERS NECESSARY TO FORMALISE THE
RESOLUTIONS ADOPTED BY THE GENERAL SHAREHOLDERS MEETING,
AND TO REGISTER THOSE WHICH MAY BE SUBJECT TO THIS
REQUIREMENT, TOTALLY OR PARTIALLY, BEING ABLE TO THIS
EFFECT TO GRANT ANY TYPE OF DOCUMENT, EITHER PUBLIC OR
PRIVATE, INCLUDING FOR THE SUPPLEMENTATION OR
RECTIFICATION OF THESE RESOLUTIONS
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Issuer: AMVESCAP PLC
Ticker: N/A CUSIP: N/A
Meeting Date 4/29/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: RECEIVE THE ACCOUNTS AND THE REPORTS OF THE ISSUER YES FOR N/A
DIRECTORS AND OF THE AUDITORS
PROPOSAL #2.: RECEIVE AND ADOPT THE AUDITORS REMUNERATION ISSUER YES FOR N/A
REPORT
PROPOSAL #3.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #4.: RE-ELECT MR. JOSEPH R. CANION AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #5.: RE-ELECT MR. ROBERT F. GRAHAM AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #6.: RE-ELECT MR. THOMAS FISCHER AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #7.: RE-ELECT MR. BEVIS LONGSTRETH AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #8.: ELECT MR. JAMES ROBERSTON AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #9.: RE-ELECT MR. STEPHEN WEST AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #10.: RE-APPOINT ERNST & YOUNG LLP AS AUDITORS ISSUER YES FOR N/A
AND AUTHORIZE THE AUDIT COMMITTEE TO FIX THEIR
REMUNERATION
PROPOSAL #11.: AUTHORIZE THE DIRECTORS TO ALLOT SHARES ISSUER YES FOR N/A
PURSUANT TO SECTION 80(1) OF THE COMPANIES ACT 1985
PROPOSAL #12.: APPROVE TO DISAPPLY STATUTORY PRE-EMPTION ISSUER YES FOR N/A
RIGHTS PURSUANT TO SECTION 95 OF THE COMPANIES ACT 1985
PROPOSAL #13.: APPROVE THE RENEWAL OF COMPANYS AUTHORITY ISSUER YES FOR N/A
TO MAKE MARKET PURCHASES OF ITS OWN ORDINARY SHARES
PROPOSAL #14.: AMEND THE ARTICLES OF ASSOCIATION ISSUER YES FOR N/A
PROPOSAL #15.: APPROVE THE RENEWAL OF THE AUTHORITY OF ISSUER YES FOR N/A
THE DIRECTORS TO GRANT OPTIONS TO FRENCH RESIDENT
EMPLOYEES UNDER THE INTERNATIONAL SHARESSAVE PLAN
- ----------------------------------------------------------------------------------------------------
Issuer: ARCELOR S A
Ticker: N/A CUSIP: N/A
Meeting Date 4/30/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: APPROVE THE REPORT OF THE BOARD OF THE ISSUER NO N/A N/A
DIRECTORS AND OPINIONS OF THE INDEPENDENT AUDITOR ON THE
ANNUAL ACCOUNTS AND THE CONSOLIDATED ACCOUNTS FOR THE FY
2003
PROPOSAL #2.: APPROVE ALL ELEMENTS OF THE ANNUAL ACCOUNTS ISSUER NO N/A N/A
FOR THE FY 2003 WHICH SHOW A TOTAL PROFIT FOR ARCELOR
S.A. OF EUR 505,931,497.56
PROPOSAL #3.: APPROVE ALL THE ELEMENTS OF THE ISSUER NO N/A N/A
CONSOLIDATED ACCOUNTS FOR THE FY 2003
PROPOSAL #4.: APPROVE THE ALLOCATION OF RESULTS AND ISSUER NO N/A N/A
DETERMINE THE DIRECTORS EMOLUMENTS AND OF THE DIVIDEND
AS SPECIFIED
PROPOSAL #5.: GRANT DISCHARGE TO THE DIRECTORS FOR THE FY ISSUER NO N/A N/A
2003
PROPOSAL #6.: ACKNOWLEDGE THE RESIGNATION OF MR. JEAN ISSUER NO N/A N/A
LAPEYRE WHICH TOOK PLACE ON 28 AUG 2003 AND THE
RESIGNATION OF MR. DANIEL BOUTON EFFECTIVE ON 30 APR
2004; AND APPOINT MR. MICHEL MARTI AND MR. NOEL FORGEARD
AS A NEW MANAGERS, FOR A FULL MANDATE, SO THAT THEIR
MANDATES WILL EXPIRE AT THE AGM TO BE HELD IN 2009
PROPOSAL #7.: AUTHORIZE THE BOARD OF DIRECTORS OF THE ISSUER NO N/A N/A
COMPANY, WITH FULL POWER OF SUBSTITUTION, AS WELL AS THE
CORPORATE BODIES OF THE OTHER COMPANIES IN THE GROUP
REFERRED TO IN ARTICLE 49BIS OF THE LUXEMBOURG LAW ON
COMMERCIAL COMPANIES (LAW) TO ACQUIRE SHARES OF THE
COMPANY IN ACCORDANCE WITH THE CONDITIONS PROVIDED BY THE
LAW
PROPOSAL #8.: APPOINT KPMG AUDIT, SOCIETE CIVILE, AS THE ISSUER NO N/A N/A
INDEPENDENT AUDITOR TO REVIEW THE ACCOUNTS OF ARCELOR,
SOCIETE ANONYME, AND THE CONSOLIDATED ACCOUNTS OF THE
ARCELOR GROUP FOR THE FY 2005
- ----------------------------------------------------------------------------------------------------
Issuer: ASAHI GLASS CO LTD
Ticker: N/A CUSIP: N/A
Meeting Date 3/30/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, INCLUDING THE ISSUER YES FOR N/A
FOLLOWING DIVIDENDS: INTERIM JY 0, FINAL JY 6.75, SPECIAL
JY 0
PROPOSAL #2: AMEND ARTICLES TO: REDUCE MAXIMUM BOARD SIZE ISSUER YES AGAINST N/A
FROM 30 TO 15 - AUTHORIZE SHARE REPURCHASES AT BOARD'S
DISCRETION
PROPOSAL #3.1: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.2: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.3: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.4: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.5: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.6: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4: APPROVE EXECUTIVE STOCK OPTION PLAN ISSUER YES AGAINST N/A
PROPOSAL #5: APPROVE RETIREMENT BONUSES FOR DIRECTORS ISSUER YES AGAINST N/A
PROPOSAL #6: APPROVE ADJUSTMENT TO AGGREGATE COMPENSATION ISSUER YES FOR N/A
CEILING FOR DIRECTORS
- ----------------------------------------------------------------------------------------------------
Issuer: ASSURANCES GENERALES DE FRANCE AGF, PARIS
Ticker: N/A CUSIP: N/A
Meeting Date 5/25/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #E.17: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES AGAINST N/A
GRANT, IN ONE OR SEVERAL STAGES, TO BENEFICIARIES TO BE
CHOSEN BY IT MANAGERS AND EMPLOYEES OF THE COMPANY ,
STOCK OPTIONS GRANTING THE RIGHT TO SUBSCRIBE TO THE
COMPANY'S NEW SHARES TO BE ISSUED, OR TO PURCHASE THE
COMPANY 'S EXISTING SHARES; THE CAPITAL INCREASE WILL NOT
GIVE RIGHT TO SUBSCRIBE OR PURCHASE A TOTAL NUMBER OF
SHARES HIGHER THAN 4,000,000 SHARES; AUTHORITY IS VALID
FOR 38 MONTHS , IT CANCELS AND REPLACES THE ONE GIVEN TO
THE BOARD OF DIRECTORS BY THE GENERAL MEETING OF 05 JUN
2001 AS PER ITS O.15; AND AUTHORIZE THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
PROPOSAL #O.1: RECEIVE THE BOARD OF DIRECTORS, THE ISSUER YES FOR N/A
AUDITORS AND THE CHAIRMAN'S REPORTS; APPROVE THE ACCOUNTS
AND THE BALANCE SHEET FOR THE FY CLOSED ON 31 DEC 2003,
THE COMPANY ACCOUNTS DO SHOW A PROFIT FOR THE FY
AMOUNTING TO EUR 423,188,052.65
PROPOSAL #O.2: RECEIVE THE BOARD OF DIRECTORS, THE ISSUER YES FOR N/A
AUDITORS AND THE CHAIRMAN'S REPORTS UPON THE CONSOLIDATED
ACCOUNTS; APPROVE THE SAID ACCOUNTS
PROPOSAL #O.3: APPROVE TO ASSIGN THE RESULT OF THE FY ISSUER YES FOR N/A
CLOSED ON 31 DEC 2003: THE RESULT OF THE SAID FY DO SHOW
PROFITS OF EUR 423,188,052.65 WHICH INCREASED BY THE
PRIOR RETAINED EARNINGS OF EUR 198,035,350.26, FORMSA
DISTRIBUTABLE PROFIT OF EUR 621,223,402.91, THIS SUM WILL
BE ALLOCATED AS FOLLOWS: TO THE SPECIAL RESERVE ON
LONG-TERM CAPITAL GAINS: EUR 53,029,370.00 TO THE
DIVIDENDS: EUR 419,997,447.20, THE BALANCE OF EUR
148,196,585.71 BEING ALLOCATED TO THE BALANCE CARRIED
FORWARD; GLOBAL DIVIDEND OWED TO THE 175,824,784 SHARES
TO BE PAID UP IN CASH: EUR 419,997,447.20, ITS PAYMENT
WILL TAKE PLACE STARTING 26 MAY 2004, WITHHOLDING TAX TO
BE PAID UPON THIS DIVIDEND: EUR 103,512,836.00, THEREFORE
THE AMOUNT PAID TO THE SHAREHOLDERSWILL BE OF EUR
316,484,611.20 CORRESPONDING TO EUR 1.80 BY SHARE TAX
CREDIT: 50% OR 10%
PROPOSAL #O.4: APPROVE THE AUDITORS SPECIAL REPORT, IN ISSUER YES FOR N/A
ACCORDANCE WITH THE PROVISIONS OF ARTICLE L.225-38 AND
FOLLOWING FRENCH COMMERCIAL LAW
PROPOSAL #O.5: GRANT PERMANENT DISCHARGE TO THE DIRECTORS ISSUER YES FOR N/A
FOR THE COMPLETION OF THEIR ASSIGNMENT FOR THE CURRENT
YEAR
PROPOSAL #O.6: APPROVE TO RENEW THE TERM OF OFFICE OF MR. ISSUER YES ABSTAIN N/A
M. JEAN-PHILIPPE THIERRY AS A DIRECTOR FOR 4 YEARS
PROPOSAL #O.7: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER YES ABSTAIN N/A
MRS. BEATRICE MAJNONI D INTIGNANO AS A DIRECTOR FOR 4
YEARS
PROPOSAL #O.8: APPROVE TO RENEW THE TERM OF OFFICE OF MR. ISSUER YES ABSTAIN N/A
M. YVES CANNAC AS A DIRECTOR FOR 4 YEARS
PROPOSAL #O.10: ACKNOWLEDGE SOMEBODY HAD BEEN CHOSEN BY ISSUER YES ABSTAIN N/A
THE EMPLOYEES OWING SHARES TO ACT AS A DIRECTOR AND
APPOINT THE SAID PERSON AS DIRECTOR FOR 4 YEARS
PROPOSAL #O.11: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER YES FOR N/A
THE CABINET ERNST AND YOUNG AUDIT AS A DEPUTY AUDITOR FOR
6 YEARS
PROPOSAL #O.12: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER YES FOR N/A
THE CABINET KPMG S.A AS A STATUTORY AUDITOR FOR 6 YEARS
PROPOSAL #O.13: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER YES FOR N/A
MR. M. CHRISTIAN DE CHASTELLUX AS A DEPUTY AUDITOR FOR 6
YEARS
PROPOSAL #O.14: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER YES FOR N/A
MR. M. GERARD RIVIERE AS A DEPUTY AUDITOR FOR 6 YEARS
PROPOSAL #O.15: AUTHORIZE THE BOARD OF DIRECTORS TO TRADE ISSUER YES FOR N/A
THE COMPANY'S SHARES ON THE STOCK EXCHANGE, NOTABLY IN
VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 80.00, MINIMUM
SELLING PRICE: EUR 30.00, MAXIMUM NUMBER OF SHARES TO BE
TRADED: 10% OF THE SHARE CAPITAL; AUTHORITY IS VALID FOR
18 MONTHS , IT CANCELS AND REPLACES THE ONE PREVIOUSLY
GIVEN BY THE MIX OF 26 MAY 2003 IN ITS O.7; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #O.16: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES AGAINST N/A
PROCEED, IN FRANCE OR ABROAD, WITH THE ISSUE OF SHARES
FOR A MAXIMUM NOMINAL AMOUNT OF 5% OF THE SHARE CAPITAL;
AUTHORITY IS VALID FOR 5 YEARS , IT CANCELS AND REPLACES
THE ONE GIVEN TO THE BOARD OF DIRECTORS BY THE GENERAL
MEETING OF 04 JUN 1999 IN ITS O.13; AND AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL FORMALITIES NECESSARY TO CARRYOUT THE
CAPITAL INCREASE WHICH HAS BEEN ADOPTED
PROPOSAL #O.18: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR N/A
DECREASE THE SHARE CAPITAL BY CANCELLING THE SHARES HELD
BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, WITHIN A LIMIT OF 10% OF THE SHARE CAPITAL OVER A
24 MONTH PERIOD; AUTHORITY IS VALID FOR 5 YEARS , IT
CANCELS AND REPLACES THE ONE PREVIOUSLY GIVEN BY THE MIX
OF 26 MAY 2003 IN ITS O.14; AND AUTHORIZE THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
PROPOSAL #O.19: GRANTS ALL POWERS TO THE BEARER OF A COPY ISSUER YES FOR N/A
OR AN EXTRACT OF THE MINUTES OF THE PRESENT IN ORDER TO
ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS WHICH ARE
PRESCRIBED BY LAW
PROPOSAL #O.9: APPOINT MR. M. HERVE DE VEYRAC AS A ISSUER YES ABSTAIN N/A
DIRECTOR FOR 4 YEARS
- ----------------------------------------------------------------------------------------------------
Issuer: ATLAS COPCO AB
Ticker: N/A CUSIP: N/A
Meeting Date 4/27/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #I.: PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER NO N/A N/A
SHAREHOLDERS PROPOSAL: AMEND ARTICLE 4 OF ARTICLES OF
ASSOCIATION: THE SHARE CAPITAL SHALL AMOUNT TO NOT LESS
THAN SEK 300,000,000 AND NOT MORE THAN SEK 1,200,000,000;
THE CHANGE IS PROPOSED TO BE IMPLEMENTED WITHOUT
GRANTING ANY COMPENSATION TO THE HOLDERS OF SERIES A
SHARES
PROPOSAL #A.: APPROVE THE PROFIT AND LOSS ACCOUNT AND THE ISSUER NO N/A N/A
BALANCE SHEET AS WELL AS THE CONSOLIDATED PROFIT AND
LOSS ACCOUNT AND THE CONSOLIDATED BALANCE SHEET
PROPOSAL #B.: GRANT DISCHARGE FROM LIABILITY OF THE BOARD ISSUER NO N/A N/A
MEMBERS AND THE PRESIDENT
PROPOSAL #C.: APPROVE THE ALLOCATION OF THE COMPANY'S ISSUER NO N/A N/A
PROFIT ACCORDING TO THE APPROVED BALANCE SHEET
PROPOSAL #D.: APPROVE RECORD DAY FOR RECEIVING DIVIDEND ISSUER NO N/A N/A
PROPOSAL #E.: ELECT NINE (9) ORDINARY BOARD MEMBERS AND ISSUER NO N/A N/A
NO DEPUTIES ARE ELECTED
PROPOSAL #F.1: RE-ELECT MR. SUNE CARLSSON AS THE ORDINARY ISSUER NO N/A N/A
BOARD MEMBER
PROPOSAL #F.2: RE-ELECT MR. JACOB WALLENBERG AS THE ISSUER NO N/A N/A
ORDINARY BOARD MEMBER
PROPOSAL #F.3: RE-ELECT MR. GUNNAR BROCK AS THE ORDINARY ISSUER NO N/A N/A
BOARD MEMBER
PROPOSAL #F.4: RE-ELECT MR. STAFFAN BOMAN AS THE ORDINARY ISSUER NO N/A N/A
BOARD MEMBER
PROPOSAL #F.5: RE-ELECT MR. KURT HELLSTROM AS THE ISSUER NO N/A N/A
ORDINARY BOARD MEMBER
PROPOSAL #F.6: RE-ELECT MR. THOMAS LEYSEN AS THE ORDINARY ISSUER NO N/A N/A
BOARD MEMBER
PROPOSAL #F.7: RE-ELECT MR. ULLA LITZEN AS THE ORDINARY ISSUER NO N/A N/A
BOARD MEMBER
PROPOSAL #F.8: RE-ELECT MR. ANDERS ULLBERG AS THE ISSUER NO N/A N/A
ORDINARY BOARD MEMBER
PROPOSAL #F.9: ELECT MS. GRACE REKSTEN SKAUGEN AS THE NEW ISSUER NO N/A N/A
MEMBER OF THE BOARD
PROPOSAL #G.: APPROVE THE BOARD REMUNERATION OF SEK ISSUER NO N/A N/A
3,000,000 IS DECIDED UPON AS WELL AS A REMUNERATION FOR
BOARD COMMITTEE WORK OF SEK 500,000; BOTH SUMS TO BE
DISTRIBUTED IN ACCORDANCE WITH THE BOARD'S DISCRETION TO
THE BOARD MEMBERS ELECTED BY THE MEETING AND NOT EMPLOYED
BY THE COMPANY
PROPOSAL #H.: APPROVE THE DECISION BY THE MEETING ON THE ISSUER NO N/A N/A
APPLICATION FOR 2004 OF THE 2000-2005 STOCK OPTION
PLAN/SHARE APPRECIATION RIGHTS PLAN
PROPOSAL #J.: PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER NO N/A N/A
SHAREHOLDERS PROPOSAL: AMEND ARTICLES OF ASSOCIATION WITH
THE EFFECT THAT ONLY ONE SERIES OF SHARES CAN BE ISSUED
AND THAT CONVERSION OF SERIES B SHARES TO SERIES A SHARES
TAKES PLACE, AND, ALTERNATIVELY, PROPOSAL TO CHANGE THE
ARTICLES OF ASSOCIATION WITH THE EFFECT THAT SERIES B
SHARES CAN BE CONVERTED TO SERIES A SHARES; IN ADDITION,
HAGSTROMER & QVIBERG PROPOSES, AS AN ALTERNATIVE TO THE
PREVIOUS PROPOSAL, AND AUTHORIZE THE BOARD TO FORMULATE A
PROPOSAL WITH THE EFFECT THAT THE PROBLEM RELATING TO
THE DIFFERENCE IN PRICING BETWEEN THE TWO SERIES OF
SHARES IN THE COMPANY CAN BE RESOLVED
PROPOSAL #K.: PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER NO N/A N/A
SHAREHOLDERS PROPOSAL: APPOINT A NOMINATION COMMITTEE BY
THE MEETING THAT SHOULD CONSIST OF 3 TO 5, FROM THE
COMPANY INDEPENDENT, MEMBERS WHO SHOULD REPRESENT THE
OWNERS AT THE MEETING
PROPOSAL #L.: PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER NO N/A N/A
SHAREHOLDERS PROPOSAL: ELECT ONE REPRESENTATIVE EACH
DURING THE FOURTH QUARTER OF EACH YEAR, AND THAT THEY,
UNDER THE SUPERVISION OF THE CHAIRMAN, WILL FORMULATE A
PROPOSAL FOR THE BOARD THAT WILL BE SUBMITTED TO THE
MEETING FOR DECISION
- ----------------------------------------------------------------------------------------------------
Issuer: AVENTIS
Ticker: N/A CUSIP: N/A
Meeting Date 6/11/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #E.7: APPROVE TO COMPLY WITH THE NEW PROVISIONS ISSUER NO N/A N/A
OF ARTICLE L.233-7 OF THE FRENCH COMMERCIAL CODE TO AMEND
PARAGRAPHS 1.A, 1.B AND 3 OF ARTICLE 7 OF THE COMPANY'S
ARTICLES OF ASSOCIATION, PERTAINING TO THE NOTICE PERIOD
FOR DECLARING THE CROSSING OF THRESHOLDS IN THE COMPANY'S
SHARE CAPITAL AND THAT THIS PERIOD BE REDUCED TO 5
TRADING DAYS AS FROM THE DATE ON WHICH THE THRESHOLD HAS
BEEN CROSSED FROM 15 DAYS
PROPOSAL #E.8: AMEND PARAGRAPH 2 OF ARTICLE 11 OF THE ISSUER NO N/A N/A
COMPANY'S ARTICLES OF ASSOCIATION TO CHANGE THE TERM OF
APPOINTMENT OF MEMBERS OF THE MANAGEMENT BOARD TO 3 YEARS
FROM 5 YEARS
PROPOSAL #E.9: AMEND PARAGRAPH 2 OF ARTICLE 13 OF THE ISSUER NO N/A N/A
COMPANY'S ARTICLES OF ASSOCIATION TO CHANGE THE TERM OF
APPOINTMENT OF NEW SUPERVISORY BOARD MEMBERS TO 3 YEARS
FROM 5 YEARS
PROPOSAL #O.1: APPROVE THE COMPANY'S FINANCIAL STATEMENTS ISSUER NO N/A N/A
THE PARENT-COMPANY FINANCIAL STATEMENTS FOR THE YE 31
DEC 2003 SHOWING A NET PROFIT OF EUR 847,051,268.13
PROPOSAL #O.2: APPROVE THE CONSOLIDATED FINANCIAL ISSUER NO N/A N/A
STATEMENTS FOR THE YE 31 DEC 2003 SHOWING A CONSOLIDATED
NET PROFIT OF EUR 1,901,270,000
PROPOSAL #O.3: APPROVE THE APPROPRIATION OF EARNINGS AND ISSUER NO N/A N/A
A NET DIVIDEND OF EUR 0.82 ASSOCIATED WITH A TAX CREDIT
OF EUR 0.41 FOR A GROSS DIVIDEND OF EUR 1.23 AND THAT THE
COUPON BE DETACHED ON 15 JUN 2004 AND THE DIVIDEND BE
PAYABLE IN EUROS AS OF 15 JUL 2004
PROPOSAL #O.4: APPROVE THE AGREEMENTS MENTIONED IN THE ISSUER NO N/A N/A
AUDITORS SPECIAL REPORT REGULATED AGREEMENTS
PROPOSAL #O.5: AUTHORIZE THE MANAGEMENT BOARD TO ACQUIRE ISSUER NO N/A N/A
UP TO A MAXIMUM OF 80,229,280 OF THE COMPANY'S OWN
SHARES, OR LESS THAN 10% OF THE NUMBER OF SHARES
OUTSTANDING FOR THE FOLLOWING PURPOSES: A) STABILIZE THE
TRADING PRICE OF THE COMPANY'S STOCK; B) BUY AND TO SELL
THE COMPANY'S SHARES IN CONSIDERATION OF MARKET
CONDITIONS; C) GRANT SHARES TO EMPLOYEES OR DIRECTORS AND
OFFICERS OF THE COMPANY; D) HOLD SUCH SHARES AND
TRANSFER THEM BY ANY MEANS, INCLUDING BY MEANS OF OPTION
TRANSACTIONS, IN PARTICULAR VIA THEIR SALE ON THE STOCK
MARKET OR OVER THE COUNTER, THE SALE OF BLOCKS OF SHARES
IN CONNECTION WITH PUBLIC PURCHASE, EXCHANGE OR SALE
OFFERINGS, AND THE PURCHASE OR THE SALE OF BUY OR SELL
OPTIONS; E) USE SUCH SHARES IN ANY OTHER APPROPRIATE
MANNER TO OPTIMIZE THE MANAGEMENT OF THE STOCKHOLDERS
EQUITY OF THE COMPANY AND TO EFFECT TRANSACTIONS TO
FURTHER THE EXTERNAL GROWTH OF THE COMPANY; F) CANCEL THE
ACQUIRED SHARES; MAXIMUM PURCHASE PRICE SHALL NOT EXCEED
EUR 100 AND THE MINIMUM SALE PRICE SHALL NOT BE LESS
THAN EUR 50; AUTHORIZATION IS GRANTED FOR A PERIOD OF 18
MONTHS
PROPOSAL #O.6: APPOINT MR. YVES NICOLAS AS A SUBSTITUTE ISSUER NO N/A N/A
AUDITOR UNTIL THE CLOSE OF THE GENERAL MEETING CONVENED
TO VOTE ON THE ACCOUNTS FOR 2005
PROPOSAL #O.10: APPROVE THE RENEWAL OF THE TERM OF ISSUER NO N/A N/A
APPOINTMENT OF MR. JEAN-MARC BRUEL AS A MEMBER OF
SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS
PROPOSAL #O.11: APPROVE THE RENEWAL OF THE TERM OF ISSUER NO N/A N/A
APPOINTMENT OF MR. MARTIN FRUHAUF AS A MEMBER OF THE
SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS
PROPOSAL #O.12: APPROVE THE RENEWAL OF THE TERM OF ISSUER NO N/A N/A
APPOINTMENT OF MR. SERGE KAMPF AS A MEMBER OF THE
SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS
PROPOSAL #O.13: APPROVE THE RENEWAL OF THE TERM OF ISSUER NO N/A N/A
APPOINTMENT OF MR. HUBERT MARKL AS A MEMBER OF THE
SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS
PROPOSAL #O.14: APPROVE THE RENEWAL OF THE TERM OF ISSUER NO N/A N/A
APPOINTMENT OF MR. GUNTER METZ AS A MEMBER OF THE
SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS
PROPOSAL #O.15: APPROVE THE RENEWAL OF THE TERM OF ISSUER NO N/A N/A
APPOINTMENT OF MR. DIDIER PINEAU-VALENCIENNE AS A MEMBER
OF THE SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS
PROPOSAL #O.16: APPROVE THE RENEWAL OF THE TERM OF ISSUER NO N/A N/A
APPOINTMENT OF MR. SEHAM RAZZOUQI AS A MEMBER OF THE
SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS
PROPOSAL #O.17: APPROVE THE RENEWAL OF THE TERM OF ISSUER NO N/A N/A
APPOINTMENT OF MR. MICHEL RENAULT AS A MEMBER OF THE
SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS
PROPOSAL #O.18: APPROVE THE RENEWAL OF THE TERM OF ISSUER NO N/A N/A
APPOINTMENT OF MR. HANS-JURGEN SCHINZLER AS A MEMBER OF
THE SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS
PROPOSAL #O.19: APPROVE THE RENEWAL OF THE TERM OF ISSUER NO N/A N/A
APPOINTMENT OF MR. MARC VIENOT AS A MEMBER OF THE
SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS
PROPOSAL #O.20: GRANT FULL POWERS TO THE BEARER OF A COPY ISSUER NO N/A N/A
OR EXTRACT OF THE MINUTES OF THIS MEETING TO UNDERTAKE
ANY FORMALITIES FOR PUBLIC NOTICE OR RECORDING PURPOSES
- ----------------------------------------------------------------------------------------------------
Issuer: AXA, PARIS
Ticker: N/A CUSIP: N/A
Meeting Date 4/21/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: RECEIVE THE EXECUTIVE COMMITTEE AND THE ISSUER NO N/A N/A
AUDITOR'S REPORTS, AND APPROVE THE ACCOUNTS AND THE
BALANCE SHEET FOR THE FYE 31 DEC 2003; ACKNOWLEDGE THE
PROFIT OF EUR 863,125,347.00 FOR THE FY
PROPOSAL #2.: ACKNOWLEDGE THAT THE CONSOLIDATED ACCOUNTS ISSUER NO N/A N/A
WERE PRESENTED, AND THAT THE EXECUTIVE COMMITTEE'S REPORT
ON THE GROUP IS INCLUDED IN THE EXECUTIVE COMMITTEE
REPORT
PROPOSAL #3.: APPROVE THE APPROPRIATION OF PROFITS AS ISSUER NO N/A N/A
FOLLOWS: PROFITS FOR THE FY: EUR 863,125,347.00; PRIOR
RETAINED EARNINGS: EUR 2,339,630,577.00; LEGAL RESERVE:
EUR 3,648,803.00; GLOBAL DIVIDEND: EUR 675,679,191.00;
SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS: EUR
31,380,178.00; PAYMENT OF THE WITHHOLDING TAX: EUR
26,638,600.00; BALANCE CARRIED FORWARD: EUR
2,465,409,152.00; AND, THE SHAREHOLDERS WILL RECEIVE A
NET DIVIDEND OF EUR 0.38, WITH A CORRESPONDING TAX CREDIT
OF EUR 0.19; THIS DIVIDEND WILL BE PAID ON 03 MAY 2004
PROPOSAL #4.: APPROVE THE SPECIAL AUDITOR'S REPORT, IN ISSUER NO N/A N/A
ACCORDANCE WITH THE PROVISIONS OF ARTICLE L.225-86 AND
FOLLOWINGS OF THE FRENCH COMMERCIAL LAW
PROPOSAL #5.: RE-ELECT MR. M. CLAUDE BEBEAR AS A MEMBER ISSUER NO N/A N/A
OF THE SUPERVISORY BOARD FOR A TERM OF 4 YEARS
PROPOSAL #6.: RE-ELECT MR. MAZARD ET GUERARD AS A ISSUER NO N/A N/A
STATUTORY AUDITOR THE CABINET FOR A TERM OF 6 FY S
PROPOSAL #7.: APPOINT MR. JEAN LOIUS SIMON AS A DEPUTY ISSUER NO N/A N/A
AUDITOR FOR A TERM OF 6 FY S
PROPOSAL #8.: RE-ELECT MR. WILLY AVEREYN AS A MEMBER OF ISSUER NO N/A N/A
THE SUPERVISORY BOARD FOR A TERM OF 4 YEARS, SUBJECT TO
THE PASSING OF RESOLUTION O.13
PROPOSAL #9.: RE-ELECT MR. M. CEES DE JONG AS A MEMBER OF ISSUER NO N/A N/A
THE SUPERVISORY BOARD FOR A TERM OF 4 YEARS, SUBJECT TO
THE PASSING OF RESOLUTION O.13
PROPOSAL #10.: RE-ELECT MR. M. JACQUES TABOUROT AS A ISSUER NO N/A N/A
MEMBER OF THE SUPERVISORY BOARD FOR A TERM OF 4 YEARS,
SUBJECT TO THE PASSING OF RESOLUTION O.13
PROPOSAL #11.: AUTHORIZE THE EXECUTIVE COMMITTEE, IN ISSUER NO N/A N/A
SUBSTITUTION FOR THE AUTHORITY OF THE CGM ON 30 APR 2003,
TO TRADE THE COMPANY'S SHARES ON THE STOCK EXCHANGE IN
VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 35.00; MINIMUM
SELLING PRICE: EUR 12.00; AND, MAXIMUM NUMBER OF SHARES
TO BE TRADED: 10%; AUTHORITY EXPIRES AT THE END OF 18
MONTHS
PROPOSAL #12.: AUTHORIZE THE EXECUTIVE COMMITTEE TO USE ISSUER NO N/A N/A
THE VARIOUS DELEGATIONS GIVEN TO IT AT THE PRESENT
MEETING IN WHOLE OR IN PART WITHIN THE REGULATIONS IN
FORCE IN A PERIOD OF TAKE-OVER BID OR EXCHANGE BID ON THE
COMPANY'S SHARES UNTIL THE NEXT MEETING AT WHICH THE
ACCOUNTS ARE LAID
PROPOSAL #13.: MODIFY ARTICLE 10 OF THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION
PROPOSAL #14.: MODIFY ARTICLE 10 OF THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION
PROPOSAL #15.: AUTHORIZE THE BOARD TO REDUCE THE SHARE ISSUER NO N/A N/A
CAPITAL BY 10%, BY WAY OF CANCELING SHARES HELD BY THE
COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLAN
AUTHORIZATION IS VALID FOR A PERIOD OF 18 MONTHS
PROPOSAL #16.: GRANT ALL POWERS TO THE BEARER OF A COPY ISSUER NO N/A N/A
OR AN EXTRACT OF THE MINUTES OF THE PRESENT TO ACCOMPLISH
ALL DEPOSITS AND PUBLICATIONS PRESCRIBED BY LAW
- ----------------------------------------------------------------------------------------------------
Issuer: BANCA INTESA SPA, MILANO
Ticker: N/A CUSIP: N/A
Meeting Date 6/23/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: AMEND THE ARTICLES OF ASSOCIATION AS ISSUER NO N/A N/A
FOLLOWS: BY AMENDING THE ARTICLES 2, 5, 8, 9, 10, 11, 14,
18, 19, 23, AND 31 WITH THE CONSEQUENT RENUMBERING OF
THE TITLE AND THE ARTICLE
- ----------------------------------------------------------------------------------------------------
Issuer: BARCLAYS PLC
Ticker: N/A CUSIP: N/A
Meeting Date 4/29/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: RECEIVE THE REPORT OF THE DIRECTORS AND THE ISSUER YES FOR N/A
AUDITED ACCOUNTS OF THE COMPANY FOR THE YE 31 DEC 2003
PROPOSAL #2.: APPROVE THE DIRECTORS REPORT ON ISSUER YES FOR N/A
REMUNERATION FOR THE YE 31 DEC 2003
PROPOSAL #3.: RE-ELECT SIR. RICHARD BROADBENT AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #4.: RE-ELECT MR. ROGER DAVIS AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #5.: RE-ELECT MR. GRAY HOFFMAN AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #6.: RE-ELECT MR. NAGULB KHERAJ AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #7.: RE-ELECT MR. DAVID ROBERTS AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #8.: RE-ELECT SIR. PETER MIDDLETON AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY, WHO RETIRES BY ROTATION
PROPOSAL #9.: RE-ELECT MR. STEPHEN RUSSELL AS A DIRECTOR ISSUER YES ABSTAIN N/A
OF THE COMPANY, WHO RETIRES BY ROTATION
PROPOSAL #10.: RE-ELECT MR. CHRIS LENDRUM AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY, WHO RETIRES BY ROTATION
PROPOSAL #11.: RE-ELECT SIR. BRIAN JENKINS AS A DIRECTOR ISSUER YES ABSTAIN N/A
OF THE COMPANY, UNDER THE COMBINED CODE
PROPOSAL #12.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP, ISSUER YES AGAINST N/A
CHARTERED ACCOUNTANTS AND REGISTERED AUDITORS, AS THE
AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF THE NEXT
GENERAL MEETING
PROPOSAL #13.: AUTHORIZE THE DIRECTORS TO SET THE ISSUER YES AGAINST N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #S.14: AUTHORIZE THE DIRECTORS, BY ARTICLE 12(B) ISSUER YES FOR N/A
OF THE ARTICLES OF ASSOCIATION OF THE COMPANY AND
PURSUANT TO SECTION 89, TO ALLOT EQUITY SECURITIES UP TO
GBP 82,053,000 FOR CASH OTHER THAN ON A PRO RATA BASIS
AND TO SELL OR ALLOT TREASURY SHARES UNDER SECTION
162D(1) OF THE COMPANIES ACT, 1985 AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY IN
2009 OR 29 APR 2009
PROPOSAL #S.15: AUTHORIZE THE COMPANY TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES SECTION 163(3) OF THE COMPANIES ACT 1985 ON
THE LONDON STOCK EXCHANGE OF UP AN AGGREGATE OF
984,600,000 ORDINARY SHARES OF 25P EACH IN THE CAPITAL OF
THE COMPANY AND HOLD THEM AS TREASURY SHARES, AT A
MINIMUM PRICE OF 25P AND UP TO 105% OF THE AVERAGE OF THE
MARKET VALUES FOR ORDINARY SHARES DERIVED FROM THE
LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE AGM OF THE COMPANY IN 2005 ; THE
COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO
PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
- ----------------------------------------------------------------------------------------------------
Issuer: BASF AG, LUDWIGSHAFEN/RHEIN
Ticker: N/A CUSIP: N/A
Meeting Date 4/29/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND THE ISSUER NO N/A N/A
ANNUAL REPORT FOR THE FY 2003 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND THE
GROUP ANNUAL REPORT
PROPOSAL #2.: APPROVE THE APPROPRIATION OF THE ISSUER NO N/A N/A
DISTRIBUTABLE PROFIT OF EUR 779,300,744 AS THE PAYMENT OF
A DIVIDEND OF EUR 1.40 PER SHARE AND EUR 896,000 SHALL
BE CARRIED FORWARD AS EX-DIVIDEND AND PAYABLE ON 30 APR
2004
PROPOSAL #3.: RATIFY THE ACTS OF THE SUPERVISORY BOARD ISSUER NO N/A N/A
PROPOSAL #4.: RATIFY THE ACTS OF THE BOARD OF MANAGING ISSUER NO N/A N/A
DIRECTORS
PROPOSAL #5.: APPOINT DELOITTE + TOUCHE GMBH, FRANKFURT ISSUER NO N/A N/A
AS THE AUDITORS FOR THE FY 2004
PROPOSAL #6.: AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES ISSUER NO N/A N/A
OF UP TO 10% OF ITS SHARE CAPITAL, AT A PRICE NOT MORE
THAN 25% FROM THE MARKET PRICE OF THE SHARES, ON OR
BEFORE 28 OCT 2005 AND AUTHORIZE THE BOARD OF MANAGING
DIRECTORS TO RETIRE THE SHARES AND TO USE THE SHARES FOR
THE COMPANY'S STOCK OPTION PLANS OR FOR ACQUISITION
PURPOSES
PROPOSAL #7.: AUTHORIZE THE COMPANY, USING DERIVATIVE ISSUER NO N/A N/A
FINANCIAL INSTRUMENTS WITHIN THE SCOPE OF RESOLUTION 6,
TO PUT AND CALL OPTIONS FOR THE REPURCHASE OF OWN SHARES
AT A PRICE NOT MORE THAN THEIR THEORETICAL MARKET VALUE;
THE PRICE PAID FOR OWN SHARES CORRESPOND TO THE STRIKE
PRICE AGREED UPON IN THE FINANCIAL INSTRUMENT
PROPOSAL #8.: AUTHORIZE THE BOARD OF MANAGING DIRECTORS ISSUER NO N/A N/A
WITH THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE
THE COMPANY'S SHARE CAPITAL BY EXCLUDING THE
SHAREHOLDERS SUBSCRIPTION RIGHTS FOR THE ISSUE OF UP TO
15,000,000 EMPLOYEE SHARES , UP TO EUR 500,000,000 10%
OF THE SHARE CAPITAL THROUGH THE ISSUE OF NEW SHARES
AGAINST PAYMENT IN CASH OR KIND, ON OR BEFORE 01 MAY 2009
AT A PRICE NOT MATERIALLY BELOW THE MARKET PRICE OF
IDENTICAL SHARES; AND FOR THE GRANTING OF SUCH RIGHTS TO
BONDHOLDERS OR HOLDERS OF STOCK OPTIONS, FOR RESIDUAL
AMOUNTS
PROPOSAL #9.: APPROVE THE CONTROL AND PROFIT TRANSFER ISSUER NO N/A N/A
AGREEMENT WITH THE COMPANY'S WHOLLY OWNED SUBSIDIARY BASF
PLANT SCIENCE HOLDING GMBH, WITH EFFECT FROM 01 JAN 2004
TO 31 DEC 2008
- ----------------------------------------------------------------------------------------------------
Issuer: BNP PARIBAS
Ticker: N/A CUSIP: N/A
Meeting Date 5/28/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #E.11: APPROVE TO DELEGATE ALL POWERS TO THE ISSUER NO N/A N/A
BOARD OF DIRECTORS, IN REPLACEMENT OF ANY EXISTING
AUTHORITY, TO PROCEED, IN FRANCE OR ABROAD, WITH THE
ISSUE OF THE COMPANY SHARES AND OF SECURITIES OF ANY KIND
(THE PREFERENTIAL RIGHT IS MAINTAINED) FOR A MAXIMUM
NOMINAL AMOUNT OF EUR 1,000,000,000.00 (CAPITAL
INCREASES), EUR 10,000,000,000.00 (DEBT SECURITIES);
AUTHORITY IS GIVEN FOR 26 MONTHS ; AND APPROVE TO
DELEGATE ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL FORMALITIES
NECESSARY TO CARRY OUT THE CAPITAL INCREASE WHICH HAS
BEEN ADOPTED
PROPOSAL #E.12: APPROVE TO DELEGATE ALL POWERS TO THE ISSUER NO N/A N/A
BOARD OF DIRECTORS, IN REPLACEMENT OF ANY EXISTING
AUTHORITY, TO PROCEED, IN FRANCE OR ABROAD, WITH THE
ISSUE OF THE COMPANY SHARES AND OF SECURITIES OF ANY KIND
(PREFERENTIAL SUBSCRIPTION RIGHT: CANCELLED), FOR A
MAXIMUM NOMINAL AMOUNT OF: EUR 340,000,000.00 (CAPITAL
INCREASE), EUR 8,000,000,000.00 (DEBT SECURITIES);
AUTHORITY IS GIVEN FOR 26 MONTHS ; AND APPROVE TO
DELEGATE ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL FORMALITIES
NECESSARY TO CARRY OUT THE CAPITAL INCREASE WHICH HAS
BEEN ADOPTED
PROPOSAL #E.13: APPROVE TO DELEGATE TO THE BOARD OF ISSUER NO N/A N/A
DIRECTORS ALL POWERS, IN REPLACEMENT OF ANY EXISTING
AUTHORITY, IN ORDER TO INCREASE THE COMPANY SHARE CAPITAL
ON ITS SOLE DECISION BY A MAXIMUM NOMINAL AMOUNT OF EUR
1,000,000,000.00, BY WAY OF INCORPORATING ALL OR PART OF
THE RESERVES, PROFITS, EXISTING SHARE PREMIUMS, TO BE
CARRIED OUT BY THE DISTRIBUTION OF FREE SHARES OR THE
INCREASE OF THE PAR VALUE OF THE EXISTING SHARES;
AUTHORITY IS VALID FOR 26 MONTHS ; AND APPROVE TO
DELEGATE ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL FORMALITIES
NECESSARY TO CARRY OUT THE CAPITAL INCREASE WHICH HAS
BEEN ADOPTED
PROPOSAL #E.14: APPROVE THAT THE DELEGATIONS GRANTED TO ISSUER NO N/A N/A
THE BOARD OF DIRECTORS TO REALIZE INCREASES OF THE
COMPANY'S SHARE CAPITAL, ARE NOT MAINTAINED IN A PERIOD
OF TAKE-OVER OR EXCHANGE BID ON THE COMPANY'S SHARES
(EXCEPT FOR THE TRANSACTIONS THE PRINCIPAL DECISION OF
WHICH WAS APPROVED BY THE BOARD OF DIRECTORS); AUTHORITY
IS VALID TILL THE COMPANY GENERAL MEETING WHICH WILL
HAVE TO DELIBERATE UPON THE ACCOUNTS OF THE 2004 FY
PROPOSAL #E.15: APPROVE TO DELEGATE ALL POWERS TO THE ISSUER NO N/A N/A
BOARD OF DIRECTORS TO PROCEED, IN FRANCE OR ABROAD, WITH
THE ISSUE OF SHARES RESERVED TO MEMBERS OF THE ENTERPRISE
SAVINGS PLAN FOR A MAXIMUM NOMINAL AMOUNT OF EUR
20,000,000.00 STARTING THE PRESENT MEETING (INSTEAD OF
EUR 60,000,000.00 AS PREVIOUSLY SET BY THE COMBINED
GENERAL MEETING OF 14 MAY 2003, RESOLUTION NO.16);
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
PROPOSAL #E.16: APPROVE TO GRANT ALL POWERS TO THE BOARD ISSUER NO N/A N/A
OF DIRECTORS, IN REPLACEMENT OF ANY EXISTING AUTHORITY,
TO DECREASE THE SHARE CAPITAL BY CANCELING THE SHARES
HELD BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, WITHIN A LIMIT OF 10% OF THE SHARE CAPITAL OVER A
18 MONTHS PERIOD
PROPOSAL #E.17: AMEND ARTICLES 9, 10, 12, 13 AND 15 OF ISSUER NO N/A N/A
THE ARTICLES OF ASSOCIATION
PROPOSAL #E.18: GRANT ALL POWERS TO THE BEARER OF A COPY ISSUER NO N/A N/A
OR AN EXTRACT OF THE MINUTES OF THE PRESENT IN ORDER TO
ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS WHICH ARE
PRESCRIBED BY LAW
PROPOSAL #O.1: RECEIVE THE BOARD OF DIRECTORS AND OF THE ISSUER NO N/A N/A
AUDITORS REPORTS FOR THE FY CLOSED ON 31 DEC 2003 AND
APPROVE THE CONSOLIDATED ACCOUNTS FOR THE FY 2003
PROPOSAL #O.2: RECEIVE THE BOARD OF DIRECTORS AND OF THE ISSUER NO N/A N/A
AUDITORS REPORTS AND APPROVE THE THE ACCOUNTS AND THE
BALANCE SHEET FOR THE FY 2003 AND THE NET PROFIT AFTER
TAX AMOUNTS TO EUR 2,358,756,301.88
PROPOSAL #O.3: APPROVE THAT THE TOTAL (FORMED BY THE FY ISSUER NO N/A N/A
NET PROFIT OF EUR 2,358,756,301.88 AND THE CREDIT PRIOR
RETAINED EARNINGS OF EUR 6,110,425,156.15), I. E. A SUM
OF EUR 8,469,181,458.03 WILL BE ALLOCATED AS FOLLOWS: TO
THE LEGAL RESERVE: EUR 856,423.20, TO THE SPECIAL RESERVE
ON LONG-TERM CAPITAL GAINS: EUR 102,919,700.80, TO THE
INVESTMENT SPECIAL RESERVE: EUR 36,193,223.00, TO THE
GLOBAL DIVIDEND: EUR 1,310,242,625.80, TO THE BALANCE
CARRIED FORWARD: EUR 7,018,969,485.23 AND THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 1.45 WITH
A CORRESPONDING TAX CREDIT OF EUR 0.725, IT WILL BE PAID
ON 11 JUN 2004
PROPOSAL #O.4: APPROVE THE AUDITORS SPECIAL REPORT, IN ISSUER NO N/A N/A
ACCORDANCE WITH THE PROVISIONS OF ARTICLE L.225-38
(FRENCH COMMERCIAL LAW)
PROPOSAL #O.5: APPROVE TO DELEGATE ALL POWERS TO THE ISSUER NO N/A N/A
BOARD OF DIRECTORS, IN REPLACEMENT OF ANY EXISTING
AUTHORITY, TO PROCEED, IN FRANCE OR ABROAD, WITH THE
ISSUE OF DEBT SECURITIES (BONDS, SIMILAR SECURITIES) FOR
A MAXIMUM NOMINAL AMOUNT OF EUR 30,000,000,000.00;
AUTHORITY IS GIVEN FOR 26 MONTHS ; AND AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #O.6: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
REPLACEMENT OF ANY EXISTING AUTHORITY, TO TRADE THE
COMPANY'S SHARES ON THE STOCK EXCHANGE, NOTABLY IN VIEW
OF ADJUSTING THEIR PRICE AS PER THE FOLLOWING CONDITIONS:
MAXIMUM PURCHASE PRICE: EUR 75.00, MINIMUM SELLING
PRICE: EUR 35.00, MAXIMUM NUMBER OF SHARES TO BE TRADED:
10% OF THE SHARE CAPITAL; AUTHORITY IS GIVEN FOR 18
MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #O.7: APPROVE TO RENEW THE TERM OF OFFICE OF MR. ISSUER NO N/A N/A
M. LOUIS SCHWEITZER AS A DIRECTOR FOR 3 YEARS
PROPOSAL #O.8: APPROVE TO RENEW THE TERM OF OFFICE OF MR. ISSUER NO N/A N/A
M. LINDSAY OWEN-JONES AS A DIRECTOR FOR 3 YEARS
PROPOSAL #O.10: APPROVE TO GRANT ALL POWERS TO THE BEARER ISSUER NO N/A N/A
OF A COPY OR AN EXTRACT OF THE MINUTES OF THE PRESENT IN
ORDER TO ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS WHICH
ARE PRESCRIBED BY LAW
PROPOSAL #O.9: ACKNOWLEDGE THAT MR. M. DAVIDE PEAKE DOES ISSUER NO N/A N/A
NOT ASK THE RENEWAL OF ITS TERM OF ASSOCIATION AS
DIRECTOR AND DECIDES NOT TO APPOINT A NEW DIRECTOR
- ----------------------------------------------------------------------------------------------------
Issuer: BOOTS GROUP PLC
Ticker: N/A CUSIP: G12517101
Meeting Date 7/24/2003 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1: ACCEPT FINANCIAL STATEMENTS AND STATUTORY ISSUER YES FOR FOR
REPORTS
PROPOSAL #2: APPROVE FINAL DIVIDEND OF 20.2 PENCE PER ISSUER YES FOR FOR
SHARE
PROPOSAL #3: REELECT PAUL BATEMAN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4: REELECT JAN BENNINK AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5: REELECT HOWARD DODD AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6: REELECT JOHN MCGRATH AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7: REELECT HELENE PLOIX AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #8: REELECT MARTIN READ AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #9: REELECT NIGEL RUDD AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #10: REELECT ANDREW SMITH AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #11: APPROVE REMUNERATION REPORT ISSUER YES FOR FOR
PROPOSAL #12: APPROVE KPMG AUDIT PLC AS AUDITORS AND ISSUER YES FOR FOR
AUTHORIZE BOARD TO FIX THEIR REMUNERATION
PROPOSAL #13: AUTHORIZE ISSUANCE OF EQUITY OR ISSUER YES FOR FOR
EQUITY-LINKED SECURITIES WITH PREEMPTIVE RIGHTS UP TO
AGGREGATE NOMINAL AMOUNT OF GBP 67.8 MILLION
PROPOSAL #14: AUTHORIZE ISSUANCE OF EQUITY OR ISSUER YES FOR FOR
EQUITY-LINKED SECURITIES WITHOUT PREEMPTIVE RIGHTS UP TO
AGGREGATE NOMINAL AMOUNT OF GBP 10.17 MILLION
PROPOSAL #15: AUTHORIZE 81,300,000 SHARES FOR SHARE ISSUER YES FOR FOR
REPURCHASE PROGRAM
PROPOSAL #16: AUTHORIZE THE COMPANY TO MAKE EU POLITICAL ISSUER YES FOR FOR
DONATIONS UP TO A MAXIMUM AGGREGATE SUM OF GBP 100,000
PROPOSAL #17: AUTHORIZE BOOTS COMPANY PLC TO MAKE EU ISSUER YES FOR FOR
POLITICAL DONATIONS UP TO MAXIMUM AGGREGATE SUM OF GBP
400,000
- ----------------------------------------------------------------------------------------------------
Issuer: CANON INC
Ticker: N/A CUSIP: N/A
Meeting Date 3/30/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, INCLUDING THE ISSUER YES FOR N/A
FOLLOWING DIVIDENDS: INTERIM JY 15, FINAL JY 35, SPECIAL
JY 0
PROPOSAL #2: AMEND ARTICLES TO: AUTHORIZE SHARE ISSUER YES AGAINST N/A
REPURCHASES AT BOARD'S DISCRETION
PROPOSAL #3.1: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.2: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.3: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.4: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.5: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.6: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.7: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.8: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.9: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.10: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.11: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.12: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.13: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.14: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.15: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.16: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.17: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.18: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.19: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.20: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.21: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.22: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.23: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.24: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.25: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.26: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.27: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.1: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.2: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.3: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES FOR N/A
PROPOSAL #5: APPOINT ADDITIONAL EXTERNAL AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #6: APPROVE RETIREMENT BONUSES FOR DIRECTORS AND ISSUER YES AGAINST N/A
STATUTORY AUDITORS
PROPOSAL #7: APPROVE ADJUSTMENT TO AGGREGATE COMPENSATION ISSUER YES FOR N/A
CEILING FOR DIRECTORS AND STATUTORY AUDITORS
- ----------------------------------------------------------------------------------------------------
Issuer: CELESIO AG
Ticker: N/A CUSIP: N/A
Meeting Date 4/29/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: APPROVE THE FINANCIAL STATEMENTS AND THE ISSUER NO N/A N/A
ANNUAL REPORT FOR FY 2003 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND
GROUP ANNUAL REPORT
PROPOSAL #2.: APPROVE THE APPROPRIATION OF THE ISSUER NO N/A N/A
DISTRIBUTABLE PROFIT OF EUR 80,102,960.03 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 0.90 PER NO-PAR SHARE; EUR
3,557,930.03 SHALL BE CARRIED FORWARD; AND EX-DIVIDEND
AND PAYABLE DATE: 30 APR 2004
PROPOSAL #3.: RATIFY THE ACTS OF THE BOARD OF MANAGING ISSUER NO N/A N/A
DIRECTORS
PROPOSAL #4.: RATIFY THE ACTS OF SUPERVISORY BOARD ISSUER NO N/A N/A
PROPOSAL #5.: APPOINT PWC DEUTCHE REVISION AG, STUTTGART, ISSUER NO N/A N/A
AS THE AUDITORS FOR FY 2004
- ----------------------------------------------------------------------------------------------------
Issuer: CEMEX, S.A. DE C.V.
Ticker: CX CUSIP: 151290889
Meeting Date 4/29/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #A1: PRESENTATION, DISCUSSION AND, IF ISSUER YES FOR FOR
APPLICABLE, APPROVAL OF THE REPORT BY THE BOARD OF
DIRECTORS, INCLUDING THE FINANCIAL STATEMENTS FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2003 AS REQUIRED BY THE
MEXICAN CORPORATION LAW.
PROPOSAL #A2: PROPOSAL FOR THE ALLOCATION OF PROFITS AND ISSUER YES FOR FOR
THE MAXIMUM AMOUNT OF FUNDS TO BE USED FOR THE PURCHASE
OF COMPANY SHARES.
PROPOSAL #A3: PROPOSAL TO INCREASE THE CAPITAL STOCK OF ISSUER YES FOR FOR
THE COMPANY IN ITS VARIBLE PORTION THROUGH CAPITALIZATION
CHARGED AGAINST RETAINED EARNINGS, SUBMITTED FOR
CONSIDERATION OF THE SHAREHOLDERS AT THE MEETING.
PROPOSAL #A4: APPOINTMENT OF DIRECTORS AND STATUTORY ISSUER YES ABSTAIN AGAINST
AUDITORS, ACCORDING TO THE PROPOSAL OF SHAREHOLDERS
SUBMITTED FOR CONSIDERATION AT THE MEETING.
PROPOSAL #A5: COMPENSATION OF DIRECTORS AND STATUTORY ISSUER YES ABSTAIN AGAINST
AUDITORS, ACCORDING TO THE PROPOSAL OF SHAREHOLDERS
SUBMITTED FOR CONSIDERATION AT THE MEETING.
PROPOSAL #A6: APPOINTMENT OF DELEGATES TO FORMALIZE THE ISSUER YES FOR FOR
RESOLUTIONS ADOPTED AT THE MEETING.
- ----------------------------------------------------------------------------------------------------
Issuer: CHINA MOBILE (HONG KONG) LTD
Ticker: N/A CUSIP: N/A
Meeting Date 6/16/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
AGM PROPOSAL #1.: RECEIVE AND APPROVE THE FINANCIAL ISSUER YES FOR N/A
STATEMENTS FOR THE YE 31 DEC 2003 AND THE REPORTS OF THE
DIRECTORS AND THE AUDITORS
AGM PROPOSAL #2.: DECLARE A FINAL DIVIDEND FOR THE YE 31 ISSUER YES FOR N/A
DEC 2003
AGM PROPOSAL #3.: ELECT THE DIRECTORS ISSUER YES ABSTAIN N/A
AGM PROPOSAL #4.: RE-APPOINT THE AUDITORS AND AUTHORIZE ISSUER YES ABSTAIN N/A
THE DIRECTORS TO FIX THEIR REMUNERATION
AGM PROPOSAL #5.: APPROVE THAT THE DIRECTOR'S FEE FOR ISSUER YES FOR N/A
EACH DIRECTOR BE FIXED AT THE SUM OF HKD 180,000 FOR EACH
FY COMMENCING FOR THE 2004 FY AND UNTIL THE COMPANY IN
GENERAL MEETING OTHERWISE DETERMINES AND THAT THE FEES
WILL BE PAYABLE ON A TIME PRO-RATA BASIS FOR ANY NON FULL
YEAR'S SERVICE
AGM PROPOSAL #6.: AUTHORIZE THE DIRECTORS TO PURCHASE ISSUER YES AGAINST N/A
SHARES OF HKD 0.10 EACH IN THE CAPITAL OF THE COMPANY
INCLUDING ANY FORM OF DEPOSITARY RECEIPT REPRESENTING THE
RIGHT TO RECEIVE SUCH SHARES DURING THE RELEVANT PERIOD,
ON THE STOCK EXCHANGE OF HONG KONG LIMITED OR ANY OTHER
STOCK EXCHANGE ON WHICH THE SECURITIES OF THE COMPANY MAY
BE LISTED AND RECOGNIZED BY THE SECURITIES AND FUTURES
COMMISSION UNDER THE HONG KONG AND THE STOCK EXCHANGE OF
HONG KONG LIMITED, NOT EXCEEDING 10% OF THE AGGREGATE
NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY
IN ISSUE AT THE DATE OF THE PASSING OF THIS RESOLUTION;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR THE EXPIRATION OF THE PERIOD
WITHIN WHICH THE NEXT AGM IS TO BE HELD BY LAW
AGM PROPOSAL #7.: APPROVE THAT A GENERAL MANDATE BE GIVEN ISSUER YES FOR N/A
TO THE DIRECTORS TO ALLOT, ISSUE AND DEAL WITH
ADDITIONAL SHARES IN THE COMPANY INCLUDING THE MAKING
AND GRANTING OF OFFERS, AGREEMENTS AND OPTIONS WHICH
MIGHT REQUIRE SHARES TO BE ALLOTTED, WHETHER DURING THE
CONTINUANCE ON SUCH MANDATE OR THEREAFTER , NOT EXCEEDING
20% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE
CAPITAL OF THE COMPANY, PLUS THE NOMINAL AMOUNT OF THE
SHARE CAPITAL OF THE COMPANY REPURCHASED BY THE COMPANY
SUBSEQUENT TO THE PASSING OF THIS RESOLUTION UP TO A
MAXIMUM EQUIVALENT TO 10% OF THE AGGREGATE NOMINAL AMOUNT
OF THE SHARE CAPITAL OF THE COMPANY IN ISSUE AT THE DATE
OF THE PASSING OF THIS RESOLUTION OTHERWISE THAN
PURSUANT TO: I) A RIGHTS ISSUE WHERE SHARES ARE OFFERED
TO SHAREHOLDERS ON A FIXED RECORD DATE IN PROPORTION TO
THEIR THEN HOLDINGS OF SHARES; II) THE EXERCISE OF
OPTIONS GRANTED UNDER ANY SHARE OPTION SCHEME ADOPTED BY
THE COMPANY; OR III) ANY SCRIP DIVIDEND OR SIMILAR
ARRANGEMENT; SUCH MANDATE EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE
EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM IS TO
BE HELD BY LAW
AGM PROPOSAL #8.: APPROVE THAT THE DIRECTORS BE ISSUER YES FOR N/A
AUTHORIZED TO EXERCISE THE POWERS OF THE COMPANY REFERRED
TO IN THE RESOLUTION 7 IN RESPECT OF THE SHARE CAPITAL
OF THE COMPANY REFERRED TO IN SUCH RESOLUTION
AGM PROPOSAL #S.9: AMEND THE COMPANY'S ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION AS FOLLOWS: A) ARTICLE 2 BY INSERTING A NEW
DEFINITION; B) ARTICLE 2 BY DELETING FEW WORD AND
REPLACING WITH NEW WORDS; C) ARTICLE 75 BY INSERTING NEW
WORDS; D) BY ADDING ARTICLE 78A; E) BY DELETING ARTICLE
97 AND REPLACING WITH A NEW ONE; F) BY DELETING A WORD
AND REPLACING WITH A NEW ONE IN ARTICLE 100; G) BY
DELETING ARTICLE 103 AND REPLACING WITH A NEW ONE; AND H)
BY DELETING ARTICLE 108 AND REPLACING WITH A NEW ONE
EGM PROPOSAL #1.: APPROVE SALE AND PURCHASE AGREEMENT ISSUER YES FOR N/A
- ----------------------------------------------------------------------------------------------------
Issuer: COMPASS GROUP PLC
Ticker: N/A CUSIP: N/A
Meeting Date 2/16/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: RECEIVE AND APPROVE ADOPT THE FINANCIAL ISSUER YES FOR N/A
STATEMENTS OF THE COMPANY FOR THE FYE 30 SEP 2003 AND THE
REPORTS OF THE DIRECTORS AND THE AUDITORS
PROPOSAL #2.: APPROVE THE REMUNERATION COMMITTEE'S REPORT ISSUER YES FOR N/A
FOR THE FYE 30 SEP 2003
PROPOSAL #3.: DECLARE A FINAL DIVIDEND ON THE COMPANY'S ISSUER YES FOR N/A
ORDINARY SHARES FOR THE FYE 30 SEP 2 003
PROPOSAL #4.: RE-ELECT MR. MICHAEL BAILEY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT MR. DENIS P. CASSIDY AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #6.: RE-ELECT SIR FRANCIS H. MACKAY AS A ISSUER YES ABSTAIN N/A
DIRECTOR
PROPOSAL #7.: RE-APPOINT DELOITTE & TOUCHE LLP AS THE ISSUER YES AGAINST N/A
AUDITORS
PROPOSAL #8.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES AGAINST N/A
AUDITORS REMUNERATION
PROPOSAL #9.: AUTHORIZE THE COMPANY AND ANY COMPANY WHICH ISSUER YES AGAINST N/A
IS OR BECOMES A SUBSIDIARY OF THE COMPANY DURING THE
PERIOD TO WHICH THIS RESOLUTION RELATES, TO MAKE
DONATIONS TO EU POLITICAL ORGANIZATION AND TO INCUR EU
POLITICAL EXPENDITURE UP TO A MAX IMUM AGGREGATE AMOUNT
OF GBP 125,000; AUTHORITY EXPIRES AT THE CONCLUSION OF
THE NEXT AGM
PROPOSAL #10.: APPROVE TO AMEND THE RULES OF THE COMPASS ISSUER YES FOR N/A
GROUP UK SAVING-RELATED SHARE OPTION SCHEME, THE COMPASS
GROUP SHARE OPTION SCHEME PLAN, THE COMPASS GROUP MANAGEM
ENT SHARE OPTION PLAN AND THE COMPASS GROUP LONG-TERM
INCENTIVE PLAN AND AUTHO RIZE THE DIRECTORS TO TAKE ALL
ACTIONS WHICH THEY CONSIDER NECESSARY OR EXPEDI ENT IN
CONNECTION WITH THE IMPLEMENTATION OF THE AMENDMENTS
PROPOSAL #S.11: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES SECTION 94(2) AND SECTION 94(3A) FOR CASH
PURSUANT T O THE AUTHORITY CONFERRED BY RESOLUTION 7 OF
AGM OF THE COMPANY HELD ON 15 FEB 2002, DISAPPLYING THE
STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED
THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY
SECURITIES: I) IN CONNEC TION WITH A RIGHTS ISSUE IN
FAVOR OF ORDINARY SHAREHOLDERS; II) UP TO AN AGGRE GATE
NOMINAL AMOUNT OF GBP 10.8 MILLION CONSISTING OF 108
MILLION ORDINARY SHA RES OF 10 PENCE EACH IN THE CAPITAL
OF THE COMPANY; AUTHORITY EXPIRES THE EAR LIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 15 MAY 2005
; AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES AFTER THE
EXPIRY OF THIS AUTHORITY IN P URSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.12: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
ARTICLE 45 OF THE COMPANY'S ARTICLES OF A SSOCIATION AND
IN ACCORDANCE WITH SECTION 166 OF THE COMPANIES ACT 1985,
TO MA KE MARKET PURCHASES SECTION 163 OF UP TO
216,887,191 10% OF THE COMPANY'S I SSUED ORDINARY SHARE
CAPITAL AS AT 01 DEC 2004 ORDINARY SHARES OF 10 PENCE EA
CH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE
EXCLUSIVE OF EXPENSES O F 10 PENCE AND UP TO EXCLUSIVE
OF EXPENSES 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS
FOR AN ORDINARY SHARE DERIVED FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5
BUSINESS DAYS; AUTHORITY EXPIRES THE EARL IER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 15 AUG 2005
; THE COMP ANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO
PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
- ----------------------------------------------------------------------------------------------------
Issuer: CONTINENTAL AG, HANNOVER
Ticker: N/A CUSIP: N/A
Meeting Date 5/14/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: RECEIVE AND APPROVE THE FINANCIAL ISSUER NO N/A N/A
STATEMENTS AND THE ANNUAL REPORT FOR THE FY 2003, ALONG
WITH THE REPORT OF THE SUPERVISORY BOARD, THE GROUP
FINANCIAL STATEMENTS AND THE GROUP ANNUAL REPORT
PROPOSAL #2.: APPROVE THE DISTRIBUTION OF PROFIT OF EUR ISSUER NO N/A N/A
70,982,983.26 AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR
0.52 PER ENTITLED SHARE EUR 563,357.62 SHALL BE CARRIED
FORWARD EX-DIVIDEND; PAYABLE DATE 17 MAY 2004
PROPOSAL #3.: RATIFY THE ACTS OF THE BOARD OF MANAGING ISSUER NO N/A N/A
DIRECTORS
PROPOSAL #4.: RATIFY THE ACTS OF THE SUPERVISORY BOARD ISSUER NO N/A N/A
PROPOSAL #5.: APPOINT KPMG, HANOVER, AS THE AUDITORS FOR ISSUER NO N/A N/A
THE FY 2004
PROPOSAL #6.: AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES ISSUER NO N/A N/A
OF UP TO EUR 34,668,121.60, AT PRICES NOT DEVIATING MORE
THAN 20% FROM THEIR MARKET PRICE, ON OR BEFORE 13 NOV
2005; AND AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO
DISPOSE THE SHARES IN A MANNER OTHER THAN THE STOCK
EXCHANGE OR A RIGHTS OFFERING, ESPECIALLY TO SELL THE
SHARES AT A PRICE NOT MATERIALLY BELOW THEIR MARKET
PRICE, TO USE THE SHARES FOR ACQUISITION PURPOSES OR
WITHIN THE SCOPE OF THE 1999 STOCK OPTION PLAN, TO FLOAT
THE SHARES ON FOREIGN STOCK EXCHANGES, AND TO RETIRE THE
SHARES
PROPOSAL #7.: ELECT THE SUPERVISORY BOARD ISSUER NO N/A N/A
PROPOSAL #8.: AUTHORIZE THE COMPANY TO GRANT STOCK ISSUER NO N/A N/A
OPTIONS FOR UP TO 3,936,000 SHARES OF THE COMPANY TO THE
EXECUTIVES AND THE TOP MANAGERS, ON OR BEFORE 13 MAY 2009
2004 STOCK OPTION PLAN ; APPROVE TO INCREASE THE SHARE
CAPITAL BY UP TO EUR 3,800,000, INSOFAR AS STOCK OPTIONS
ARE EXERCISED; AND AUTHORIZE THE COMPANY TO USE THE
PREVIOUSLY CREATED CONTINGENT CAPITAL, AS WELL AS
ACQUIRED OWN SHARES, FOR THE FULFILLMENT OF THE STOCK
OPTIONS; AND AMEND THE CORRESPONDING ARTICLES OF
ASSOCIATION
- ----------------------------------------------------------------------------------------------------
Issuer: CREDIT AGRICOLE SA, PARIS
Ticker: N/A CUSIP: N/A
Meeting Date 5/19/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #E.16: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION FOR THE AUTHORITY CONFERRED BY THE EGM OF 21
MAY 2003, TO PROCEED, IN FRANCE OR ABROAD, WITH THE
ISSUE OF SECURITIES FOR A MAXIMUM NOMINAL AMOUNT OF EUR
1,000,000,000.00; AUTHORITY EXPIRES IN 26 MONTHS ; AND
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.17: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION FOR THE AUTHORITY CONFERRED BY THE EGM OF 21
MAY 2003, TO PROCEED WITHOUT THE PREFERENTIAL RIGHT, IN
FRANCE OR ABROAD, WITH THE ISSUE OF SECURITIES FOR A
MAXIMUM NOMINAL AMOUNT OF EUR 1,000,000,000.00;
AUTHORITY EXPIRES IN 26 MONTHS ; AND AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.18: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION FOR THE AUTHORITY CONFERRED BY THE COMBINED
GENERAL MEETING OF THE ON 21 MAY 2003, TO INCREASE THE
COMPANY SHARE CAPITAL ON ITS SOLE DECISION BY A MAXIMUM
NOMINAL AMOUNT OF EUR 3,000,000,000.00; AUTHORITY
EXPIRES IN 26 MONTHS ; AND AUTHORIZE THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
PROPOSAL #E.19: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
GRANT, IN ONE OR SEVERAL STAGES, TO THE GROUPE CREDIT
AGRICOLE WAGE EARNERS WHO ARE MEMBERS OF AN ENTERPRISE
SAVING PLAN, STOCK OPTIONS GRANTING THE RIGHT TO
SUBSCRIBE TO THE COMPANY'S SHARES
PROPOSAL #E.20: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
REDUCE THE SHARE CAPITAL BY RETIRING SHARES
PROPOSAL #E.21: GRANT POWERS ISSUER NO N/A N/A
PROPOSAL #O.1: RECEIVE THE BOARD OF DIRECTORS REPORT AND ISSUER NO N/A N/A
THE GENERAL AUDITORS REPORT; APPROVE THE ACCOUNTS AND
THE BALANCE SHEET FOR THE FY 2003; AND APPROVE THE NON
DEDUCTIBLE EXPENSES OF EUR 37,229.87 AND GRANT DISCHARGE
TO THE DIRECTORS FOR THE COMPLETION OF ITS ASSIGNMENT FOR
THE CURRENT YEAR
PROPOSAL #O.2: RECEIVE THE CONSOLIDATED ACCOUNTS AND THE ISSUER NO N/A N/A
BOARD OF DIRECTORS REPORT FOR THE GROUP IS INCLUDED IN
THE BOARD OF DIRECTORS REPORT
PROPOSAL #O.3: APPROVE THE APPROPRIATION OF PROFITS AS ISSUER NO N/A N/A
FOLLOWS: PROFITS FOR THE FY: EUR 611,124,134.64; PRIOR
RETAINED EARNINGS: EUR 152,675,986.00; DISTRIBUTABLE
PROFITS: EUR 763,800,120.64; LEGAL RESERVE: EUR
30,556,206.73; THE BALANCE: EUR 810,437,340.35 IS
INCREASED BY THE AMOUNT OF EUR 77,193,426, CHARGED TO THE
OPTIONAL RESERVE; AND, THE SHAREHOLDERS WILL RECEIVE A
NET DIVIDEND OF EUR 0.55, WITH A CORRESPONDING TAX CREDIT
OF EUR 0.275; THIS DIVIDEND WILL BE PAID ON 28 MAY 2004
PROPOSAL #O.4: APPROVE THE SPECIAL AUDITORS REPORT, IN ISSUER NO N/A N/A
ACCORDANCE WITH THE PROVISIONS OF THE ARTICLE L.225-38
AND FOLLOWING OF THE COMMERCIAL LAW
PROPOSAL #O.5: APPOINT MR. ALAIN DIEVAL, AS A DIRECTOR OF ISSUER NO N/A N/A
THE COMPANY; AUTHORITY EXPIRE ON 31 DEC 2004
PROPOSAL #O.6: APPOINT MR. DANIEL LEBEGUE, AS A DIRECTOR ISSUER NO N/A N/A
OF THE COMPANY; AUTHORITY EXPIRE ON 31 DEC 2004
PROPOSAL #O.7: APPOINT MR. MICHAUT, AS A DIRECTOR OF THE ISSUER NO N/A N/A
COMPANY; AUTHORITY EXPIRE ON 31 DEC 2004
PROPOSAL #O.8: APPROVE TO RENEW THE TERM OF OFFICE OF MR. ISSUER NO N/A N/A
PIERRE BRU AS A DIRECTOR FOR 3 YEARS
PROPOSAL #O.10: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. PIERRE KERFRIDEN AS A DIRECTOR FOR 3 YEARS
PROPOSAL #O.11: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. JEAN LE BRUN AS A DIRECTOR FOR 3 YEARS
PROPOSAL #O.12: APPROVE THE RESIGNATION OF MR. ALAIN LAIN ISSUER NO N/A N/A
AS STATUTORY AUDITOR AND MR. MAZARS GU RARD AS DEPUTY
AUDITOR
PROPOSAL #O.13: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION FOR THE AUTHORITY BY RESOLUTION NUMBER 11 OF
THE GENERAL MEETING OF 23 MAY 2003, TO PROCEED, IN
FRANCE OR ABROAD, WITH THE ISSUE OF BONDS AND ASSIMILATED
DEBT SECURITIES, UP TO A NOMINAL AMOUNT OF EUR
20,000,000,000.00; AUTHORITY EXPIRES IN 5 YEARS ; AND
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #O.14: APPROVE TO ALLOCATE THE AMOUNT OF EUR ISSUER NO N/A N/A
670,000.00 AS ATTENDANCE FEES TO THE DIRECTORS
PROPOSAL #O.15: AUTHORIZE THE BOARD, IN SUBSTITUTION FOR ISSUER NO N/A N/A
THE AUTHORITY OF THE OGM ON 21 MAY 2003, TO TRADE THE
COMPANY'S SHARES ON THE STOCK EXCHANGE IN VIEW OF
ADJUSTING THEIR PRICE AS PER THE FOLLOWING CONDITIONS:
MAXIMUM PURCHASE PRICE: EUR 30.00; MINIMUM SELLING PRICE:
EUR 3.00; MAXIMUM NUMBER OF SHARES TO BE TRADED: 10%;
AND, THE TOTAL AMOUNT DEDICATED TO THE PURCHASE OF ITS
SHARES BEING EUR 2,000,000,000.00; AUTHORITY EXPIRES AT
THE END OF 18 MONTHS ; AND AUTHORIZE THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
PROPOSAL #O.9: APPROVE TO RENEW THE TERM OF OFFICE OF MR. ISSUER NO N/A N/A
YVES COUTURIER AS A DIRECTOR FOR 3 YEARS
- ----------------------------------------------------------------------------------------------------
Issuer: DBS GROUP HOLDINGS LTD
Ticker: N/A CUSIP: N/A
Meeting Date 4/30/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
AGM PROPOSAL #1.: RECEIVE AND APPROVE THE DIRECTORS ISSUER YES FOR N/A
REPORT AND THE AUDITED ACCOUNTS FOR THE YE 31 DEC 2003
AND THE AUDITORS REPORT THEREON
AGM PROPOSAL #2A.: DECLARE A FINAL DIVIDEND OF 16 CENTS ISSUER YES FOR N/A
PER ORDINARY SHARE, LESS INCOME TAX FOR THE YE 31 DEC
2003
AGM PROPOSAL #2B.: DECLARE A FINAL DIVIDEND OF 16 CENTS ISSUER YES FOR N/A
PER NON-VOTING CONVERTIBLE PREFERENCE SHARE, LESS INCOME
TAX FOR THE YE 31 DEC 2003
AGM PROPOSAL #2C.: DECLARE A FINAL DIVIDEND OF 16 CENTS ISSUER YES FOR N/A
PER NON-VOTING REDEEMABLE CONVERTIBLE PREFERENCE SHARE,
LESS INCOME TAX FOR THE YE 31 DEC 2003
AGM PROPOSAL #3.: APPROVE TO SANCTION THE AMOUNT OF SGD ISSUER YES FOR N/A
647,851 PROPOSED AS THE DIRECTORS FEES FOR 2003
AGM PROPOSAL #4.: APPOINT MESSRS. ERNST AND YOUNG AS THE ISSUER YES ABSTAIN N/A
AUDITORS OF THE COMPANY AND AUTHORIZE THE DIRECTORS TO
FIX THEIR REMUNERATION
AGM PROPOSAL #5A.a: RE-ELECT MR. S. DHANABALAN AS A ISSUER YES ABSTAIN N/A
DIRECTOR, WHO RETIRES UNDER ARTICLE 95 OF THE COMPANY'S
ARTICLES OF ASSOCIATION
AGM PROPOSAL #5A.b: RE-ELECT MR. BERNARD CHEN TIEN LAP AS ISSUER YES ABSTAIN N/A
A DIRECTOR, WHO RETIRES UNDER ARTICLE 95 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
AGM PROPOSAL #5A.c: RE-ELECT MR. FOCK SIEW WAH AS A ISSUER YES ABSTAIN N/A
DIRECTOR, WHO RETIRES UNDER ARTICLE 95 OF THE COMPANY'S
ARTICLES OF ASSOCIATION
AGM PROPOSAL #5B.a: RE-ELECT MR. KWA CHONG SENG AS A ISSUER YES ABSTAIN N/A
DIRECTOR, WHO RETIRES UNDER ARTICLE 101 OF THE COMPANY'S
ARTICLES OF ASSOCIATION
AGM PROPOSAL #5B.b: RE-ELECT AS MR. N.R. NARAYANA MURTHY ISSUER YES ABSTAIN N/A
AS A DIRECTOR, WHO RETIRES UNDER ARTICLE 101 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
AGM PROPOSAL #5B.c: RE-ELECT MR. FRANK WONG KWONG SHING ISSUER YES ABSTAIN N/A
AS A DIRECTOR, WHO RETIRES UNDER ARTICLE 101 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
AGM PROPOSAL #5C.: RE-APPOINT MR. THEAN LIP PING AS A ISSUER YES ABSTAIN N/A
DIRECTOR, WHO RETIRES PURSUANT TO SECTION 153(2) OF THE
COMPANIES ACT, CHAPTER 50
AGM PROPOSAL #6A.: AUTHORIZE THE BOARD OF DIRECTORS OF ISSUER YES FOR N/A
THE COMPANY TO OFFER AND GRANT OPTIONS IN ACCORDANCE WITH
THE PROVISIONS OF THE DBSH SHARE OPTION PLAN AND TO
ALLOT AND ISSUE FROM TIME TO TIME SUCH NUMBER OF ORDINARY
SHARES OF SGD 1.00 EACH IN THE CAPITAL OF THE COMPANY
DBSH ORDINARY SHARES AS MAY BE REQUIRED TO BE ISSUED
PURSUANT TO THE EXERCISE OF THE OPTIONS UNDER THE DBSH
SHARE OPTION PLAN PROVIDED ALWAYS THAT THE AGGREGATE
NUMBER OF NEW DBSH ORDINARY SHARES TO BE ISSUED PURSUANT
TO THE DBSH SHARE OPTION PLAN AND DBSH PERFORMANCE SHARE
PLAN SHALL NOT EXCEED 15% OF THE ISSUED SHARE CAPITAL OF
THE COMPANY FROM TIME TO TIME
AGM PROPOSAL #6B.: AUTHORIZE THE BOARD OF DIRECTORS OF ISSUER YES FOR N/A
THE COMPANY TO OFFER AND GRANT AWARDS IN ACCORDANCE WITH
THE PROVISIONS OF THE DBSH PERFORMANCE SHARE PLAN AND TO
ALLOT AND ISSUE FROM TIME TO TIME SUCH NUMBER OF DBSH
ORDINARY SHARES AS MAY BE REQUIRED TO BE ISSUED PURSUANT
TO THE VESTING OF AWARDS UNDER THE DBSH PERFORMANCE SHARE
PLAN, PROVIDED ALWAYS THAT THE AGGREGATE NUMBER OF NEW
DBSH ORDINARY SHARES TO BE ISSUED PURSUANT TO THE DBSH
PERFORMANCE SHARE PLAN AND DBSH SHARE OPTION PLAN SHALL
NOT EXCEED 15% OF THE ISSUED SHARE CAPITAL OF THE COMPANY
FROM TIME TO TIME
AGM PROPOSAL #6C.: ISSUE STOCK WITH AND WITHOUT ISSUER YES FOR N/A
PREEMPTIVE RIGHTS
EGM PROPOSAL #O.2: SET DIVIDEND/ALLOCATE PROFITS ISSUER YES FOR N/A
EGM PROPOSAL #O.3: APPROVE DIRECTORS' FEES ISSUER YES FOR N/A
EGM PROPOSAL #S.1: AMEND ARTICLES 2, 4, 9(B), 11(A), 19, ISSUER YES FOR N/A
88(B), 91, 109, 114, 123, 138, 148 AND 152 OF THE
ARTICLES OF ASSOCIATION OF THE COMPANY AND TO THE EXTENT
AS SPECIFIED
- ----------------------------------------------------------------------------------------------------
Issuer: DENWAY MOTORS LTD
Ticker: N/A CUSIP: N/A
Meeting Date 5/10/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: RECEIVE AND APPROVE THE AUDITED ACCOUNTS ISSUER YES FOR N/A
AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS FOR THE
YE 31 DEC 2003
PROPOSAL #2.: DECLARE A FINAL DIVIDEND AND A SPECIAL ISSUER YES FOR N/A
DIVIDEND
PROPOSAL #3.: ELECT THE DIRECTORS AND AUTHORIZE THE BOARD ISSUER YES ABSTAIN N/A
TO FIX THEIR REMUNERATION
PROPOSAL #4.: RE-APPOINT THE AUDITORS AND AUTHORIZE THE ISSUER YES ABSTAIN N/A
BOARD TO FIX THEIR REMUNERATION
PROPOSAL #5.: APPROVE TO INCREASE THE AUTHORIZED SHARE ISSUER YES AGAINST N/A
CAPITAL OF THE COMPANY FROM HKD 400,000,000 TO HKD
1,000,000,000 BY THE CREATION OF 6,000,000,000 ADDITIONAL
SHARES OF HKD 0.10 EACH
PROPOSAL #6.: APPROVE BOND ISSUE ISSUER YES AGAINST N/A
PROPOSAL #7.: AUTHORIZE THE DIRECTORS OF THE COMPANY TO ISSUER YES FOR N/A
REPURCHASE SHARES IN THE CAPITAL OF THE COMPANY DURING
THE RELEVANT PERIOD, ON THE STOCK EXCHANGE OF HONG KONG
LIMITED THE STOCK EXCHANGE OR ANY OTHER STOCK EXCHANGE
ON WHICH THE SHARES OF THE COMPANY MAY BE LISTED AND
RECOGNIZED BY THE SECURITIES AND FUTURES COMMISSION AND
THE STOCK EXCHANGE FOR SUCH PURPOSES, SUBJECT TO AND IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND REQUIREMENTS OF
THE RULES GOVERNING THE LISTING OF SECURITIES ON THE
STOCK EXCHANGE OR OF ANY OTHER STOCK EXCHANGE AS AMENDED
FROM TIME TO TOME, NOT EXCEEDING 10% OF THE AGGREGATE
NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE
COMPANY; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATION OF THE
PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY IS TO BE
HELD BY LAW
PROPOSAL #8.: AUTHORIZE THE DIRECTORS OF THE COMPANY TO ISSUER YES AGAINST N/A
ALLOT, ISSUE AND DEAL WITH ADDITIONAL SHARES IN THE
CAPITAL OF THE COMPANY AND MAKE OR GRANT OFFERS,
AGREEMENTS AND OPTIONS INCLUDING WARRANTS, BONDS,
DEBENTURES, NOTES AND OTHER SECURITIES WHICH CARRY RIGHTS
TO SUBSCRIBE FOR OR ARE CONVERTIBLE INTO SHARES OF THE
COMPANY DURING AND AFTER THE RELEVANT PERIOD, NOT
EXCEEDING 20% OF THE AGGREGATE NOMINAL AMOUNT OF THE
ISSUED SHARE CAPITAL OF THE COMPANY OTHERWISE THAN
PURSUANT TO: A) A RIGHTS ISSUE; OR B) AN ISSUE OF SHARES
UPON THE EXERCISE OF SUBSCRIPTION RIGHTS UNDER ANY OPTION
SCHEME OR SIMILAR ARRANGEMENT; OR C) ANY ISSUE OF SHARES
PURSUANT TO THE EXERCISE OF RIGHTS OR SUBSCRIPTION OR
CONVERSION UNDER THE TERMS OF ANY WARRANTS, BONDS,
DEBENTURES, NOTES AND OTHER SECURITIES OF THE COMPANY
WHICH CARRY RIGHTS TO SUBSCRIBE FOR OR ARE CONVERTIBLE
INTO SHARES OF THE COMPANY; OR D) AN ISSUE OF SHARES
PURSUANT TO ANY SCRIP DIVIDEND OR SIMILAR ARRANGEMENT;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR THE EXPIRATION OF THE PERIOD
WITHIN WHICH THE NEXT AGM IS TO BE HELD BY LAW
PROPOSAL #9.: APPROVE, CONDITIONAL UPON THE PASSING OF ISSUER YES FOR N/A
RESOLUTIONS 7 AND 8, TO EXTEND THE GENERAL MANDATE
GRANTED TO THE DIRECTORS OF THE COMPANY TO ALLOT, ISSUE
AND DEAL WITH ANY ADDITIONAL SHARES OF THE COMPANY
PURSUANT TO RESOLUTION 8, BY AN AMOUNT REPRESENTING THE
AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE
COMPANY REPURCHASED BY THE COMPANY PURSUANT TO RESOLUTION
7, PROVIDED THAT SUCH AMOUNT DOES NOT EXCEED 10% OF THE
AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF
THE COMPANY AT THE DATE OF PASSING THIS RESOLUTION
PROPOSAL #S.10: AMEND ARTICLE 2, 73, 82, 89,100,105, 107, ISSUER YES FOR N/A
135 AND 178 OF THE ARTICLES OF ASSOCIATION OF THE
COMPANY
- ----------------------------------------------------------------------------------------------------
Issuer: DEUTSCHE BANK AG, FRANKFURT AM MAIN
Ticker: N/A CUSIP: N/A
Meeting Date 6/2/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
AGM PROPOSAL #1.: PRESENTATION OF THE ESTABLISHED ANNUAL ISSUER YES FOR N/A
FINANCIAL STATEMENTS AND THE MANAGEMENT; REPORT FOR THE
2003 FINANCIAL YEAR, WITH THE REPORT OF THE SUPERVISORY
BOARD, PRESENTATION OF THE CONSOLIDATED FINANCIAL
STATEMENTS AND THE GROUP MANAGEMENT REPORT (ACCORDING TO
U.S. GAAP) FOR THE 2003 FINANCIAL YEAR
AGM PROPOSAL #2.: APPROPRIATION OF DISTRIBUTABLE PROFIT; ISSUER YES FOR N/A
THE BOARD OF MANAGING DIRECTORS AND THE SUPERVISORY BOARD
PROPOSE THE FOLLOWING RESOLUTION: THE DISTRIBUTABLE
PROFIT OF EUR 872,781,369.00 WILL BE USED FOR PAYMENT OF
A DIVIDEND OF EUR 1.50 PER NO PAR VALUE SHARE ELIGIBLE
FOR PAYMENT OF A DIVIDEND. THE REMAINING AMOUNT, WHICH IS
ATTRIBUTABLE TO OWN SHARES, WILL BE CARRIED FORWARD TO
NEW ACCOUNT.
AGM PROPOSAL #3.: RATIFICATION OF THE ACTS OF MANAGEMENT ISSUER YES FOR N/A
OF THE BOARD OF MANAGING DIRECTORS FOR THE 2003 FINANCIAL
YEAR; THE BOARD OF MANAGING DIRECTORS AND THE
SUPERVISORY BOARD PROPOSE THAT THE ACTS OF MANAGEMENT BE
RATIFIED.
AGM PROPOSAL #4.: RATIFICATION OF THE ACTS OF MANAGEMENT ISSUER YES FOR N/A
OF THE SUPERVISORY BOARD FOR THE 2003 FINANCIAL YEAR; THE
BOARD OF MANAGING DIRECTORS AND THE SUPERVISORY BOARD
PROPOSE THAT THE ACTS OF MANAGEMENT BE RATIFIED.
AGM PROPOSAL #5.: ELECTION OF THE AUDITOR FOR THE 2004 ISSUER YES FOR N/A
FINANCIAL YEAR; THE SUPERVISORY BOARD PROPOSES THAT KPMG
DEUTSCHE TREUHAND-GESELLSCHAFT AKTIENGESELLSCHAFT
WIRTSCHAFTSPRUFUNGSGESELLSCHAFT, FRANKFURT AM MAIN, BE
APPOINTED AUDITOR FOR THE 2004 FINANCIAL YEAR.
AGM PROPOSAL #6.: AUTHORIZATION TO ACQUIRE OWN SHARES FOR ISSUER YES FOR N/A
TRADING PURPOSES (SECTION 71 (1) NO. 7 STOCK CORPORATION
ACT); THE BOARD OF MANAGING DIRECTORS AND THE
SUPERVISORY BOARD PROPOSE THE FOLLOWING RESOLUTION: THE
COMPANY IS AUTHORIZED TO BUY AND SELL, FOR THE PURPOSE OF
SECURITIES TRADING, OWN SHARES ON OR BEFORE NOVEMBER 30,
2005 AT PRICES WHICH DO NOT EXCEED OR FALL SHORT OF THE
AVERAGE SHARE PRICE ON THE RESPECTIVE THREE PRECEDING
STOCK EXCHANGE TRADING DAYS (CLOSING AUCTION PRICE OF THE
DEUTSCHE BANK SHARE IN XETRA TRADING AND/OR A COMPARABLE
SUCCESSOR SYSTEM REPLACING THE XETRA SYSTEM ON THE
FRANKFURT STOCK EXCHANGE) BY MORE THAN 10 %. IN THIS
CONTEXT, THE SHARES ACQUIRED FOR THIS PURPOSE MAY NOT, AT
THE END OF ANY DAY, EXCEED 5% OF THE SHARE CAPITAL OF
DEUTSCHE BANK AG. THE EXISTING AUTHORIZATION GIVEN BY THE
GENERAL MEETING ON JUNE 10, 2003, AND VALID UNTIL
SEPTEMBER 30, 2004, TO ACQUIRE OWN SHARES FOR TRADING
PURPOSES IS CANCELLED AS FROM THE COMING INTO FORCE OF
THE NEW AUTHORIZATION.
AGM PROPOSAL #7.: AUTHORIZE SHARE REPURCHASE; APPROVE ISSUER YES FOR N/A
REISSUANCE OF SHARES
AGM PROPOSAL #8.: INCREASE AUTHORIZED CAPITAL; ISSUE ISSUER YES FOR N/A
STOCK WITH OR WITHOUT PREEMPTIVE RIGHTS
AGM PROPOSAL #9.: INCREASE AUTHORIZED CAPITAL; ISSUE ISSUER YES FOR N/A
STOCK WITH OR WITHOUT PREEMPTIVE RIGHTS
AGM PROPOSAL #10.: ISSUE CONVERTIBLE DEBT INSTRUMENTS; ISSUER YES FOR N/A
INCREASE AUTHORIZED CAPITAL; ISSUE SHARES WITHOUT
PREEMPTIVE RIGHTS; AMEND ARTICLES TO REFLECT CAPITAL
INCREASE
OGM PROPOSAL #A.: SHAREHOLDER HANS-WALTER SHAREHOLDER NO N/A N/A
GRUNEWALDER,WUPPERTAL,RE AGENDA ITEM 4: RATIFICATION OF
THE ACTS OF MANAGEMENT OF THE CHAIRMAN OF THE SUPERVISORY
BOARD, DR.ROLF BREUER,IS TO BE REFUSED. REASON: ANY
EMPLOYEE OF DEUTSCHE BANK AG BELOW THE LEVEL OF BOARD OF
MANAGING DIRECTORS WOULD PRESUMABLY HAVE BEEN DISMISSED
WITHOUT NOTICE IF HE HAD TALKED ABOUT A CUSTOMER IN THE
WAY THAT DR.BREUER TALKED ABOUT THE KIRCH GROUP.IT 'S
SIMPLY A QUESTION OF FAIRNESS THAT THE SAME SHOULD BE
EXPECTED OF MEMBERS OF THE BOARD OF MANAGING DIRECTORS
AND MEMBERS OF THE SUPERVISORY BOARD AS IS EXPECTED OF
EVERY EMPLOYEE OF THE BANK,AND THAT THEY SHOULD HAVE TO
TAKE THE SAME CONSEQUENCES. IF, THEREFORE,DR.BREUER WERE
TO LAY CLAIM TO THE INTEGRITY AND DECENCY THAT HAVE
CHARACTERIZED MANY OF HIS PREDECESSORS,HE WOULD STEP DOWN
FROM HIS MANDATE BY NO LATER THAN THE COMING GENERAL
MEETING.IF HE WERE NOT TO DO SO,THE SHAREHOLDERS WOULD BE
CALLED UPON TO MAKE IT CLEAR TO HIM BY REFUSING TO
RATIFY HIS ACTS OF MANAGEMENT THAT HE HAS DISQUALIFIED
HIMSELF,THROUGH HIS STATEMENT,FROM MEMBERSHIP OF THE
SUPERVISORY BOARD OF DEUTSCHE BANK AG.THE ARGUMENT THAT
HE SHOULD REMAIN ON THAT BODY BECAUSE HIS ABILITIES AND
KNOW-HOW WERE STILL NEEDED DOES NOT HOLD,THE REASON BEING
THAT THERE IS A SECOND FORMER MEMBER OF THE BANK'S BOARD
OF MANAGING DIRECTORS ON THE SUPERVISORY BOARD IN THE
PERSON OF DR.CARTELLIERI. IT WOULD NOT BE MUCH OF A
PROBLEM FOR HIM TO ASSUME THE SUPERVISORY BOARD CHAIR.
OGM PROPOSAL #B.: SHAREHOLDER DR.MICHAEL SHAREHOLDER NO N/A N/A
T.BOHNDORF,IBIZA,RE AGENDA ITEM 4: RATIFICATION OF THE
ACTS OF MANAGEMENT OF THE SUPERVISORY BOARD IS TO BE
RESOLVED BY THE GENERAL MEETING FOR EACH MEMBER
INDIVIDUALLY (SECTION 120 I 2 GERMAN STOCK CORPORATION
ACT) ACCORDING TO THE CORPORATE GOVERNANCE REPORT,THE
MEMBERS OF THE SUPERVISORY BOARD RESOLVE IN COMMITTEES
WHICH DO NOT CONSIST OF EQUAL NUMBERS OF MEMBERS ELECTED
BY THE GENERAL MEETING AND STAFF REPRESENTATIVES;ELEVEN
STAFF REPRESENTATIVES ARE NOT PRESENT ON THE COMMITTES AT
ALL;THERE IS NOT A SINGLE STAFF REPRESENTATIVE ON THE
COMMITTEE FOR CREDIT RISKS;THE FORMATION OF THE
COMMITTEES IS NOT DESCRIBED;THERE ARE NO TERMS OF
REFERENCE FOR THE CREDIT COMMITTEE AND THE MEDIATION
COMMITTEE;THE AUDIT COMMITTEE,CONTRARY TO SECTION L07 III
2,,171 GERMAN STOCK CORPORATION ACT,DOES NOT DISTINGUISH
CLEARLY BETWEEN THE PREPARATION OF THE ESTABLISHMENT OF
THE ANNUAL FINANCIAL STATEMENTS AND THE ACTUAL
RESOLUTION;AND THEREFORE THE ACTIVITIES OF EACH MEMBER OF
THE SUPERVISORY BOARD CAN ONLY BE APPROVED FOR EACH
MEMBER INDIVIDUALLY. I THEREFORE INTEND TO OPPOSE THE
RESOLUTION PROPOSED FOR THE GENERAL MEETING ON JUNE
2,2004,UNDER AGENDA ITEM NO.4 (RATIFICATION OF THE ACTS
OF MANAGEMENT OF THE SUPERVISORY BOARD FOR THE 2003
FINANCIAL YEAR)AND TO URGE THE SHAREHOLDERS PRESENT TO
VOTE IN FAVOUR OF MY ABOVE PROPOSAL.
- ----------------------------------------------------------------------------------------------------
Issuer: E.ON AKTIENGESELLSCHAFT EON, DUESSELDORF
Ticker: N/A CUSIP: N/A
Meeting Date 4/28/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND THE ISSUER NO N/A N/A
ANNUAL REPORT FOR THE FY 2003 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND THE
GROUP ANNUAL REPORT
PROPOSAL #2.: APPROVE THE APPROPRIATION OF THE ISSUER NO N/A N/A
DISTRIBUTABLE PROFIT OF EUR 1,312,052,802 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 2 PER NO-PAR SHARE;
EX-DIVIDEND AND PAYABLE DATE: 29 APR 2004
PROPOSAL #3.: RATIFY THE ACTS OF THE BOARD OF MANAGING ISSUER NO N/A N/A
DIRECTORS
PROPOSAL #4.: RATIFY THE ACTS OF THE SUPERVISORY BOARD ISSUER NO N/A N/A
PROPOSAL #5.: AMEND THE ARTICLES OF ASSOCIATION REGARDING ISSUER NO N/A N/A
THE SHAREHOLDER MEETING HAVING THE POWER TO APPROVE
STOCK DIVIDENDS
PROPOSAL #6.: APPROVE THE CONTROL AND PROFIT TRANSFER ISSUER NO N/A N/A
AGREEMENT WITH THE COMPANYS WHOLLY-OWNED E. ON NORDIC
HOLDING GMBH, WITH EFFECT FROM 01 JAN 2004 UNTIL AT LEAST
31 DEC 2008
PROPOSAL #7.: AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES ISSUER NO N/A N/A
OF UP TO 10% OF ITS SHARE CAPITAL, AT PRICES NOT
DIFFERING MORE THAN 20% FROM THEIR MARKET PRICE, ON OR
BEFORE 28 JAN 2005; AUTHORIZE THE BOARD OF MANAGING
DIRECTORS TO DISPOSE OF THE SHARES IN A MANNER OTHER THAN
THE STOCK EXCHANGE OR A RIGHTS OFFERING IF THE SHARES
ARE SOLD AT A PRICE NOT MATERIALLY BELOW THEIR MARKET
PRICE, USED FOR ACQUISITION PURPOSES OR FOR SATISFYING
EXISTING OPTION AND CONVERSION RIGHTS, OR ISSUED TO THE
COMPANYS AND ITS AFFILIATES EMPLOYEES; THE SHARES MAY
ALSO BE RETIRED
PROPOSAL #8.: APPOINT PRICEWATERHOUSECOOPERS, DEUTSCHE ISSUER NO N/A N/A
REVISION AG, DUSSELDORF, AS THE AUDITORS FOR THE FY 2004
- ----------------------------------------------------------------------------------------------------
Issuer: ENI SPA, ROMA
Ticker: N/A CUSIP: N/A
Meeting Date 5/25/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #E.1: AMEND THE ARTICLES 2.1, 11.2, 12.2, 13, ISSUER NO N/A N/A
16.1, 17.2, 17.3, 19.3 AND 23 OF ENI BY-LAWS PURSUANT TO
THE LEGISLATIVE DECREE NO. 6 DATED 17 JAN 2003
PROPOSAL #E.2: AMEND ARTICLES 17.3, 19.1 AND 28.1 OF ENI ISSUER NO N/A N/A
BY-LAWS
PROPOSAL #O.1: RECEIVE THE FINANCIAL STATEMENT AND THE ISSUER NO N/A N/A
CONSOLIDATED FINANCIAL STATEMENT AT 31 DEC 2003 AND ALSO
THE BOARD OF DIRECTORS AND THE AUDITORS REPORT
PROPOSAL #O.2: APPROVE THE ALLOCATION OF NET INCOME ISSUER NO N/A N/A
PROPOSAL #O.3: GRANT AUTHORITY TO PURCHASE ENI SHARES ISSUER NO N/A N/A
PROPOSAL #O.4: APPOINT THE INDEPENDENT AUDITORS FOR THE ISSUER NO N/A N/A
THREE-YEAR PERIOD 2004-2006
PROPOSAL #O.5: AMENDMENT TO ARTICLE 2.1 OF ENI S.P.A.'S ISSUER NO N/A N/A
SHAREHOLDERS MEETING REGULATION
PROPOSAL #O.6: APPROVE THE EMOLUMENTS OF THE DIRECTORS ISSUER NO N/A N/A
- ----------------------------------------------------------------------------------------------------
Issuer: ETABLISSEMENTS DELHAIZE FRERES ET CIE -LE LION
Ticker: N/A CUSIP: N/A
Meeting Date 4/30/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: APPROVE THE CONFIRMATION OF THE ISSUER NO N/A N/A
ADMINISTRATUER MANDATE OF DR. WILLIAM L. ROPER
PROPOSAL #2.: AUTHORIZE THE DIRECTORS TO ACQUIRE OR TAKE ISSUER NO N/A N/A
IN PAWN OR TO SELL A MAXIMUM OF 10% OF ISSUED SHARES AT A
MINIMUM PRICE OF EUR 1 FOR A PERIOD OF 18 MONTHS
PROPOSAL #3.: GRANT ALL EXECUTIVE POWER TO THE BOARD OF ISSUER NO N/A N/A
DIRECTORS
- ----------------------------------------------------------------------------------------------------
Issuer: ETABLISSEMENTS DELHAIZE FRERES ET CIE LE LION - GROUPE DELHAIZE SA, BRUXELLES
Ticker: N/A CUSIP: N/A
Meeting Date 5/27/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
EGM PROPOSAL #1.: AUTHORIZE THE BOARD OF DIRECTORS AND ISSUER NO N/A N/A
SUBSIDIARIES TO PURCHASE, TAKE IN PAWN AND SELL OWN
SHARES FOR A PERIOD OF 18 MONTHS
EGM PROPOSAL #2.: GRANT ALL POWERS TO THE BOARD OF ISSUER NO N/A N/A
DIRECTORS
OGM PROPOSAL #1.: RECEIVE THE REPORT OF THE MANAGING ISSUER NO N/A N/A
BOARD ON FY 2003
OGM PROPOSAL #2.: RECEIVE THE REPORT OF THE AUDITORS ISSUER NO N/A N/A
OGM PROPOSAL #3.: RECEIVE THE CONSOLIDATED ACCOUNTS AND ISSUER NO N/A N/A
THE REPORT OF THE BOARD OF DIRECTORS INCLUSIVE OF REPORT
FOR THE GROUP
OGM PROPOSAL #4.: APPROVE THE YEAR 2003 ANNUAL REPORT, ISSUER NO N/A N/A
THE ACCOUNTS AND THE CONSOLIDATED ACCOUNTS OF THE COMPANY
OGM PROPOSAL #5.: GRANT DISCHARGE TO THE BOARD OF ISSUER NO N/A N/A
DIRECTORS FOR THE COMPLETION OF ITS ASSIGNMENT FOR THE
CURRENT YEAR
OGM PROPOSAL #6.: APPROVE THE YEARLY REMUNERATION FOR THE ISSUER NO N/A N/A
MEMBERS OF THE SUPERVISORY BOARD AS: MEMBERS: EUR 70.000
PER YEAR; VICE CHAIRMAN: EUR 70.000 PLUS 10.000 PER
YEAR; CHAIRMAN: EUR 140.000
OGM PROPOSAL #7.: GRANT DISCHARGE TO THE AUDITOR ISSUER NO N/A N/A
OGM PROPOSAL #8.1: APPROVE THE RENEWAL THE TERM OF THE ISSUER NO N/A N/A
OFFICE OF THE BARON GUI DE VAUCLEROY AS A ADMINISTRATOR
FOR A PERIOD OF 1 YEAR
OGM PROPOSAL #8.2: APPROVE THE RENEWAL THE TERM OF THE ISSUER NO N/A N/A
OFFICE OF THE COUNT GOBLET D ALVIELLA AS A ADMINISTRATOR
FOR A PERIOD OF 3 YEARS
OGM PROPOSAL #8.3: APPROVE THE RENEWAL OF THE TERM OF THE ISSUER NO N/A N/A
OFFICE OF MR. ROBERT J. MURRAY AS A ADMINISTRATOR FOR A
PERIOD OF 3 YEARS
OGM PROPOSAL #8.4: APPOINT DR. WILLIAM L. ROPER AS A ISSUER NO N/A N/A
ADMINISTRATOR FOR A PERIOD OF 3 YEARS
OGM PROPOSAL #8.5: APPOINT MR. EDWARD NEVILLE AS A ISSUER NO N/A N/A
ADMINISTRATOR FOR A PERIOD OF 3 YEARS
OGM PROPOSAL #9.1: APPOINT BARON DE COOMAN D HERLINCKOVE ISSUER NO N/A N/A
AS A ADMINISTRATOR
OGM PROPOSAL #9.2: APPOINT COUNT DE PRET ROOSE DE ISSUER NO N/A N/A
CALESBERG AS A ADMINISTRATOR
OGM PROPOSAL #9.3: APPOINT BARON GEORGES JACOBS AS A ISSUER NO N/A N/A
ADMINISTRATOR
OGM PROPOSAL #9.4: APPOINT MR. DIDIER SMITS AS A ISSUER NO N/A N/A
ADMINISTRATOR
OGM PROPOSAL #9.5: APPOINT MR. PHILIPPE STROOBANT AS A ISSUER NO N/A N/A
ADMINISTRATOR
OGM PROPOSAL #9.6: APPOINT MR. FRANS VREYS AS A ISSUER NO N/A N/A
ADMINISTRATOR
OGM PROPOSAL #9.7: APPOINT BARON GUI DE VAUCELEROY AS A ISSUER NO N/A N/A
ADMINISTRATOR
OGM PROPOSAL #9.8: APPOINT COUNT GOBLET D ALVIELLA AS A ISSUER NO N/A N/A
ADMINISTRATOR
OGM PROPOSAL #9.9: APPOINT MR. ROBERT J. MURRAY AS A ISSUER NO N/A N/A
ADMINISTRATOR
OGM PROPOSAL #9.10: APPOINT MR. EDWARD NEVILLE ISDELL AS ISSUER NO N/A N/A
A ADMINISTRATOR
OGM PROPOSAL #9.11: APPOINT DR. WILLIAM L. ROPER AS A ISSUER NO N/A N/A
ADMINISTRATOR
OGM PROPOSAL #10.: APPROVE ALL RESOLUTIONS GIVING THE ISSUER NO N/A N/A
RIGHT TO HOLDERS OF OPTIONS ON SHARES AND CONVERTIBLE
BONDS TO EXERCISE THEM BEFORE MATURATION IN CASE OF TAKE
OVER ON THE COMPANY
- ----------------------------------------------------------------------------------------------------
Issuer: EUROPEAN AERONAUTIC DEFENCE AND SPACE NV
Ticker: N/A CUSIP: N/A
Meeting Date 5/6/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: APPROVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS, AS SUBMITTED TO THE AGM, INCLUDING THE CHAPTER
ON CORPORATE GOVERNANCE, POLICY ON DIVIDENDS AND
REMUNERATION POLICY INCLUDING ARRANGEMENTS FOR THE GRANT
OF STOCK OPTIONS AND RIGHTS TO SUBSCRIBE FOR SHARES FOR
THE MEMBERS OF THE BOARD OF DIRECTORS
PROPOSAL #2.: ADOPT THE AUDITED ANNUAL ACCOUNTS FOR THE ISSUER NO N/A N/A
ACCOUNTING PERIOD FROM 01 JAN 2003 TO 31 DEC 2003, AS
SUBMITTED TO THE AGM BY THE BOARD OF DIRECTORS
PROPOSAL #3.: APPROVE TO ADD THE NET PROFIT OF NLG 152 ISSUER NO N/A N/A
MILLION, AS SHOWN IN THE AUDITED PROFIT AND LOSS
STATEMENT FOR THE FY 2003, TO RETAINED EARNINGS AND A
PAYMENT OF A GROSS AMOUNT OF NLG 0.40 PER SHARE SHALL BE
MADE TO THE SHAREHOLDERS FROM DISTRIBUTABLE RESERVES ON
04 JUN 2004
PROPOSAL #4.: GRANT RELEASE TO THE MEMBERS OF THE BOARD ISSUER NO N/A N/A
OF DIRECTORS FROM THE LIABILITY FOR THE PERFORMANCE OF
THEIR DUTIES DURING AND WITH RESPECT TO THE FY 2003, TO
THE EXTENT THAT THEIR ACTIVITY HAS BEEN REFLECTED IN THE
AUDITED ANNUAL ACCOUNTS FOR THE FY 2003 OR IN THE REPORT
OF THE BOARD OF DIRECTORS
PROPOSAL #5.: APPOINT ERNST & YOUNG ACCOUNTANTS AS THE ISSUER NO N/A N/A
COMPANY'S AUDITORS FOR THE ACCOUNTING PERIOD BEING THE FY
2004
PROPOSAL #6.: APPOINT MR. RUDIGER GRUBE AS A MEMBER OF ISSUER NO N/A N/A
THE BOARD OF DIRECTORS
PROPOSAL #7.: APPOINT MR. FRANCOIS DAVID AS A MEMBER OF ISSUER NO N/A N/A
THE BOARD OF DIRECTORS
PROPOSAL #8.: APPROVE TO CANCEL THE SHARES IN THE COMPANY ISSUER NO N/A N/A
HELD BY THE COMPANY, UP TO A MAXIMUM OF 5,727,515 SHARES
AND AUTHORIZE THE BOARD OF DIRECTORS AND THE CHIEF
EXECUTIVE OFFICERS, WITH POWERS OF SUBSTITUTION, TO
IMPLEMENT THIS RESOLUTION IN ACCORDANCE WITH DUTCH LAW
PROPOSAL #9.: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION OF THE AUTHORITY OF 06 MAY 2003, TO
REPURCHASE SHARES OF THE COMPANY, BY ANY MEANS, INCLUDING
DERIVATIVE PRODUCTS, ON ANY STOCK EXCHANGE OR OTHERWISE,
AS LONG AS, UPON SUCH REPURCHASE, THE COMPANY WILL NOT
HOLD MORE THAN 5% OF THE COMPANY'S ISSUED SHARE CAPITAL
AND AT A PRICE NOT LESS THAN THE NOMINAL VALUE AND NOT
MORE THAN 110% OF THE PRICE AT WHICH THE COMPANY'S SHARES
WERE QUOTED AT CLOSE OF BUSINESS ON ANY STOCK EXCHANGE
ON THE TRADING DAY BEFORE SUCH REPURCHASE; AUTHORITY
EXPIRES AFTER 18 MONTHS FROM THE DATE OF THIS AGM
- ----------------------------------------------------------------------------------------------------
Issuer: FRESENIUS MEDICAL CARE AG, BAD HOMBURG
Ticker: N/A CUSIP: N/A
Meeting Date 5/27/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND THE ISSUER NO N/A N/A
ANNUAL REPORT FOR THE FY 2003 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND THE
GROUP ANNUAL REPORT
PROPOSAL #2.: APPROVE THE APPROPRIATION OF THE ISSUER NO N/A N/A
DISTRIBUTABLE PROFIT OF EUR 781,782,493.26 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 1.02 PER ORDINARY SHARE;
PAYMENT OF A DIVIDEND OF EUR 1.08 PER PREFERENCE SHARE;
EUR 682,071,395.94 SHALL BE CARRIED FORWARD; AND
EX-DIVIDEND AND PAYABLE DATE: 28 MAY 2004
PROPOSAL #3.: RATIFY THE ACTS OF THE BOARD OF MANAGING ISSUER NO N/A N/A
DIRECTORS
PROPOSAL #4.: RATIFY THE ACTS OF THE SUPERVISORY BOARD ISSUER NO N/A N/A
PROPOSAL #5.: APPOINT KPMG, FRANKFURT, AS THE AUDITORS ISSUER NO N/A N/A
FOR THE FY 2004
PROPOSAL #6.: ELECT THE SUPERVISORY BOARD ISSUER NO N/A N/A
- ----------------------------------------------------------------------------------------------------
Issuer: GLAXOSMITHKLINE PLC
Ticker: N/A CUSIP: N/A
Meeting Date 5/17/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: RECEIVE AND ADOPT THE DIRECTOR'S REPORT AND ISSUER YES FOR N/A
THE FINANCIAL STATEMENTS FOR THE YE 31 DEC 2003
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT FOR THE YE ISSUER YES FOR N/A
31 DEC 2003
PROPOSAL #3.: ELECT MR. H. LAWRENCE CULP AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #4.: ELECT MR. CRISPIN DAVIS AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #5.: ELECT SIR. ROBERT WILSON AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #6.: ELECT DR. TACHI YAMADA AS A DIRECTOR OF THE ISSUER YES FOR N/A
COMPANY
PROPOSAL #7.: RE-ELECT SIR. CHRISTOPHER HOGG AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #8.: AUTHORIZE THE AUDIT COMMITTEE TO RE-APPOINT ISSUER YES FOR N/A
PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS TO THE
COMPANY TO HOLD OFFICE FROM THE CONCLUSION OF THE MEETING
TO THE CONCLUSION OF THE NEXT MEETING AT WHICH ACCOUNTS
ARE LAID BEFORE THE COMPANY
PROPOSAL #9.: AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE ISSUER YES FOR N/A
THE REMUNERATION OF THE AUDITORS
PROPOSAL #10.: AUTHORIZE THE COMPANY, FOR THE PURPOSES OF ISSUER YES ABSTAIN N/A
PART XA OF THE COMPANIES ACT 1985, TO MAKE DONATIONS TO
EU POLITICAL ORGANIZATION AND TO INCUR EU POLITICAL
EXPENDITURE UP TO AN AGGREGATE AMOUNT NOT EXCEEDING GBP
100,000; AUTHORITY EXPIRES AT THE CONCLUSION OF THE
COMPANY'S AGM IN 2005
PROPOSAL #S.11: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
SECTION 95 OF THE ACT, TO ALLOT EQUITY SECURITIES
SECTION 94 FOR CASH PURSUANT TO THE AUTHORITY CONFERRED
BY RESOLUTION 20 PASSED AT THE AGM HELD ON 21 MAY 2001
WHICH EXPIRES AT THE END OF THE COMPANY'S AGM IN 2006 OR,
IF EARLIER ON 20 MAY 2006, AND /OR WHERE SUCH ALLOTMENT
CONSTITUTES AN ALLOTMENT OF EQUITY SECURITIES BY VIRTUE
OF SECTION 94 (3A), DISAPPLYING THE STATUTORY PRE-EMPTION
RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER IS
LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES: A) IN
CONNECTION WITH A RIGHTS ISSUE IN FAVOR OF ORDINARY
SHAREHOLDERS; B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
74,330,954 AUTHORITY EXPIRES AT THE END OF THE NEXT AGM
OF THE COMPANY TO BE HELD IN 2005 OR ON 16 NOV 2005
PROPOSAL #S.12: AUTHORIZE THE COMPANY, FOR THE PURPOSE OF ISSUER YES FOR N/A
SECTION 166 OF THE ACT, TO MAKE MARKET PURCHASES
SECTION 163(3) OF ITS OWN ORDINARY SHARES OF 25 PENCE
EACH, MINIMUM PRICE OF 25 PENCE AND UP TO AN AMOUNT EQUAL
TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH
SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY TO BE HELD IN 2005 OR 16 NOV 2005
; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO
PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
- ----------------------------------------------------------------------------------------------------
Issuer: GROUP 4 FALCK A/S
Ticker: N/A CUSIP: N/A
Meeting Date 4/15/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #a.: RECEIVE THE BOARD OF DIRECTORS REPORT ON ISSUER NO N/A N/A
THE ACTIVITIES OF THE COMPANY DURING THE PAST YEAR
PROPOSAL #b.: RECEIVE AND ADOPT THE AUDITED ANNUAL REPORT ISSUER NO N/A N/A
FOR 2003 AND DISCHARGE THE BOARD OF DIRECTORS AND THE
EXECUTIVE MANAGEMENT BOARD FROM THEIR OBLIGATIONS FOR THE
PAST FINANCIAL YEAR
PROPOSAL #c.: APPROVE THE ALLOCATION OF THE PROFIT ISSUER NO N/A N/A
ACCORDING TO THE ADOPTED REPORT THAT OUTOF THE PROFIT FOR
THE YEAR OF DKK 415 MILLION, DIVIDEND BE PAID IN THE
AMOUNT OF DKK 35 MILLION, EQUIVALENT TO 8% OF THE NOMINAL
SHARE VALUE, WHILE THE REMAINING PROFIT OF DKK 380
MILLION BE TRANSFERRED TO RESERVES
PROPOSAL #d.1: ELECT MR. JORGEN PHILIP-SORENSEN AS BOARD ISSUER NO N/A N/A
OF DIRECTOR
PROPOSAL #d.2: ELECT MR. HENRIK BRANDT AS A BOARD OF ISSUER NO N/A N/A
DIRECTOR
PROPOSAL #d.3: ELECT SIR DAVID GORE-BOOTH AS A BOARD OF ISSUER NO N/A N/A
DIRECTOR
PROPOSAL #d.4: ELECT MR. WALDEMAR SCHMIDT AS A BOARD OF ISSUER NO N/A N/A
DIRECTOR
PROPOSAL #e.: AUTHORIZE THE BOARD OF DIRECTORS OF GROUP 4 ISSUER NO N/A N/A
FLACK A/S TO ACQUIRE OWN SHARES UP TO 10% OF THE SHARE
CAPITAL AT MARKET PRICE +/- 10% UNTIL NEXT AGM
PROPOSAL #f.: APPOINT THE AUDITORS ISSUER NO N/A N/A
PROPOSAL #g.: OTHER BUSINESS ISSUER NO N/A N/A
- ----------------------------------------------------------------------------------------------------
Issuer: GROUP 4 FALCK A/S
Ticker: N/A CUSIP: N/A
Meeting Date 6/28/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: APPROVE TO MERGE THE COMPANY'S SECURITY ISSUER NO N/A N/A
BUSINESS WITH SECURICOR PLC ON THE TERMS SET OUT IN THE
MERGER AGREEMENT CONCLUDED BY THE BOARD OF DIRECTORS ON
24 FEB 2004
PROPOSAL #2.: APPROVE TO DEMERGE GROUP 4 FALCK A/S UNDER ISSUER NO N/A N/A
SECTION 136 OF THE DANISH COMPANIES ACT, EFFECTIVE 01 JAN
2004, TO THE EFFECT THAT THE SECURITY BUSINESS WILL BE
DEMERGED INTO A SEPARATE COMPANY, GROUP 4 A/S; AND THE
RESCUE & SAFETY AND GLOBAL SOLUTIONS (GSL) BUSINESSES
WILL CONCURRENTLY BE DEMERGED INTO A SEPARATE COMPANY,
FALCK A/S
PROPOSAL #3.: ELECT THE MEMBERS OF THE BOARD OF DIRECTORS ISSUER NO N/A N/A
OF GROUP 4 A/S
PROPOSAL #4.: ELECT THE MEMBERS OF THE BOARD OF DIRECTORS ISSUER NO N/A N/A
OF FALCK A/S
PROPOSAL #5.: APPOINT THE AUDITORS OF GROUP 4 A/S ISSUER NO N/A N/A
PROPOSAL #6.: APPOINT THE AUDITORS OF FALCK A/S ISSUER NO N/A N/A
PROPOSAL #7.: AUTHORIZE THE BOARD OF DIRECTORS OF GROUP 4 ISSUER NO N/A N/A
A/S TO ACQUIRE UP TO 10% TREASURYSHARES
PROPOSAL #8.: AUTHORIZE THE BOARD OF DIRECTORS OF FALCK ISSUER NO N/A N/A
A/S TO ACQUIRE UP TO 10% TREASURY SHARES
PROPOSAL #9.: AUTHORIZE THE BOARD OF DIRECTORS OF THE ISSUER NO N/A N/A
COMPANY TO IMPLEMENT THE RESOLUTIONS PASSED BY THE
GENERAL MEETING WITH RESPECT TO THE MERGER AND THE
DEMERGER, OF AGENDA ITEMS 1 AND 2, AND RESOLUTIONS PASSED
UNDER AGENDA ITEMS 3-8 AND TO FILE SUCH RESOLUTIONS WITH
THE DANISH COMMERCE AND COMPANIES AGENCY WHEN THE
CONDITIONS FOR SUCH RESOLUTIONS HAVE BEEN SATISFIED
PROPOSAL #10.: AUTHORIZE THE CHAIRMAN OF THE EGM ISSUER NO N/A N/A
PROPOSAL #11.: RECEIVE INFORMATION ON THE TENDER OFFER ISSUER NO N/A N/A
FROM GROUP 4 SECURICOR PLC
PROPOSAL #12.: ANY OTHER BUSINESS ISSUER NO N/A N/A
- ----------------------------------------------------------------------------------------------------
Issuer: GROUPE DANONE
Ticker: N/A CUSIP: N/A
Meeting Date 4/15/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #E.13: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
PROCEED, IN FRANCE OR ABROAD, WITH THE ISSUE OF
TRANSFERABLE SECURITIES WITH THE PREFERENTIAL
SUBSCRIPTION RIGHT FOR A MAXIMUM NOMINAL AMOUNT OF EUR
2,000,000,000.00; AUTHORITY EXPIRES AT THE END OF 26
MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #E.14: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
PROCEED WITH THE ISSUE OF TRANSFERABLE SECURITIES WITHOUT
THE PREFERENTIAL SUBSCRIPTION RIGHT AND WITH THE OPTION
OF GRANTING A PREFERENCE PERIOD
PROPOSAL #E.15: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
PROCEED, IN FRANCE OR ABROAD, WITH THE ISSUE OF NEW
SHARES RESERVED OF THE EMPLOYEES OF THE COMPANY GROUPE
DANONE FOR A MAXIMUM NOMINAL AMOUNT OF EUR 2,000,000.00;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; AND
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL FORMALITIES NECESSARY TO
CARRY OUT THE CAPITAL INCREASE WHICH HAS BEEN ADOPTED
PROPOSAL #E.16: APPROVE, AFTER DELIBERATING ON THE BOARD ISSUER NO N/A N/A
OF DIRECTORS REPORT, TO OVERHAUL THE ARTICLES OF
ASSOCIATION IN ORDER TO HARMONIZE THEM WITH THE LEGAL
PROVISIONS IN FORCE AND MODIFIES THE ARTICLES NUMBERS 2,
11 AND 18
PROPOSAL #E.17: APPROVE TO PROCEED TO DIVIDED OF THE PAR ISSUER NO N/A N/A
VALUE OF THE SHARES OF THE COMPANY 2 NEW SHARES AGAINST
OF EUR 0.50
PROPOSAL #O.1: APPROVE THE SPECIAL AUDITORS REPORT, IN ISSUER NO N/A N/A
ACCORDANCE WITH THE PROVISIONS OF ARTICLE L.225-38 OF THE
COMMERCIAL LAW
PROPOSAL #O.2: RECEIVE THE BOARD OF DIRECTORS REPORT AND ISSUER NO N/A N/A
THE GENERAL AUDITORS REPORT AND APPROVE THE CONSOLIDATED
ACCOUNTS AND THE BALANCE SHEET FOR THE FY 2003, AS
PRESENTED TO IT
PROPOSAL #O.3: APPROVE THE APPROPRIATION OF THE PROFITS ISSUER NO N/A N/A
AS FOLLOWS: PROFITS FOR THE FY: EUR 191,383,293.40; PRIOR
RETAINED EARNINGS: EUR 1,391,592,951.81; DISTRIBUTABLE
PROFITS: EUR 1,582,976,245.21; GLOBAL DIVIDEND: EUR
327,504,957.85; BALANCE CARRIED FORWARD: EUR
1,255,471,287.36; AND THE SHAREHOLDERS WILL RECEIVE A NET
DIVIDEND OF EUR 2.45, WITH A CORRESPONDING TAX CREDIT OF
EUR 1.225; THIS DIVIDEND WILL BE PAID ON 11 MAY 2004
PROPOSAL #O.4: APPROVE TO RATIFY THE DECISION OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS TO TRANSFER THE HEAD OFFICE OF THE
COMPANY TO, 17 BOULEVARD HAUSSMANN, 75009 PARIS
PROPOSAL #O.5: APPROVE TO RENEW THE TERM OF OFFICE OF MR. ISSUER NO N/A N/A
FRANCK RIBOUD AS A DIRECTOR FOR A PERIOD OF 3 YEARS
PROPOSAL #O.6: APPROVE TO RENEW THE TERM OF OFFICE OF MR. ISSUER NO N/A N/A
EMMANUEL FABER AS A DIRECTOR FOR A PERIOD OF 3 YEARS
PROPOSAL #O.7: APPROVE TO MAINTAIN MR. JEROME SEYDOUX AS ISSUER NO N/A N/A
A DIRECTOR FOR A PERIOD OF 1 YEAR
PROPOSAL #O.8: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
CABINET MAZARS AND GUERARD AS STATUTORY AUDITOR FOR A
PERIOD OF 6 YEARS
PROPOSAL #O.10: APPOINT PATRICK DE CAMBOURG AS THE DEPUTY ISSUER NO N/A N/A
AUDITOR FOR A PERIOD OF 6 YEARS
PROPOSAL #O.11: APPOINTS ANNE MONTEIL AS A DEPUTY AUDITOR ISSUER NO N/A N/A
FOR A PERIOD OF 6 YEARS
PROPOSAL #O.12: AUTHORIZE THE BOARD OF DIRECTORS TO TRADE ISSUER NO N/A N/A
THE COMPANY'S SHARES ON THE STOCK EXCHANGE, NOTABLY IN
VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 200.00; MINIMUM
SELLING PRICE: EUR 120.00; AND MAXIMUM NUMBER OF SHARES
TO BE TRADED: 10; AUTHORITY IS VALID FOR A PERIOD OF 18
MONTHS ; AND APPROVE THAT THE PRESENT DELEGATION CANCELS
AND REPLACES, FOR THE PERIOD UNUSED, THE DELEGATION GIVEN
BY THE MIX MEETING OF 11 APR 2003
PROPOSAL #O.18: GRANT ALL POWERS TO THE BEARER OF A COPY ISSUER NO N/A N/A
OR AN EXTRACT OF THE MINUTES OF THE PRESENT TO ACCOMPLISH
ALL DEPOSITS AND PUBLICATIONS PRESCRIBED BY LAW
PROPOSAL #O.9: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
CABINET PRICEWATERHOUSECOOPERS AUDIT AS STATUTORY AUDITOR
FOR A PERIOD OF 6 YEARS
- ----------------------------------------------------------------------------------------------------
Issuer: GUS PLC
Ticker: N/A CUSIP: G4209W103
Meeting Date 7/23/2003 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1: ACCEPT FINANCIAL STATEMENTS AND STATUTORY ISSUER YES FOR FOR
REPORTS
PROPOSAL #2: APPROVE REMUNERATION REPORT ISSUER YES FOR FOR
PROPOSAL #3: APPROVE FINAL DIVIDEND OF 16.4 PENCE PER ISSUER YES FOR FOR
SHARE
PROPOSAL #4: ELECT CRAIG SMITH AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5: REELECT PHILIP HARRIS AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6: REELECT LOUISE PATTEN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7: REELECT JOHN PEACE AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #8: REELECT OLIVER STOCKEN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #9: APPROVE PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
AUDITORS AND AUTHORIZE BOARD TO FIX THEIR REMUNERATION
PROPOSAL #10: AUTHORIZE 100,000,000 SHARES FOR SHARE ISSUER YES FOR FOR
REPURCHASE PROGRAM
PROPOSAL #11: AUTHORIZE ISSUANCE OF EQUITY OR ISSUER YES FOR FOR
EQUITY-LINKED SECURITIES WITH PREEMPTIVE RIGHTS UP TO
AGGREGATE NOMINAL AMOUNT OF GBP 60,684,309
PROPOSAL #12: AUTHORIZE ISSUANCE OF EQUITY OR ISSUER YES FOR FOR
EQUITY-LINKED SECURITIES WITHOUT PREEMPTIVE RIGHTS UP TO
AGGREGATE NOMINAL AMOUNT OF GBP 12,590,785
PROPOSAL #13: APPROVE INCREASE IN REMUNERATION OF ISSUER YES FOR FOR
NON-EXECUTIVE DIRECTORS TO GBP 500,000
PROPOSAL #14: AUTHORIZE HOMEBASE LTD. TO MAKE EU ISSUER YES FOR FOR
POLITICAL DONATIONS UP TO GBP 25,000
- ----------------------------------------------------------------------------------------------------
Issuer: HBOS PLC
Ticker: N/A CUSIP: N/A
Meeting Date 4/27/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: RECEIVE THE ACCOUNTS AND THE REPORTS OF THE ISSUER YES FOR N/A
DIRECTORS AND THE AUDITORS FOR THE YE 31 DEC 2003
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES FOR N/A
FOR THE FYE 31 DEC 2003
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 20.6 PENCE PER ISSUER YES FOR N/A
ORDINARY SHARE, PAYABLE ON 21 MAY 2004 TO REGISTERED
SHAREHOLDERS AS ON 12 MAR 2004
PROPOSAL #4.: ELECT MS. KATE NEALON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: ELECT MR. DAVID SHEARER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT MR. JAMES CROSBY AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #7.: RE-ELECT MR. PHIL HODKINSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #8.: RE-ELECT MR. BRIAN IVORY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #9.: RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS ISSUER YES FOR N/A
OF THE COMPANY, UNTIL THE NEXT MEETING AT WHICH THE
ACCOUNTS ARE LAID
PROPOSAL #12.: AUTHORIZE THE COMPANY, IN ACCORDANCE WITH ISSUER YES FOR N/A
SECTION 347 OF THE COMPANIES ACT 1985, TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATION NOT EXCEEDING GBP 25,000 AND
TO INCUR EU POLITICAL EXPENDITURE UP TO A MAXIMUM AMOUNT
OF GBP 25,000; AND AUTHORIZE HBOS UK PLC, A WHOLLY OWNED
SUBSIDIARY OF THE COMPANY, IN ACCORDANCE WITH SECTION
347D OF THE COMPANIES ACT 1985, TO MAKE DONATIONS TO EU
POLITICAL ORGANIZATION NOT EXCEEDING GBP 75,000 AND TO
INCUR EU POLITICAL EXPENDITURE UP TO A MAXIMUM AMOUNT OF
GBP 75,000; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM IN 2005 OR 27 JUL 2005
PROPOSAL #S.10: AUTHORIZE THE DIRECTORS TO ALLOT EQUITY ISSUER YES FOR N/A
SECURITIES, PURSUANT TO SECTION 94 OF THE COMPANIES ACT
1985 FOR CASH, PURSUANT TO THE AUTHORITY GRANTED UNDER
SECTION 80, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS
SECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITED TO
THE ALLOTMENT OF EQUITY SECURITIES: A) IN CONNECTION WITH
A RIGHTS ISSUE IN FAVOR OF ORDINARY SHAREHOLDERS; B) UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 48,147,509;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM IN 2005 OR 27 JUL 2005 ; AND THE DIRECTORS MAY
ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXPIRY
PROPOSAL #S.11: AUTHORIZE THE COMPANY, FOR THE PURPOSE OF ISSUER YES FOR N/A
SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163 OF UP TO 385,035,595 ORDINARY
SHARES OF 25P EACH IN THE CAPITAL OF THE COMPANY, AT A
MINIMUM PRICE OF 25P AND UP TO 105% OF THE AVERAGE MIDDLE
MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE
LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM IN 2005 OR 27 JUL 2005
; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO
PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
PROPOSAL #S.13: AMEND THE ARTICLES OF ASSOCIATION OF THE ISSUER YES FOR N/A
COMPANY BY AMENDING ARTICLES 4, 5.1, 5.5, 5.10, 5.12,
5.17, 5.18, 10, AND ADD A NEW ARTICLE 17A
- ----------------------------------------------------------------------------------------------------
Issuer: HEIDELBERGCEMENT AG, HEIDELBERG
Ticker: N/A CUSIP: N/A
Meeting Date 5/6/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: ACKNOWLEDGE THE COMPANY'S ANNUAL EARNINGS ISSUER NO N/A N/A
AND THE CONSOLIDATED EARNINGS AND THE REPORT OF THE
SUPERVISORY BOARD
PROPOSAL #2.: APPROVE TO USE THE NET INCOME OF THE YEAR ISSUER NO N/A N/A
AND A POSSIBLE DIVIDEND PAYMENT OF EUR 1.15 PER EACH
SHARE
PROPOSAL #3.: RATIFY THE ACTS OF THE MANAGING BOARD ISSUER NO N/A N/A
PROPOSAL #4.: RATIFY THE ACTS OF THE SUPERVISORY BOARD ISSUER NO N/A N/A
PROPOSAL #5.: ELECT ERNST + YOUNG AG AS THE AUDITORS ISSUER NO N/A N/A
PROPOSAL #6.: GRANT AUTHORITY TO INCREASE CAPITAL AGAINST ISSUER NO N/A N/A
CASH CONTRIBUTION APPROVED CAPITAL I AND AMEND THE
ARTICLES
PROPOSAL #7.: APPROVE TO TERMINATE THE EXISTING ISSUER NO N/A N/A
AUTHORIZATION ON A CAPITAL INCREASE AGAINST CASH AND/OR
NON-CASH CONTRIBUTIONS APPROVED CAPITAL II), GRANT
AUTHORITY FOR A CAPITAL INCREASE AGAINST NON-CASH
CONTRIBUTIONS AND AMEND THE ARTICLES ACCORDINGLY
PROPOSAL #8.: APPROVE TO TERMINATE THE EXISTING ISSUER NO N/A N/A
AUTHORIZATION TO ISSUE BONDS WITH WARRANTS, GRANT
AUTHORITY TO ISSUE PROFIT SHARING RIGHTS AS WELL AS AMEND
THE ARTICLE 4 OF THE STATUTE
PROPOSAL #9.: ELECT THE SUPERVISORY BOARD MEMBERS ISSUER NO N/A N/A
- ----------------------------------------------------------------------------------------------------
Issuer: HELLENIC TELECOMMUNICATIONS ORGANIZATIONS OTE
Ticker: N/A CUSIP: N/A
Meeting Date 12/1/2003 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: APPROVE THE RENEWAL ACCORDING TO LAW, OF ISSUER NO N/A N/A
THE PURCHASE OF THE COMPANY'S OWN SHA RES VIA ATHEX,
ARTICLE 16 PARAGRAPH 5-14 COD.LAW 2190/1920
- ----------------------------------------------------------------------------------------------------
Issuer: HSBC HOLDINGS PLC
Ticker: N/A CUSIP: N/A
Meeting Date 5/28/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: RECEIVE AND CONSIDER THE ANNUAL ACCOUNTS ISSUER YES FOR N/A
AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS FOR THE
YE 31 DEC 2003
PROPOSAL #2.a: RE-ELECT THE LORD BUTLER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.b: RE-ELECT THE BARONESS DUNN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.c: RE-ELECT MR. R. A. FAIRHEAD AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.d: RE-ELECT MR. W.K.L. FUNG AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.e: RE-ELECT MR. M. F. GEOGHEGAN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.f: RE-ELECT MR. S. HINTZE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.g: RE-ELECT SIR JOHN KEMP-WELCH AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.h: RE-ELECT SIR MARK MOODY-STUART AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #2.i: RE-ELECT MR. H. SOHMEN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.: RE-APPOINT KPMG AUDIT PLC AS AUDITOR AT ISSUER YES FOR N/A
REMUNERATION DETERMINED BY THE GROUP AUDIT COMMITTEE
PROPOSAL #4.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES FOR N/A
FOR THE YE 31 DEC 2003
PROPOSAL #5.: AUTHORIZE THE COMPANY TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES SECTION 163 OF THE COMPANIES ACT 1985 OF UP
TO 1,099,900,000 ORDINARY SHARES OF USD 0.50 EACH IN THE
CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF USD 0.50
PENCE AND UP TO 105% OF THE AVERAGE MIDDLE MARKET
QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5
BUSINESS DAYS OR 105% OF THE AVERAGE OF THE CLOSING
PRICES OF ORDINARY SHARES ON THE STOCK EXCHANGE OF HONG
KONG LIMITED, OVER THE PREVIOUS 5 BUSINESS DAYS;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM OF THE
COMPANY IN 2005 ; THE COMPANY, BEFORE THE EXPIRY, MAY
MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR
MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
PROPOSAL #6.: ISSUE STOCK WITH PREEMPTIVE RIGHTS; APPROVE ISSUER YES FOR N/A
ISSUE OF PREFERRED STOCK
PROPOSAL #8.: AUTHORIZE EACH OF THE DIRECTORS OTHER THAN ISSUER YES FOR N/A
ALTERNATE DIRECTORS , PURSUANT TO ARTICLE 104.1 OF THE
ARTICLES OF ASSOCIATION OF THE COMPANY WITH EFFECT FROM
01 JAN 2004, TO RECEIVE GBP 55,000 PER ANNUM BY WAY OF
FEES FOR THEIR SERVICES AS DIRECTORS
PROPOSAL #S.7: AUTHORIZE THE DIRECTORS, SUBJECT TO THE ISSUER YES FOR N/A
PASSING OF RESOLUTION 6, A) TO ALLOT EQUITY SECURITIES
SECTION 94 OF THE COMPANIES ACT 1985 ; AND B) TO ALLOT
ANY OTHER EQUITY SECURITIES SECTION 94 OF THE COMPANIES
ACT 1985 WHICH ARE HELD BY THE COMPANY IN TREASURY, FOR
CASH PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 6,
DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION
89(1) ; AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM
OF THE COMPANY IN 2005 ; AND AUTHORIZE THE DIRECTORS TO
ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXPIRY
- ----------------------------------------------------------------------------------------------------
Issuer: HUTCHISON WHAMPOA LTD
Ticker: N/A CUSIP: N/A
Meeting Date 5/20/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
AGM PROPOSAL #1.: RECEIVE AND CONSIDER THE STATEMENT OF ISSUER YES FOR N/A
ACCOUNTS AND REPORTS OF THE DIRECTORS AND THE AUDITORS
FOR THE YE 31 DEC 2003
AGM PROPOSAL #2.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
AGM PROPOSAL #3.: ELECT THE DIRECTORS ISSUER YES ABSTAIN N/A
AGM PROPOSAL #4.: APPOINT THE AUDITORS AND AUTHORIZE THE ISSUER YES ABSTAIN N/A
DIRECTORS TO FIX THEIR REMUNERATION
AGM PROPOSAL #5.1: AUTHORIZE THE DIRECTOR TO ISSUE AND ISSUER YES AGAINST N/A
DISPOSE OF ADDITIONAL ORDINARY SHARES OF THE COMPANY NOT
EXCEEDING 20% OF THE EXISTING ISSUED ORDINARY SHARE
CAPITAL OF THE COMPANY
AGM PROPOSAL #5.2: AUTHORIZE THE DIRECTOR, DURING THE ISSUER YES FOR N/A
RELEVANT PERIOD, TO REPURCHASE ORDINARY SHARES OF HKD
0.25 EACH IN THE CAPITAL OF THE COMPANY IN ACCORDANCE
WITH ALL APPLICABLE LAWS AND THE REQUIREMENTS OF THE
RULES GOVERNING THE LISTING OF SECURITIES ON THE STOCK
EXCHANGE OF HONG KONG LIMITED OR OF ANY OTHER STOCK
EXCHANGE, NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL
AMOUNT OF THE ORDINARY SHARE CAPITAL OF THE COMPANY IN
ISSUE AT THE DATE OF THIS RESOLUTION; AUTHORITY EXPIRES
AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE
EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM OF THE
COMPANY IS REQUIRED BY LAW TO BE HELD
AGM PROPOSAL #5.3: APPROVE, PURSUANT TO RESOLUTION 1, TO ISSUER YES FOR N/A
EXTEND THE AUTHORITY GRANTED TO THE DIRECTOR TO ISSUE AND
DISPOSE OF ADDITIONAL ORDINARY SHARES, BY THE ADDING
THERETO AN AMOUNT REPRESENTING THE AGGREGATE NOMINAL
AMOUNT OF THE ORDINARY SHARE CAPITAL OF THE COMPANY
REPURCHASED BY THE COMPANY UNDER THE AUTHORITY GRANTED
PURSUANT TO RESOLUTION 2, PROVIDED THAT SUCH AMOUNT SHALL
NOT EXCEED 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE
ISSUED ORDINARY SHARE CAPITAL OF THE COMPANY AT THE DATE
OF THIS RESOLUTION
EGM PROPOSAL #O.1: APPROVE THE SHARE OPTION SCHEME OF ISSUER YES AGAINST N/A
HUTCHISON HARBOUR RING LIMITED THE HHR SHARE OPTION
SCHEME ; AND AUTHORIZE THE DIRECTORS OF THE COMPANY
ACTING TOGETHER, INDIVIDUALLY OR BY COMMITTEE TO APPROVE
ANY AMENDMENTS TO THE RULES OF THE H3GI SHARE OPTION
SCHEME NOT OBJECTED BY THE STOCK EXCHANGE OF HONG KONG
LIMITED AND TO TAKE ALL STEPS DEEM NECESSARY, DESIRABLE
OR EXPEDIENT TO CARRY IN TO EFFECT THE HHR SHARE OPTION
SCHEME
EGM PROPOSAL #O.2: APPROVE THE SHARE OPTION SCHEME OF ISSUER YES AGAINST N/A
HUTCHISON SG UK HOLDINGS LIMITED THE HSGUKH SHARE OPTION
SCHEME ; AND AUTHORIZE THE DIRECTORS OF THE COMPANY
ACTING TOGETHER, INDIVIDUALLY OR BY COMMITTEE TO APPROVE
ANY AMENDMENTS TO THE RULES OF THE HSGUKH SHARE OPTION
SCHEME NOT OBJECTED BY THE STOCK EXCHANGE OF HONG KONG
LIMITED AND TO TAKE ALL STEPS DEEM NECESSARY, DESIRABLE
OR EXPEDIENT TO CARRY IN TO EFFECT THE HSGUKH SHARE
OPTION SCHEME
EGM PROPOSAL #O.3: APPROVE THE SHARE OPTION SCHEME OF ISSUER YES AGAINST N/A
HUTCHISON 3G ITELLA S.P.A. THE H3GI SHARE OPTION SCHEME ;
AND AUTHORIZE THE DIRECTORS OF THE COMPANY ACTING
TOGETHER, INDIVIDUALLY OR BY COMMITTEE TO APPROVE ANY
AMENDMENTS TO THE RULES OF THE H3GI SHARE OPTION SCHEME
NOT OBJECTED BY THE STOCK EXCHANGE OF HONG KONG LIMITED
AND TO TAKE ALL STEPS DEEM NECESSARY, DESIRABLE OR
EXPEDIENT TO CARRY IN TO EFFECT THE H3GI SHARE OPTION
SCHEME
EGM PROPOSAL #S.1: AMEND THE ARTICLES OF ASSOCIATION OF ISSUER YES FOR N/A
THE COMPANY BY: A) ADDING SOME DEFINITIONS IN ARTICLE 2;
B) DELETING ARTICLE 16 IN ITS ENTIRELY AND SUBSTITUTING
WITH THE NEW ARTICLE; C) DELETING ARTICLES 34(A) AND
34(B) AND SUBSTITUTE WITH THE NEW ARTICLES ; D) DELETING
SOME WORDS IN ARTICLE 57; E) RENUMBERING THE EXISTING
ARTICLE 65 AS 65(A) AND ADDING A NEW ARTICLE AS 65(B); F)
) RENUMBERING THE EXISTING ARTICLE 73 AS 73(A) AND
ADDING A NEW ARTICLE AS 73(B); G) INSERTING SOME LINES IN
ARTICLE 85; H) DELETING ARTICLE 89 AND REPLACING WITH
THE NEW ARTICLE; I) DELETING ARTICLE 90 AND REPLACING
WITH THE NEW ARTICLE; J) ADDING NEW ARTICLE AFTER ARTICLE
92(D); K) DELETING ARTICLES 97(A) AND 97(B) AND
REPLACING WITH THE NEW ARTICLES; L) DELETING ARTICLE
97(D) AND REPLACING WITH THE NEW ARTICLE; M) RENUMBERING
THE EXISTING ARTICLE 145 AS 145(A) AND ADDING A NEW
ARTICLE AS 145(B)
- ----------------------------------------------------------------------------------------------------
Issuer: ING GROEP NV
Ticker: N/A CUSIP: N/A
Meeting Date 4/27/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: OPENING REMARKS AND ANNOUNCEMENTS. ISSUER NO N/A N/A
PROPOSAL #2.A: DISCUSSION OF THE REPORTS OF THE EXECUTIVE ISSUER NO N/A N/A
BOARD AND THE SUPERVISORY BOARD FOR 2003.
PROPOSAL #2.B: DISCUSSION OF THE PROFIT RETENTION AND ISSUER NO N/A N/A
DISTRIBUTION POLICY.
PROPOSAL #3.A: DISCUSSION AND ADOPTION OF THE ANNUAL ISSUER NO N/A N/A
ACCOUNTS FOR 2003.
PROPOSAL #3.B: ADOPTION OF THE DIVIDEND FOR 2003. ISSUER NO N/A N/A
PROPOSAL #4.: APPOINTMENT OF THE AUDITOR. ISSUER NO N/A N/A
PROPOSAL #5.A: PROPOSAL TO DISCHARGE THE EXECUTIVE BOARD ISSUER NO N/A N/A
IN RESPECT OF THE DUTIES PERFORMED DURING THE YEAR 2003.
PROPOSAL #5.B: PROPOSAL TO DISCHARGE THE SUPERVISORY ISSUER NO N/A N/A
BOARD IN RESPECT OF THE DUTIES PERFORMED DURING THE YEAR
2003.
PROPOSAL #6.: CORPORATE GOVERNANCE. ISSUER NO N/A N/A
PROPOSAL #7.A: ADOPTION OF REMUNERATION POLICY. ISSUER NO N/A N/A
PROPOSAL #7.B: APPROVAL OF LONG-TERM INCENTIVE PLAN. ISSUER NO N/A N/A
PROPOSAL #8.: AMENDMENTS TO THE ARTICLES OF ASSOCIATION ISSUER NO N/A N/A
PROPOSAL #9.A: APPOINTMENT OF ERIC BOYER DE LA GIRODAY. ISSUER NO N/A N/A
PROPOSAL #9.B: APPOINTMENT OF ELI LEENAARS. ISSUER NO N/A N/A
PROPOSAL #9.C: APPOINTMENT OF HANS VERKOREN. ISSUER NO N/A N/A
PROPOSAL #10.: COMPOSITION OF THE SUPERVISORY BOARD: ISSUER NO N/A N/A
APPOINTMENT OF ERIC BOURDAIS DE CHARBONNIERE
PROPOSAL #11.: AUTHORISATION TO ISSUE SHARES AND TO ISSUER NO N/A N/A
RESTRICT OR EXCLUDE PREFERENTIAL RIGHTS. RIGHT
PROPOSAL #12.: AUTHORISATION TO THE COMPANY TO ACQUIRE ISSUER NO N/A N/A
SHARES OR DEPOSITARY RECEIPTS FOR SHARES IN ITS OWN
CAPITAL.
PROPOSAL #13.: ANY OTHER BUSINESS AND CONCLUSION. ISSUER NO N/A N/A
- ----------------------------------------------------------------------------------------------------
Issuer: INI STEEL COMPANY
Ticker: N/A CUSIP: N/A
Meeting Date 5/28/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: ELECT THE DIRECTORS ISSUER YES ABSTAIN N/A
- ----------------------------------------------------------------------------------------------------
Issuer: INTERCONTINENTAL HOTELS GROUP PLC, LONDON
Ticker: N/A CUSIP: N/A
Meeting Date 6/1/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: RECEIVE THE COMPANY'S FINANCIAL STATEMENTS ISSUER YES FOR N/A
FOR THE PERIOD ENDED 31 DEC 2003, TOGETHER WITH THE
REPORTS OF THE DIRECTORS AND THE AUDITORS
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES FOR N/A
FOR THE PERIOD ENDED 31 DEC 2003
PROPOSAL #3.: DECLARE A FINAL DIVIDEND ON THE ORDINARY ISSUER YES FOR N/A
SHARES
PROPOSAL #4.i: APPOINT MR. DAVID WEBSTER AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #4.a: APPOINT MR. RICHARD HARTMAN AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #4.b: APPOINT MR. RALPH KUGLER AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #4.c: APPOINT MR. ROBERT C. LARSON AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #4.d: APPOINT MR. RICHARD NORTH AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #4.e: APPOINT MR. STEVAN PORTER AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #4.f: APPOINT MR. DAVID PROSSER AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #4.g: APPOINT MR. RICHARD SOLOMONS AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #4.h: APPOINT SIR HOWARD STRINGER AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #5.: RE-APPOINT ERNST & YOUNG LLP AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF THE NEXT
GENERAL MEETING AT WHICH ACCOUNTS ARE LAID
PROPOSAL #6.: AUTHORIZE THE DIRECTORS TO AGREE THE ISSUER YES FOR N/A
AUDITORS REMUNERATION
PROPOSAL #7.: APPROVE THAT THE FINANCIAL LIMIT ON ANNUAL ISSUER YES FOR N/A
AGGREGATE NON-EXECUTIVE DIRECTORS FEES IMPOSED BY
ARTICLE 84 OF THE COMPANY'S ARTICLES OF ASSOCIATION BE
INCREASED, AS ENVISAGED BY THAT ARTICLE, TO GBP 750,000
PROPOSAL #8.: AUTHORIZE THE COMPANY AND ANY COMPANY THAT ISSUER YES ABSTAIN N/A
IS OR BECOME A SUBSIDIARY OF THE COMPANY, FOR THE
PURPOSES OF PART XA OF THE COMPANIES ACT 1985, TO: I)
MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS; OR II)
INCUR EU POLITICAL EXPENDITURE IN AN AGGREGATE AMOUNT NOT
EXCEEDING GBP 100,000 ; AUTHORITY EXPIRES ON THE DATE OF
THE AGM IN 2005
PROPOSAL #9.: AUTHORIZE THE DIRECTORS, PURSUANT TO AND IN ISSUER YES FOR N/A
ACCORDANCE WITH SECTION 80 OF THE COMPANIES ACT 1985 AND
WITHIN THE TERMS OF ARTICLE 13 OF THE ARTICLES OF
ASSOCIATION OF THE COMPANY, TO ALLOT RELEVANT SECURITIES
UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 235,529,677;
AUTHORITY EXPIRES AT THE END OF 5 YEARS
PROPOSAL #S.10: AUTHORIZE THE DIRECTORS, IN SUBSTITUTION ISSUER YES FOR N/A
FOR ALL PREVIOUS DISAPPLICATIONS OF SECTION 89 OF THE
ACT, WHICH SHALL CEASE TO HAVE EFFECT WITHOUT PREJUDICE
TO ANY ALLOTMENT OF SECURITIES PURSUANT THERETO, TO ALLOT
EQUITY SECURITIES WHOLLY FOR CASH, INSOFAR AS SUCH
AUTHORITY RELATES TO THE ALLOTMENT OF EQUITY SECURITIES
RATHER THAN THE SALE OF TREASURY SHARES, PURSUANT TO THE
AUTHORITY FOR THE TIME BEING IN FORCE UNDER SECTION 80 OF
THE COMPANIES ACT 1985 AND WITHIN THE TERMS OF ARTICLE
13 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY,
DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION
89(1) OF THE COMPANIES ACT 1985 : I) IN CONNECTION WITH A
RIGHTS ISSUE ARTICLE 13.5.1 ; AND II) UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 35,329,451; AUTHORITY
EXPIRES THE EARLIER ON THE DATE OF THE AGM IN 2005 OR 01
SEP 2005 ; REFERENCES IN THIS RESOLUTION TO AN ALLOTMENT
OF EQUITY SECURITIES SHALL INCLUDE A SALE OF TREASURY
SHARES
PROPOSAL #S.11: AUTHORIZE THE COMPANY, SUBJECT TO AND IN ISSUER YES FOR N/A
ACCORDANCE WITH ARTICLE 10 OF THE COMPANY'S ARTICLES OF
ASSOCIATION, TO MAKE MARKET PURCHASES SECTION 163(3) OF
THE COMPANIES ACT 1985 OF UP TO 105,917,695 ORDINARY
SHARES OF GBP 1 EACH IN THE CAPITAL OF THE COMPANY, AT A
MINIMUM PRICE OF GBP 1 AND UP TO 105% OF THE AVERAGE OF
THE MIDDLE MARKET QUOTATIONS FOR AN ORDINARY SHARE AS
DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL
LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE AGM OF THE
COMPANY OR 01 SEP 2005 ; EXCEPT IN RELATION TO THE
PURCHASE OF ORDINARY SHARES THE CONTRACT FOR WHICH WAS
CONCLUDED BEFORE SUCH DATE AND WHICH IS EXECUTED WHOLLY
OR PARTLY AFTER SUCH EXPIRY
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Issuer: INTERNATIONAL POWER PLC
Ticker: N/A CUSIP: N/A
Meeting Date 5/11/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: RECEIVE THE ACCOUNTS FOR THE YE 31 DEC 2003 ISSUER YES FOR N/A
AND THE REPORT OF THE DIRECTORS, AND THE DIRECTOR'S
REMUNERATION REPORT AND THE REPORT OF THE AUDITOR'S ON
THOSE ACCOUNTS AND ON THE AUDITABLE PART OF THE DIRECTORS
REMUNERATION REPORT
PROPOSAL #2.: RE-APPOINT MR. MARK WILLIAMSON AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.: RE-APPOINT MR. STEPHEN RILEY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.: RE-APPOINT MR. ANTHONY CONCANNON AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #5.: RE-APPOINT SIR. NEVILLE SIMMS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS ISSUER YES FOR N/A
OF THE COMPANY AND AUTHORIZE THE DIRECTORS TO SET THEIR
REMUNERATION
PROPOSAL #7.: APPROVE THE DIRECTOR'S REMUNERATION REPORT ISSUER YES FOR N/A
FOR THE YE 31 DEC 2003 AS SPECIFIED IN THE 2003 ANNUAL
REPORT AND ACCOUNTS
PROPOSAL #8.: AUTHORIZE THE DIRECTORS, PURSUANT TO AND IN ISSUER YES FOR N/A
ACCORDANCE SECTION 80 OF THE COMPANIES ACT 1985 ACT ,
TO ALLOT RELEVANT SECURITIES SECTION 80(2) UP TO AN
AGGREGATE NOMINAL VALUE OF GBP 184,565,843; AUTHORITY
EXPIRES THE EARLIER AT THE CONCLUSION OF THE AGM OF THE
COMPANY IN 2009 OR 10 MAY 2009 ; AND THE DIRECTORS MAY
ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE OF THAT OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXPIRY
PROPOSAL #S.9: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
SECTION 95(1) OF THE ACT, TO ALLOT EQUITY SECURITIES
SECTION 94 WHOLLY FOR CASH, DISAPPLYING THE STATUTORY
PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS
POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES IN
CONNECTION WITH A RIGHTS ISSUE IN FAVOUR OF THE HOLDERS
OF ORDINARY SHARES IN THE COMPANY; AND UP TO AN AGGREGATE
NOMINAL VALUE OF GBP 27,684,876.50; AUTHORITY EXPIRES
THE EARLIER AT THE CONCLUSION OF THE AGM OF THE COMPANY
IN 2005 OR 11 AUG 2005 ; AND, AUTHORIZE THE DIRECTORS TO
ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE OF ANY SUCH OFFERS OR AGREEMENTS
MADE PRIOR TO SUCH EXPIRY; AND THE DIRECTORS BY THIS
RESOLUTION SHALL ALSO APPLY TO SALE OF TREASURY SHARES,
WHICH IS AN ALLOTMENT OF EQUITY SECURITIES BY VIRTUE OF
SECTION 94(3A) OF THE ACT
PROPOSAL #S.10: AUTHORIZE THE COMPANY, TO MAKE ONE OR ISSUER YES FOR N/A
MORE MARKET PURCHASES SECTION 163(3) OF THE ACT OF
INTERNATIONAL POWER OF UP TO 110,739,506 REPRESENTING
APPROXIMATELY 10% OF THE ISSUED SHARE CAPITAL ORDINARY
SHARES, AT A MINIMUM PRICE OF 50P AND NOT MORE THAN 105%
OF THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR AN
INTERNATIONAL POWER ORDINARY SHARE AS DERIVED FROM THE
LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER
AT THE CONCLUSION OF THE AGM OF THE COMPANY IN 2005 OR 11
AUG 2005 ; THE COMPANY, MAY MAKE A PURCHASES OF
INTERNATIONAL POWER ORDINARY SHARES AFTER THE EXPIRY OF
THIS AUTHORITY IN PURSUANCE OF ANY SUCH CONTRACTS MADE
PRIOR TO SUCH EXPIRY
- ----------------------------------------------------------------------------------------------------
Issuer: KAO CORP
Ticker: N/A CUSIP: N/A
Meeting Date 6/29/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: APPROVE THE APPROPRIATION OF RETAINED ISSUER YES FOR N/A
EARNINGS
PROPOSAL #2.: APPROVE THE PURCHASE OF THE COMPANY'S ISSUER YES FOR N/A
SHARES
PROPOSAL #3.: APPROVE THE PARTIAL AMENDMENTS TO THE ISSUER YES AGAINST N/A
ARTICLES OF INCORPORATION
PROPOSAL #4.1: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.2: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.3: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.4: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.5: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.6: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.7: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.8: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.9: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.10: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.11: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.12: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.13: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.14: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.15: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #5.: ELECT ONE CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #6.: APPROVE TO ISSUE STOCK ACQUISITION RIGHTS ISSUER YES FOR N/A
AS STOCK OPTIONS
PROPOSAL #7.: APPROVE TO PAY RETIREMENT ALLOWANCES TO ISSUER YES AGAINST N/A
RETIRING DIRECTORS
- ----------------------------------------------------------------------------------------------------
Issuer: KBC BANCASSURANCE HOLDING SA, BRUXELLES
Ticker: N/A CUSIP: N/A
Meeting Date 4/29/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
AGM PROPOSAL #1.: RECEIVE THE PRESENTATION OF THE COMPANY ISSUER NO N/A N/A
AND THE CONSOLIDATED ANNUAL REPORT OF THE BOARD OF
DIRECTORS
AGM PROPOSAL #2.: RECEIVE THE REPORT OF THE STATUTORY ISSUER NO N/A N/A
AUDITOR ON THE COMPANY AND THE CONSOLIDATED FINANCIAL
STATEMENTS
AGM PROPOSAL #3.: RECEIVE THE CONSOLIDATED ACCOUNTS AND ISSUER NO N/A N/A
APPROVE THE COMPANY ANNUAL ACCOUNTS, APPROPRIATION OF THE
PROFIT
AGM PROPOSAL #4.: GRANT DISCHARGE TO THE BOARD OF ISSUER NO N/A N/A
DIRECTORS
AGM PROPOSAL #5.: GRANT DISCHARGE TO THE STATUTORY ISSUER NO N/A N/A
AUDITOR
AGM PROPOSAL #6.1j: APPROVE THE RENEWAL OF TERM OF OFFICE ISSUER NO N/A N/A
OF MR. MARC WITTEMANS FOR A PERIOD OF SIX YEARS
AGM PROPOSAL #6.1a: APPROVE THE RENEWAL OF TERM OF OFFICE ISSUER NO N/A N/A
OF MESSRS. WILLY DURON FOR A PERIOD OF SIX YEARS
AGM PROPOSAL #6.1b: APPROVE THE RENEWAL OF TERM OF OFFICE ISSUER NO N/A N/A
OF MR. EMILE CELIS FOR A PERIOD OF SIX YEARS
AGM PROPOSAL #6.1c: APPROVE THE RENEWAL OF TERM OF OFFICE ISSUER NO N/A N/A
OF MR. CHRISTIAN DEFRANCQ FOR A PERIOD OF SIX YEARS
AGM PROPOSAL #6.1d: APPROVE THE RENEWAL OF TERM OF OFFICE ISSUER NO N/A N/A
OF MR. RIK DONCKELS FOR A PERIOD OF SIX YEARS
AGM PROPOSAL #6.1e: APPROVE THE RENEWAL OF TERM OF OFFICE ISSUER NO N/A N/A
OF MR. FRANS FLORQUIN FOR A PERIOD OF SIX YEARS
AGM PROPOSAL #6.1f: APPROVE THE RENEWAL OF TERM OF OFFICE ISSUER NO N/A N/A
OF MR. XAVIER LIENART FOR A PERIOD OF SIX YEARS
AGM PROPOSAL #6.1g: APPROVE THE RENEWAL OF TERM OF OFFICE ISSUER NO N/A N/A
OF MR. PAUL PEETERS FOR A PERIOD OF SIX YEARS
AGM PROPOSAL #6.1h: APPROVE THE RENEWAL OF TERM OF OFFICE ISSUER NO N/A N/A
OF MR. PATRICK VANDEN AVENNE FOR A PERIOD OF SIX YEARS
AGM PROPOSAL #6.1i: APPROVE THE RENEWAL OF TERM OF OFFICE ISSUER NO N/A N/A
OF MR. GERMAIN VANTIGHEM FOR A PERIOD OF SIX YEARS
AGM PROPOSAL #6.2: APPROVE THE RENEWAL OF TERM OF OFFICE ISSUER NO N/A N/A
OF MESSRS. WILLY BREESCH AND ALFONS WOUTERS FOR A FURTHER
PERIOD OF SIX YEARS PURSUANT TO THE ARTICLES OF
ASSOCIATION AS INDEPENDENT DIRECTORS WITHIN THE MEANING
OF AND IN LINE WITH THE CRITERIA SET OUT IN THE ARTICLE
524 & 4 OF THE COMPANIES CODE
AGM PROPOSAL #6.3: APPOINT MESSRS. JOZEF CORNU AND HERWIG ISSUER NO N/A N/A
LANGOHR AS THE INDEPENDENT DIRECTORS WITHIN THE MEANING
OF AND IN LINE WITH THE CRITERIA SET OUT IN THE ARTICLE
524 & 4 OF THE COMPANIES CODE
AGM PROPOSAL #6.4: APPROVE THE RENEWAL OF TERM OF OFFICE ISSUER NO N/A N/A
OF ERNST & YOUNG BEDRIJFSREVISOREN BCV REPRESENTED BY MR.
JEAN-PIERRE ROMONT AND OR MS. DANIELLE VERMAELEN AS
STATUTORY AUDITORS FOR THE STATUTORY PERIOD OF THREE
YEARS; APPROVE THEIR REMUNERATION AT DEM 28,573 FOR THE
YEAR 2004 AND AT DEM 35,068 PER YEAR FOR THE YEARS 2005
AND 2006
AGM PROPOSAL #7.: AUTHORIZE THE BOARD OF DIRECTORS OF THE ISSUER NO N/A N/A
COMPANY TO ACQUIRE SHARES IN THE COMPANY DURING A PERIOD
OF 18 MONTHS AND AS LONG AS THE FRACTIONAL VALUE OF THE
SHARES IN PORTFOLIO DOES NOT EXCEED 10% OF THE ISSUED
CAPITAL AT A PRICE PER SHARE THAT MAY BE NOT LOWER THAN
THE AVERAGE OF THE LAST 20 CLOSING PRICES OF THE SHARES
ON EURONEXT BRUSSELS BEFORE THE DATE OF ACQUISITION LESS
15% AND NOT HIGHER THAN THE SAME AVERAGE PRICE PLUS 15%
AUTHORIZATION IS VALID FOR ALL ACQUISITIONS MADE FOR
CONSIDERATION IN THE BROADEST SENSE OF THE TERM ON OR OFF
EXCHANGE
AGM PROPOSAL #8.: OTHER BUSINESS ISSUER NO N/A N/A
EGM PROPOSAL #1.: RECEIVE THE SPECIAL REPORT OF THE BOARD ISSUER NO N/A N/A
OF DIRECTORS REGARDING THE RENEWAL OF THE AMOUNT BY
WHICH CAPITAL MAY BE INCREASED
EGM PROPOSAL #2.: APPROVE TO RENEW THE AMOUNT OF CAPITAL ISSUER NO N/A N/A
INCREASED BY EUR 200,000,000
EGM PROPOSAL #3.: APPROVE TO DELETE TRANSITIONAL ISSUER NO N/A N/A
PROVISION, THE FIRST 3 PARAGRAPHS THAT CONCERN THE ISSUE
OF THE 1993 96-2003 BOND LOAN, IN ARTICLE 7
EGM PROPOSAL #4.: APPROVE TO RENEW AUTHORIZATION GIVEN TO ISSUER NO N/A N/A
THE BOARD OF DIRECTORS OF THE COMPANY AND OF THE DIRECT
SUBSIDIARIES AUTHORIZATION TO PURCHASE OR SELL THE
COMPANY'S OWN SHARES TO PREVENT THE COMPANY FROM IMMINENT
SERIOUS DISADVANTAGE
EGM PROPOSAL #5.: APPROVE TO AMEND THE FIRST PARAGRAPH OF ISSUER NO N/A N/A
ARTICLE 12 OF THE ARTICLES OF ASSOCIATION
EGM PROPOSAL #6.: APPROVE TO REPLACE THE FIRST THREE ISSUER NO N/A N/A
PARAGRAPHS OF THE ARTICLE 20 OF THE ARTICLES OF
ASSOCIATION
EGM PROPOSAL #7.: AMEND POINT 2 OF ARTICLE 37 OF THE ISSUER NO N/A N/A
ARTICLES OF ASSOCIATION
EGM PROPOSAL #8.: APPROVE TO ADD A NEW ARTICLE 42 OF THE ISSUER NO N/A N/A
ARTICLES OF ASSOCIATION, A TRANSITIONAL PROVISION
EGM PROPOSAL #9.: GRANT AUTHORITY FOR THE IMPLEMENTATION ISSUER NO N/A N/A
OF THE DECISIONS TAKEN, THE CO-ORDINATION OF THE ARTICLES
OF ASSOCIATION AND THE COMPLETION OF THE FORMALITIES
RELATING TO THE CROSSROADS BANK FOR ENTERPRISES AND THE
TAX AUTHORITIES
- ----------------------------------------------------------------------------------------------------
Issuer: KESA ELECTRICALS PLC
Ticker: N/A CUSIP: N/A
Meeting Date 5/26/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: RECEIVE THE REPORT OF THE DIRECTORS AND THE ISSUER YES FOR N/A
FINANCIAL STATEMENTS OF THE COMPANY FOR THE YE 31 JAN
2004 TOGETHER WITH THE REPORT OF THE AUDITORS
PROPOSAL #2.: RE-APPOINT PRICEWATERHOUSECOOPERS, THE ISSUER YES FOR N/A
RETIRING AUDITORS AND AUTHORIZE THE DIRECTORS TO
DETERMINE THEIR REMUNERATION
PROPOSAL #3.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES FOR N/A
FOR THE YE 31 JAN 2004
PROPOSAL #4.: DECLARE A FINAL DIVIDEND OF 7.5 PENCE PER ISSUER YES FOR N/A
ORDINARY SHARE
PROPOSAL #5.: RE-APPOINT MR. DAVID NEWLANDS AS A ISSUER YES FOR N/A
DIRECTORS WHO RETIRES UNDER ARTICLE 107 OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #6.: RE-APPOINT MR. JEAN-NEOL LABROUE AS A ISSUER YES ABSTAIN N/A
DIRECTOR WHO RETIRES UNDER ARTICLE 107 OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #7.: RE-APPOINT MR. MARTIN REAVLEY AS A DIRECTOR ISSUER YES FOR N/A
WHO RETIRES UNDER ARTICLE 107 OF THE COMPANY'S ARTICLES
OF ASSOCIATION
PROPOSAL #8.: RE-APPOINT MR. PETER WILSON AS A DIRECTOR ISSUER YES ABSTAIN N/A
WHO RETIRES UNDER ARTICLE 107 OF THE COMPANY'S ARTICLES
OF ASSOCIATION
PROPOSAL #9.: RE-APPOINT MR. MICHEAL BROSSARD AS A ISSUER YES ABSTAIN N/A
DIRECTOR WHO RETIRES UNDER ARTICLE 107 OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #10.: RE-APPOINT MR. ANDREW ROBB AS A DIRECTOR ISSUER YES ABSTAIN N/A
WHO RETIRES UNDER ARTICLE 107 OF THE COMPANY'S ARTICLES
OF ASSOCIATION
PROPOSAL #11.: RE-APPOINT MR. BERNARD DEFAU AS A DIRECTOR ISSUER YES ABSTAIN N/A
WHO RETIRES UNDER ARTICLE 107 AND 113 OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #12.: AUTHORIZE THE DIRECTORS TO EXERCISE ALL ISSUER YES FOR N/A
THE POWERS OF THE COMPANY, FOR THE PURPOSE OF SECTION 80
OF THE UK COMPANIES ACT 1985 ACT , TO ALLOT RELEVANT
SECURITIES, UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
44,129,432; AUTHORITY EXPIRES ON 25 MAY 2009 ; AND THE
COMPANY MAY MAKE ANY OFFER OR AGREEMENT BEFORE THE EXPIRY
OF THIS AUTHORITY THAT WOULD OR MIGHT REQUIRE RELEVANT
SECURITIES TO BE ALLOTTED AFTER THIS AUTHORITY HAS
EXPIRED AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES
IN PURSUANCE TO SUCH OFFER OR AGREEMENT
PROPOSAL #13.: APPROVE THE BOARD OF INLAND REVENUE, THE ISSUER YES AGAINST N/A
KESA ELECTRICALS PLC SHARE INCENTIVE PLAN SIP AND THE
DRAFT TRUST DEED AND RULES CONSTITUTING THE SIP, COPIES
OF WHICH HAVE BEEN PRODUCED TO THE MEETING AND FOR THE
PURPOSE OF IDENTIFICATION ONLY INITIALED BY THE CHAIRMAN
AND AUTHORIZE THE DIRECTORS TO DO ALL ACTS AND THINGS
NECESSARY OR EXPEDIENT TO IMPLEMENT SIP AND MAKE CHANGES
TO THE DRAFT TRUST DEED AND THE RULES OF SIP AS THEY
CONSIDER NECESSARY OR DESIRABLE TO OBTAIN ANY APPROVALS
OR TO TAKE ACCOUNT OF ANY STATUTORY FISCAL, EXCHANGE
CONTROL OR SECURITIES REGULATIONS EITHER GENERALLY OR IN
RELATION TO ANY POTENTIAL PARTICIPANTS PROVIDED THAT
OVERALL LIMITS CONTAINED IN THE SIP CONTINUE TO APPLY
PROPOSAL #14.: APPROVE THE KESA ELECTRICALS PLC D EPARGNE ISSUER YES FOR N/A
DE GROUPE PEG AND THE DRAFT RULES CONSTITUTING THE
PEG, COPIES OF WHICH HAVE BEEN PRODUCED TO THE MEETING
AND FOR THE PURPOSE OF IDENTIFICATION ONLY INITIALED BY
THE CHAIRMAN IN RESPECT OF ALL FRENCH SUBSIDIARIES OF THE
GROUP WHICH ADHERE TO THE PEG AND AUTHORIZE THE
DIRECTORS TO DO ALL ACTS AND THINGS NECESSARY OR
EXPEDIENT TO IMPLEMENT PEG AND MAKING RULE CHANGES TO THE
TERMS AND CONDITIONS OF THE PEG AS THEY CONSIDER
NECESSARY OR DESIRABLE TO OBTAIN ANY APPROVALS OR TO TAKE
ACCOUNT OF ANY STATUTORY FISCAL, EXCHANGE CONTROL OR
SECURITIES REGULATIONS EITHER GENERALLY OR IN RELATION TO
ANY POTENTIAL PARTICIPANTS PROVIDED THAT OVERALL LIMITS
CONTAINED IN THE PEG CONTINUE TO APPLY
PROPOSAL #15.: APPROVE THE KESA ELECTRICALS PLC LONG-TERM ISSUER YES AGAINST N/A
INCENTIVE PLAN LTIP AND THE DRAFT RULES CONSTITUTING
THE PEG, COPIES OF WHICH HAVE BEEN PRODUCED TO THE
MEETING AND FOR THE PURPOSE OF IDENTIFICATION ONLY
INITIALED BY THE CHAIRMAN AND AUTHORIZE THE DIRECTORS TO
DO ALL ACTS AND THINGS NECESSARY OR EXPEDIENT TO
IMPLEMENT LTIP AND MAKING SUCH CHANGES TO THE RULES
ESTABLISHING THE LTIP AS THEY CONSIDER NECESSARY OR
DESIRABLE TO OBTAIN ANY APPROVALS OR TO TAKE ACCOUNT OF
ANY STATUTORY FISCAL, EXCHANGE CONTROL OR SECURITIES
REGULATIONS EITHER GENERALLY OR IN RELATION TO ANY
POTENTIAL PARTICIPANTS PROVIDED THAT OVERALL LIMITS
CONTAINED IN THE LTIP CONTINUE TO APPLY
PROPOSAL #16.: AUTHORIZE THE DIRECTORS TO ESTABLISH SUCH ISSUER YES AGAINST N/A
NUMBER OF SUPPLEMENT OR APPENDICES TO THE LTIP, PEG AND
THE SIP SCHEMES OR SUCH OTHER EMPLOYEES SHARE SCHEMES
BASED ON THE SCHEMES IN RELATION TO THE ORDINARY SHARES
IN THE CAPITAL OF THE COMPANY SHARES AS THEY WILL BE
NECESSARY OR APPROPRIATE TO TAKE ADVANTAGE OF, OR COMPLY
WITH, LOCAL LAWS AND REGULATIONS, FOR THE BENEFIT OF
EMPLOYEES OF THE COMPANY OR ANY OF ITS SUBSIDIARIES WHO
ARE RESIDENT OR WORKING OVERSEAS AND FOR WHOM
PARTICIPATION IN THE SCHEMES IS OTHERWISE UNDESIRABLE OR
IMPRACTICAL AND FROM TIME TO TIME TO MAKE OR PERMIT THE
MAKING OF SUCH ALTERATION TO SUCH SUPPLEMENTS, APPENDICES
OR OTHER EMPLOYEES SHARE SCHEMES AS THEY CONSIDER
NECESSARY OR DESIRABLE AND THE DIRECTORS CONSIDER
PRACTICABLE, SUBSTANTIAL EQUALLY OF TREATMENT BETWEEN UK
EMPLOYEES AND THE EMPLOYEES RESIDENT OVERSEAS AND THE
OVERALL LIMITS ON THE NUMBER OF SHARES WHICH WILL BE
SUBSCRIBED UNDER ALL THE COMPANY'S EMPLOYEES SHARE
SCHEMES WILL BE NOT BE INCREASED AND THIS SCHEMES SHALL
COUNT TOWARDS SUCH LIMITS
PROPOSAL #S.17: APPROVE TO MAKE DONATION TO EUROPEAN ISSUER YES ABSTAIN N/A
UNION EU POLITICAL ORGANIZATIONS TO INCUR EU POLITICAL
EXPENDITURE UP TO AN AGGREGATE NOT EXCEEDING GBP 250,000
DURING THE PERIOD ENDING ON THE DATE OF THE AGM IN 2005
AND THE AUTHORITY WILL EXTEND TO ENABLE ANY SUCH DONATION
TO BE MADE OR EXPENDITURE TO BE INCURRED EITHER BY THE
COMPANY OR BY ITS SUBSIDIARIES
PROPOSAL #S.18: AUTHORIZE THE DIRECTORS, IN ACCORDANCE ISSUER YES FOR N/A
WITH PROVISIONS OF SECTION 95(1) OF THE ACT, TO ALLOT
EQUITY SECURITIES, FOR CASH PURSUANT TO THE AUTHORITY
CONFERRED BY RESOLUTION 12 ABOVE AND/OR WHERE SUCH
ALLOTMENT CONSTITUTES AN ALLOTMENT OF EQUITY SECURITIES
BY VIRTUE OF SECTION 94(3A) OF THE ACT, DISAPPLYING THE
STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED
WITH SUCH POWER: I) ALLOT EQUITY SECURITIES IN CONNECTION
WITH A RIGHTS ISSUE, OPEN OFFER OR ANY OTHER PRE-EMPTIVE
OFFER IN FAVOR OF HOLDERS OF ORDINARY SHARES IN THE
CAPITAL OF THE COMPANY, WHERE THE EQUITY SECURITIES
RESPECTIVELY ATTRIBUTABLE TO THE INTERESTS OF THE HOLDERS
OF ORDINARY SHARES ARE PROPORTIONATE TO THE RESPECTIVE
AMOUNTS HELD BY THEM, AS THE DIRECTORS MAY DEEM NECESSARY
OR EXPEDIENT TO DEAL WITH FRACTIONAL ENTITLEMENTS OR
LEGAL OR PRACTICAL PROBLEMS ARISING UNDER THE LAWS OF, OR
THE REQUIREMENTS OF, ANY REGULATOR OR STOCK EXCHANGE
AUTHORITY IN JURISDICTION OR ANY OTHER MATTER WHATSOEVER
B) UP TO MAXIMUM NOMINAL AMOUNT OF GBP 6,619,415;
AUTHORITY EXPIRES ON 25 MAY 2009 ; AND THE COMPANY MAY
MAKE ANY OFFER OR AGREEMENT BEFORE SUCH EXPIRY THAT WOULD
OR MIGHT REQUIRE EQUITY SECURITIES TO BE ALLOTTED AFTER
THIS AUTHORITY HAS EXPIRED AND THE DIRECTORS MAY ALLOT
EQUITY SECURITIES PURSUANT TO SUCH OFFER OR AGREEMENT
PROPOSAL #S.19: AUTHORIZE THE COMPANY, IN ACCORDANCE WITH ISSUER YES FOR N/A
SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163(3) OF UP TO 52,995,321 ORDINARY
SHARES, AT A MINIMUM PRICE WHICH WILL BE PAID FOR
ORDINARY SHARE IS 025P AND NOT MORE THAN 5% ABOVE THE
AVERAGE MARKET VALUE FOR SUCH SHARES TAKEN FROM THE
LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, FOR THE 5
BUSINESS DAYS BEFORE THE DATE OF PURCHASE; AUTHORITY
EXPIRES AT THE CONCLUSION OF THE AGM OF THE COMPANY IN
2005 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE
EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
- ----------------------------------------------------------------------------------------------------
Issuer: KINGFISHER PLC
Ticker: N/A CUSIP: G5256E359
Meeting Date 7/4/2003 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1: APPROVE DEMERGER OF KINGFISHER PLC'S ISSUER YES FOR FOR
ELECTRICAL BUSINESS TO KESA ELECTRICALS PLC BY WAY OF
DIVIDEND IN SPECIE
PROPOSAL #2: APPROVE CAPITAL REORGANIZATION ISSUER YES FOR FOR
PROPOSAL #3: APPROVE KESA GROUP SHARESAVE SCHEME AND KESA ISSUER YES FOR FOR
GROUP INTERNATIONAL SHARESAVE PLAN AND AUTHORIZE
DIRECTORS TO MODIFY AND ESTABLISH SUCH PLANS
PROPOSAL #4: APPROVE KESA GROUP DEMERGER AWARD PLAN AND ISSUER YES FOR FOR
AUTHORIZE DIRECTORS TO MODIFY AND ESTABLISH SUCH PLANS
PROPOSAL #5: APPROVE KESA GROUP INCENTIVE COMPENSATION ISSUER YES FOR FOR
PLAN AND AUTHORIZE DIRECTORS TO MODIFY AND ESTABLISH SUCH
PLANS
PROPOSAL #6: APPROVE KESA GROUP EMPLOYEE BENEFIT TRUST ISSUER YES FOR FOR
AND AUTHORIZE DIRECTORS TO MODIFY AND ESTABLISH SUCH
PLANS
- ----------------------------------------------------------------------------------------------------
Issuer: KINGFISHER PLC
Ticker: N/A CUSIP: N/A
Meeting Date 6/3/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: RECEIVE THE REPORT OF THE DIRECTORS ISSUER YES FOR N/A
INCLUDING THE CORPORATE GOVERNANCE REPORT AND THE
FINANCIAL STATEMENTS FOR THE YE 31 JAN 2004 ALONG WITH
THE REPORT OF THE AUDITORS
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES FOR N/A
FOR THE YE 31 JAN 2004
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 6.15 PENCE ON ISSUER YES FOR N/A
THE ORDINARY SHARES FOR PAYMENT ON 11 JUN 2004
PROPOSAL #4.: ELECT MR. TATTON-BROWN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT SIR FRANCIS MACKAY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT MR. HEPHER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE-ELECT MS. SALMON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #8.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE COMPANY'S AUDITORS AND AUTHORIZE THE DIRECTORS TO FIX
THEIR REMUNERATION
PROPOSAL #9.: AUTHORIZE THE DIRECTORS TO ALLOT RELEVANT ISSUER YES FOR N/A
SECURITIES SECTION 80 OF THE COMPANIES ACT 1985 AND TO
MAKE AN OFFER OR AGREEMENT WHICH WOULD OR MIGHT REQUIRE
RELEVANT SECURITIES TO BE ALLOTTED UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 108,526,099; AUTHORITY EXPIRES
EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR 03 SEP 2005
PROPOSAL #10.: AUTHORIZE THE BOARD OF DIRECTORS TO OFFER ISSUER YES FOR N/A
ANY HOLDERS OF ANY SHARES IN THE CAPITAL OF THE COMPANY
THE RIGHT TO ELECT TO RECEIVE SHARES IN THE CAPITAL OF
THE COMPANY, INSTEAD OF CASH, IN RESPECT OF ALL OR PART
OF ALL OR ANY DIVIDENDS DECLARED OR PAID DURING THE
PERIOD PRIOR TO THE AGM OF THE COMPANY TO BE HELD IN
2009, ON THE TERMS AND CONDITIONS IN ARTICLE 138.1 OF THE
ARTICLES OF ASSOCIATION OF THE COMPANY
PROPOSAL #S.11: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES SECTION 94(2) , DISAPPLYING THE PER EMPTION
RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER SHALL BE
LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES: I) IN
CONNECTION WITH A RIGHTS ISSUE FOR CASH IN FAVOR OF
ORDINARY SHAREHOLDERS; AND II) UP TO AN AGGREGATE NOMINAL
AMOUNT NOT EXCEEDING 5% OF THE NOMINAL VALUE OF THE
ISSUED SHARE CAPITAL OF THE COMPANY; AUTHORITY EXPIRES
EARLIER OF, THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR ON 03 SEP 2005 ; AND THE DIRECTORS MAY ALLOT EQUITY
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN
PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO
SUCH EXPIRY
PROPOSAL #S.12: AUTHORIZE THE COMPANY, PURSUANT TO ISSUER YES FOR N/A
ARTICLE 44 OF THE COMPANY'S ARTICLES OF ASSOCIATION AND
SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163(3) OF UP TO 233,210,664 OF ITS
ORDINARY SHARES, AT A MAXIMUM PRICE OF AN AMOUNT EQUAL TO
105% OF THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS OF
SUCH SHARES AS DERIVED FORM THE STOCK EXCHANGE DAILY
OFFICIAL LIST FOR THE 5 BUSINESS AFTER SUCH PURCHASE;
AUTHORITY SHALL EXPIRE AT THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR ON 03 DEC 2005 ; THE COMPANY, BEFORE
THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY
SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
- ----------------------------------------------------------------------------------------------------
Issuer: KOOKMIN BANK
Ticker: N/A CUSIP: N/A
Meeting Date 3/23/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: APPROVE THE FINANCIAL STATEMENT ISSUER YES FOR N/A
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #3.: APPOINT THE DIRECTORS ISSUER YES ABSTAIN N/A
PROPOSAL #4.: APPOINT THE CANDIDATE FOR AUDIT COMMITTEE ISSUER YES FOR N/A
PROPOSAL #5.: APPROVE THE ENDOWMENT OF STOCK OPTION ISSUER YES AGAINST N/A
- ----------------------------------------------------------------------------------------------------
Issuer: LAFARGE SA
Ticker: N/A CUSIP: N/A
Meeting Date 5/25/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: RECEIVE THE BOARD OF DIRECTORS REPORT, THE ISSUER NO N/A N/A
CHAIRMAN'S REPORT ON INTERNAL CONTROL PROCEDURES AND THE
GENERAL AUDITOR'S REPORT, AND APPROVE THE ACCOUNTS AND
THE BALANCE SHEET FOR THE FYE 2003
PROPOSAL #2.: ACKNOWLEDGE THAT THE CONSOLIDATED ACCOUNTS ISSUER NO N/A N/A
WERE PRESENTED, AND THAT THE BOARD OF DIRECTORS REPORT
FOR THE GROUP IS INCLUDED IN THE BOARD OF DIRECTORS
REPORT; NET PROFIT GROUP SHARE: EUR 728,000,000.00
PROPOSAL #3.: APPROVE THE APPROPRIATION OF PROFITS AS ISSUER NO N/A N/A
FOLLOWS: GLOBAL DIVIDEND NON-RECEIVED DIVIDENDS RELATIVE
TO THE AUTO-DETAINED SHARES : EUR 1,939,486.50; INCREASE
OF THE DIVIDEND RELATIVE TO REGISTERED SHARES : EUR
237,499.47; PRIOR RETAINED EARNINGS: EUR 212,584,829.29;
PROFITS FOR THE FY: EUR 402,026,531.23; LEGAL RESERVE:
EUR 13,734,952.00; DISTRIBUTABLE PROFITS: EUR
600,876,412.52AND, THE SHAREHOLDERS WILL RECEIVE A NET
DIVIDEND OF EUR 2.30 AND AN INCREASED DIVIDEND OF EUR
2.53 , WITH A CORRESPONDING TAX CREDIT OF EUR 1.15 FOR
THE NORMAL DIVIDEND AND OF EUR: 1.265 FOR THE INCREASE
DIVIDEND, BALANCE CARRIED FORWARD: EUR 218,068,604.10 ;
THIS DIVIDEND WILL BE PAID ON 01 JUL 2004
PROPOSAL #4.: APPROVE THE SPECIAL AUDITOR'S REPORT, IN ISSUER NO N/A N/A
ACCORDANCE WITH THE PROVISIONS OF ARTICLE L.225-38 AND
FOLLOWING OF THE COMMERCIAL LAW
PROPOSAL #5.: RATIFY THE COOPTATION OF MR. JUAN GALLARDO, ISSUER NO N/A N/A
WHO REPLACES MR. RICHARD HAYTHORNTHWAITE AS A DIRECTOR
PROPOSAL #6.: APPROVE TO RENEW THE TERMS OF OFFICE OF MR. ISSUER NO N/A N/A
JEAN KELLER AS DIRECTOR FOR 4 YEARS
PROPOSAL #7.: AUTHORIZE THE BOARD TO TRADE THE COMPANY ISSUER NO N/A N/A
SHARES ON THE STOCK EXCHANGE IN VIEW OF ADJUSTING THEIR
PRICE AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE
PRICE: EUR 120.00; MINIMUM SELLING PRICE: EUR 50.00; AND,
MAXIMUM NUMBER OF SHARES TO BE TRADED: 10%; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; AND AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #8.: GRANTS ALL POWERS TO THE BEARER OF A COPY ISSUER NO N/A N/A
OR AN EXTRACT OF THE MINUTES OF THE PRESENT IN ORDER TO
ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS WHICH ARE
PRESCRIBED BY LAW
- ----------------------------------------------------------------------------------------------------
Issuer: LG CHEM LTD
Ticker: N/A CUSIP: N/A
Meeting Date 3/17/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: APPROVE THE FINANCIAL STATEMENT AND THE ISSUER YES FOR N/A
DIVIDEND KRW 1,750 PER 1 COMMON SHARE
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #3.1: ELECT MS./MR. HO-SOO OH AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT MS./MR. HO-KOON PARK AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT MS./MR. YOUNG-MOO LEE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: ELECT MS./MR. GUN-SIK KIM AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.: ELECT THE AUDITOR'S COMMITTEE MEMBER ISSUER YES FOR N/A
PROPOSAL #5.: APPROVE THE REMUNERATION LIMIT FOR THE ISSUER YES FOR N/A
DIRECTORS
- ----------------------------------------------------------------------------------------------------
Issuer: LINDE AG
Ticker: N/A CUSIP: N/A
Meeting Date 5/18/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: ACKNOWLEDGE THE COMPANY'S ANNUAL AND ISSUER NO N/A N/A
CONSOLIDATED EARNINGS AND THE REPORT OF THE SUPERVISORY
BOARD FOR 2003
PROPOSAL #2.: APPROVE THE USAGE OF THE YEAR'S NET PROFIT ISSUER NO N/A N/A
WITH A POSSIBLE DIVIDEND PAYMENT OF EUR 1.13 PER ORDINARY
SHARE
PROPOSAL #3.: RATIFY THE ACTS OF THE MANAGING BOARD ISSUER NO N/A N/A
PROPOSAL #4.: RATIFY THE ACTS OF THE SUPERVISORY BOARD ISSUER NO N/A N/A
PROPOSAL #5.: ELECT KPMG AG, IN BERLIN AND FRANKFURT, AS ISSUER NO N/A N/A
THE AUDITORS
PROPOSAL #6.: GRANT AUTHORITY TO PURCHASE OWN SHARES ISSUER NO N/A N/A
PROPOSAL #7.: AMEND THE ARTICLES TO ADJUST TO THE LAW ISSUER NO N/A N/A
MODIFICATION
- ----------------------------------------------------------------------------------------------------
Issuer: LLOYDS TSB GROUP PLC
Ticker: N/A CUSIP: N/A
Meeting Date 5/21/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: RECEIVE THE ACCOUNTS AND THE REPORTS OF THE ISSUER YES FOR N/A
DIRECTORS AND OF THE AUDITORS FOR THE YE 31 DEC 2003
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES FOR N/A
CONTAINED IN THE REPORT AND ACCOUNTS
PROPOSAL #3.a: ELECT MR. P.G. AYLIFFE AS A DIRECTOR, WHO ISSUER YES FOR N/A
RETIRES UNDER ARTICLE 78 OF THE COMPANY'S ARTICLES OF
ASSOCIATION
PROPOSAL #3.b: ELECT DR. W.C.G. BERNDT AS A DIRECTOR, WHO ISSUER YES FOR N/A
RETIRES UNDER ARTICLE 78 OF THE COMPANY'S ARTICLES OF
ASSOCIATION
PROPOSAL #3.c: ELECT MRS. A.A. KNIGHT AS A DIRECTOR, WHO ISSUER YES FOR N/A
RETIRES UNDER ARTICLE 78 OF THE COMPANY'S ARTICLES OF
ASSOCIATION
PROPOSAL #3.d: ELECT MRS. H.A. WEIR AS A DIRECTOR, WHO ISSUER YES FOR N/A
RETIRES UNDER ARTICLE 78 OF THE COMPANY'S ARTICLES OF
ASSOCIATION
PROPOSAL #4.a: RE-ELECT MR. EWAN BROWN AS A DIRECTOR, WHO ISSUER YES FOR N/A
RETIRES BY ROTATION UNDER ARTICLE 81 OF THE COMPANY'S
ARTICLE OF ASSOCIATION
PROPOSAL #4.b: RE-ELECT MR. MR. J.E. DANIELS AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRE BY ROTATION UNDER ARTICLE 81 OF THE
COMPANY'S ARTICLE OF ASSOCIATION
PROPOSAL #4.c: RE-ELECT MR. D.P. PRITCHARD AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES BY ROTATION UNDER ARTICLE 81 OF THE
COMPANY'S ARTICLE OF ASSOCIATION
PROPOSAL #4.d: RE-ELECT MR. M.A. VAN DEN BERGH AS A ISSUER YES ABSTAIN N/A
DIRECTOR, WHO RETIRES BY ROTATION UNDER ARTICLE 81 OF THE
COMPANY'S ARTICLE OF ASSOCIATION
PROPOSAL #5.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES ABSTAIN N/A
THE AUDITORS
PROPOSAL #6.: AUTHORIZE THE DIRECTORS TO SET THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #7.: APPROVE TO RENEW THE AUTHORITY CONFERRED ON ISSUER YES FOR N/A
THE DIRECTORS BY PARAGRAPH 9.2 OF THE ARTICLE 9 OF THE
COMPANY'S ARTICLES OF ASSOCIATION, FOR THE PERIOD ENDING
ON THE DAY OF THE AGM IN 2005 OR ON 20 AUG 2005,
WHICHEVER IS EARLIER, AND FOR THAT PERIOD THE SECTION 80
AMOUNT SHALL BE GBP 334,068,329, USD 40,000,000, EUR
40,000,000 AND JPY 250,000,000
PROPOSAL #11.: APPROVE THE DRAFT RULES OF THE LLOYDS TSB ISSUER YES FOR N/A
PERFORMANCE SHARE PLAN PLAN AS SPECIFIED AND AUTHORIZE
THE DIRECTORS TO CAUSE THE RULES TO BE ADOPTED IN, OR
SUBSTANTIALLY IN, THE FORM OF THE DRAFT AND TO DO ALL
ACTS AND THINGS NECESSARY OR EXPEDIENT TO CARRY THE PLAN
INTO EFFECT; AND APPROVE THE AMENDMENT TO THE LLOYDS TSB
GROUP NO. 2 EXECUTIVE SHARE OPTION SCHEME 1997 AS
SPECIFIED AND AUTHORIZE THE DIRECTORS TO ADOPT THE
AMENDMENTS FROM 01 JAN 2005
PROPOSAL #S.8: APPROVE TO RENEW THE AUTHORITY CONFERRED ISSUER YES FOR N/A
ON THE DIRECTORS, SUBJECT TO THE PASSING OF RESOLUTION 7,
BY PARAGRAPH 9.3 OF THE ARTICLE 9 OF THE COMPANY'S
ARTICLES OF ASSOCIATION AND FOR THAT PERIOD THE SECTION
89 AMOUNT SHALL BE GBP 70,913,582, AND THE SALE OF
TREASURY SHARES SHALL BE TREATED AS AN ALLOTMENT OF
EQUITY SECURITIES FOR THE PURPOSE OF ARTICLE 9
PROPOSAL #S.9: APPROVE TO RENEW THE AUTHORITY GIVEN TO ISSUER YES FOR N/A
THE COMPANY, TO MAKE MARKET PURCHASES SECTION 163 OF THE
COMPANIES ACT 1985 OF UP TO 567 MILLION ORDINARY SHARES
OF 25P EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM
PRICE OF 25P AND UP TO 105% OF THE AVERAGE MIDDLE MARKET
QUOTATIONS FOR SUCH SHARES DERIVED FROM THE STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5
BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY IN 2005 OR 20
NOV 2005 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE
EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
PROPOSAL #S.10: APPROVE AND ADOPT THE NEW ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION OF THE COMPANY, SUBJECT TO THE PASSING OF
RESOLUTIONS 7 AND 8 IN SUBSTITUTION FOR THE EXISTING
ARTICLES OF ASSOCIATION
- ----------------------------------------------------------------------------------------------------
Issuer: LUXOTTICA GROUP S.P.A.
Ticker: LUX CUSIP: 55068R202
Meeting Date 6/17/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #E1: AMENDMENT OF ARTICLES 2, 5, 6, 10, 13, 15, ISSUER YES FOR N/A
16, 18, 20, 21, 22, 24, 25, 27, 28 AND 30, OF THE BY-LAWS
PURSUANT TO THE LEGISLATIVE DECREE NO. 6/2003 AND
SUCCESSIVE AMENDMENTS
PROPOSAL #O2: RESOLUTION WITH RESPECT TO THE DISTRIBUTION ISSUER YES FOR N/A
OF DIVIDENDS.
PROPOSAL #O4: DETERMINATION OF THE 2004 COMPENSATION FOR ISSUER YES ABSTAIN N/A
THE BOARD OF DIRECTORS AND EXECUTIVE COMMITTEE.
- ----------------------------------------------------------------------------------------------------
Issuer: MABUCHI MOTOR CO LTD
Ticker: N/A CUSIP: N/A
Meeting Date 3/30/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, INCLUDING THE ISSUER YES FOR N/A
FOLLOWING DIVIDENDS: INTERIM JY67, FINAL JY 25, SPECIAL
JY 36
PROPOSAL #2: AMEND ARTICLES TO: AUTHORIZE SHARE ISSUER YES AGAINST N/A
REPURCHASES AT BOARD'S DISCRETION
PROPOSAL #3.1: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.2: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES FOR N/A
PROPOSAL #3.3: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES FOR N/A
PROPOSAL #3.4: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES ABSTAIN N/A
PROPOSAL #4: APPROVE RETIREMENT BONUS FOR STATUTORY ISSUER YES AGAINST N/A
AUDITOR
- ----------------------------------------------------------------------------------------------------
Issuer: MAN AG, MUENCHEN
Ticker: N/A CUSIP: N/A
Meeting Date 6/9/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND THE ISSUER NO N/A N/A
ANNUAL REPORT FOR THE FY 2003 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND THE
GROUP ANNUAL REPORT
PROPOSAL #2.: APPROVE THE APPROPRIATION OF THE ISSUER NO N/A N/A
DISTRIBUTABLE PROFIT OF EUR 110,280,000 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 0.75 PER ORDINARY SHARE;
PAYMENT OF A DIVIDEND OF EUR 0.75 PER PREFERENCE SHARE;
AND EX-DIVIDEND AND PAYABLE DATE: 10 JUN 2004
PROPOSAL #3.: RATIFY THE ACTS OF THE BOARD OF MANAGING ISSUER NO N/A N/A
DIRECTORS
PROPOSAL #4.: RATIFY THE ACTS OF THE SUPERVISORY BOARD ISSUER NO N/A N/A
PROPOSAL #5.: AUTHORIZE THE BOARD OF MANAGING DIRECTORS ISSUER NO N/A N/A
TO ACQUIRE UP TO 14,704,000 ORDINARY AND/OR PREFERENCE
SHARES, AT PRICES NOT DEVIATING MORE THAN 20% FROM THEIR
MARKET PRICE, ON OR BEFORE 08 DEC 2005; AND TO SELL THE
SHARES AT A PRICE NOT MATERIALLY BELOW THEIR MARKET
PRICE, TO USE THE SHARES FOR ACQUISITION PURPOSES, TO
FLOAT THE SHARES ON FOREIGN STOCK EXCHANGES AND TO RETIRE
THE SHARES
PROPOSAL #6.: APPROVE TO INCREASE THE BASIC REMUNERATION ISSUER NO N/A N/A
OF THE MEMBERS OF THE SUPERVISORY BOARD FROM EUR 2,500 TO
EUR 10,000 AND AMEND THE ARTICLES OF ASSOCIATION
CORRESPONDINGLY
PROPOSAL #7.: APPROVE THE COMPANY'S CONTRO AND PROFIT ISSUER NO N/A N/A
TRANSFER AGREEMENT WITH ITS WHOLLY-OWNED SUBSIDIARY MAN
ALTERSVERSORGUNG GMBH, EFFECTIVE RETROACTIVELY FROM 01
JAN 2004, UNTIL AT LEAST 31 DEC 2008
PROPOSAL #8.: APPOINT BDO DEUTSCHE WARENTREUHAND AG, ISSUER NO N/A N/A
MUNI, AS THE AUDITORS FOR THE FY 2004
- ----------------------------------------------------------------------------------------------------
Issuer: MAZDA MOTOR CORP
Ticker: N/A CUSIP: N/A
Meeting Date 6/22/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, INCLUDING THE ISSUER YES FOR N/A
FOLLOWING DIVIDENDS: INTERIM JY0, FINAL JY 2, SPECIAL JY
0
PROPOSAL #2: AMEND ARTICLES TO: AUTHORIZE SHARE ISSUER YES AGAINST N/A
REPURCHASES AT BOARD'S DISCRETION
PROPOSAL #3: APPROVE EXECUTIVE STOCK OPTION PLAN ISSUER YES FOR N/A
PROPOSAL #4: AUTHORIZE SHARE REPURCHASE PROGRAM ISSUER YES FOR N/A
PROPOSAL #5.1: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #5.2: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #5.3: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #5.4: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #5.5: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #6: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #7: APPROVE RETIREMENT BONUSES FOR DIRECTORS AND ISSUER YES AGAINST N/A
STATUTORY AUDITOR
- ----------------------------------------------------------------------------------------------------
Issuer: NEC CORP
Ticker: N/A CUSIP: N/A
Meeting Date 6/22/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, INCLUDING THE ISSUER YES FOR N/A
FOLLOWING DIVIDENDS: INTERIM JY3, FINAL JY 3, SPECIAL JY
0
PROPOSAL #2: AMEND ARTICLES TO: REDUCE DIRECTORS TERM IN ISSUER YES AGAINST N/A
OFFICE - AUTHORIZE SHAREREPURCHASES AT BOARD'S
DISCRETION
PROPOSAL #3.1: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.2: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.3: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.4: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.5: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.6: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.7: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.8: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.9: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.10: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.11: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.12: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.13: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.14: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.15: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.1: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES FOR N/A
PROPOSAL #4.2: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES FOR N/A
PROPOSAL #4.3: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES FOR N/A
PROPOSAL #5: APPROVE EXECUTIVE STOCK OPTION PLAN ISSUER YES FOR N/A
PROPOSAL #6: APPROVE RETIREMENT BONUSES FOR DIRECTORS AND ISSUER YES AGAINST N/A
STATUTORY AUDITOR
- ----------------------------------------------------------------------------------------------------
Issuer: NESTLE SA, CHAM UND VEVEY
Ticker: N/A CUSIP: N/A
Meeting Date 4/22/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: APPROVE THE ANNUAL REPORT, ACCOUNTS OF ISSUER YES FOR N/A
NESTLE S.A. AND OF NESTLE GROUP AND THE REPORT OF THE
AUDITORS
PROPOSAL #2.: APPROVE THE RELEASE OF THE BOARD OF ISSUER YES FOR N/A
DIRECTORS AND THE MANAGEMENT
PROPOSAL #3.: APPROVE THE DECISION ON THE APPROPRIATION ISSUER YES FOR N/A
OF THE PROFITS RESULTING FROM THE BALANCE SHEET OF NESTLE
S.A.
PROPOSAL #4.A: ELECT SIR EDWARD GEORGE AS A BOARD OF ISSUER YES ABSTAIN N/A
DIRECTOR
PROPOSAL #4.B: ELECT MR. KASPAR VILLIGER AS A BOARD OF ISSUER YES ABSTAIN N/A
DIRECTOR
PROPOSAL #4.C: ELECT MR. ROLF HAENGGI AS A BOARD OF ISSUER YES ABSTAIN N/A
DIRECTOR
PROPOSAL #4.D: ELECT MR. DANIEL BOREL AS A BOARD OF ISSUER YES ABSTAIN N/A
DIRECTOR
PROPOSAL #4.E: ELECT MRS. CAROLINA MUNELLER AS A BOARD OF ISSUER YES ABSTAIN N/A
DIRECTOR
- ----------------------------------------------------------------------------------------------------
Issuer: NOVARTIS AG, BASEL
Ticker: N/A CUSIP: N/A
Meeting Date 2/24/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: APPROVE THE ANNUAL REPORT, THE FINANCIAL ISSUER YES FOR N/A
STATEMENTS OF NOVARTIS AG AND THE GRO UP CONSOLIDATED
FINANCIAL STATEMENTS FOR THE YEAR 2003
PROPOSAL #2.: APPROVE THE ACTIVITIES OF THE BOARD OF ISSUER YES FOR N/A
DIRECTORS
PROPOSAL #3.: APPROVE THE APPROPRIATION OF AVAILABLE ISSUER YES FOR N/A
EARNINGS OF NOVARTIS AG AS PER BALANCE SHEET AND DECLARE
A DIVIDEND PAYMENT OF CHF 2,526,705,981 IS EQUIVALENT TO
A G ROSS DIVIDEND OF CHF 1.00 PER REGISTERED SHARES OF
CHF 0.50 NOMINAL VALUE ENTI TLED TO DIVIDENDS
PROPOSAL #4.: APPROVE TO ALLOCATE THE GENERAL RESERVES AS ISSUER YES FOR N/A
PER BALANCE SHEET OF 31 DEC 2003 T HE AMOUNTS OF CHF
360,890,000 TO THE FREE RESERVES
PROPOSAL #5.: APPROVE TO REDUCE THE SHARE CAPITAL BY CHF ISSUER YES FOR N/A
12,130,000 FROM CHF 1,400,735,000 T O CHF 1,388,605,000
THAT THE CORRESPONDING NUMBER OF REGISTERED SHARES FOR
SUB SEQUENTLY CANCELLED AND THAT THE RELEVANT CLAUSE IN
THE ARTICLE OF INCORPORATI ON BE AMENDED; AND AMEND
ARTICLE 4 OF THE ARTICLES OF INCORPORATION
PROPOSAL #6.: AUTHORIZE THE BOARD OF DIRECTORS: I) TO ISSUER YES FOR N/A
LAUNCH A FOURTH SHARE REPURCHASE PROGR AM TO A MAXIMUM
AMOUNT OF CHF 3 BILLION, WITH THE AIM OF CANCELING THE
SHARES BOUGHT BACK AND II) TO REPURCHASE FOR CANCELLATION
OWN SHARES BEYOND THE LIMIT OF 10% OF THE SHARE CAPITAL
OF THE NOVARTIS AG IN THE COURSE OF EITHER THE CO
MPLETION EXISTING THIRD SHARE REPURCHASE PROGRAM OF CHF 4
BILLION OR THE IMPLE MENTATION OF THE FOURTH PROGRAM
PROPOSAL #7.: AMEND THE ARTICLE 21 PARAGRAPH 3 OF THE ISSUER YES FOR N/A
ARTICLES OF INCORPORATION
PROPOSAL #8.1: APPROVE THE RESIGNATION OF MR. WALTER G. ISSUER YES FOR N/A
FREHNER AND MR. HEINI LIPPUNER FROM T HE BOARD OF
DIRECTORS
PROPOSAL #8.2a: RE-ELECT PROF. DR. HELMUT SIHLER AS A ISSUER YES FOR N/A
DIRECTOR FOR A PERIOD OF 3 YEARS
PROPOSAL #8.2b: RE-ELECT MR. HANS-JORG RUDLOFF AS A ISSUER YES FOR N/A
DIRECTOR FOR A PERIOD OF 3 YEARS
PROPOSAL #8.2c: RE-ELECT MR. DE DANIEL VASELLA AS A ISSUER YES ABSTAIN N/A
DIRECTOR FOR A PERIOD OF 3 YEARS
PROPOSAL #9.: APPROVE THE RETENTION OF THE CURRENT ISSUER YES FOR N/A
AUDITORS OF NOVARTIS AG AND GROUP AUDITOR S,
PRICEWATERHOUSECOOPERS AG FOR A FURTHER YEAR
- ----------------------------------------------------------------------------------------------------
Issuer: OLD MUTUAL PLC
Ticker: N/A CUSIP: N/A
Meeting Date 5/14/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
AGM PROPOSAL #1.: RECEIVE AND ADOPT THE DIRECTORS REPORT ISSUER YES FOR N/A
AND AUDITED FINANCIAL STATEMENT OF THE GROUP FOR THE YE
31 DEC 2003
AGM PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF 3.1P PER ISSUER YES FOR N/A
ORDINARY SHARE
AGM PROPOSAL #3.i: ELECT MR. M.P.J. MARKS AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
AGM PROPOSAL #3.ii: RE-ELECT MR. R. BOGNI AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
AGM PROPOSAL #3.iii: RE-ELECT MR. N.N. BROADHURST AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
AGM PROPOSAL #3.iv: RE-ELECT MR. J.V.F. ROBERTS AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
AGM PROPOSAL #4.: RE-APPOINT KPMG AUDIT PLC AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY
AGM PROPOSAL #5.: AUTHORIZE THE AUDIT COMMITTEE TO SETTLE ISSUER YES FOR N/A
THE REMUNERATION OF THE AUDITORS
AGM PROPOSAL #6.: APPROVE THE REMUNERATION REPORT IN THE ISSUER YES FOR N/A
COMPANY'S REPORT AND ACCOUNTS FOR THE YE 31 DEC 2003
AGM PROPOSAL #7.: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
SECTION 80 OF THE COMPANIES ACT 1985 AND IN SUBSTITUTION
FOR ANY EXISTING AUTHORITY, TO ALLOT RELEVANT SECURITIES
SECTION 80 UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
127,917,000; AUTHORITY EXPIRES AT THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY ; AND THE DIRECTORS MAY ALLOT
RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN
PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO
SUCH EXPIRY
AGM PROPOSAL #S.8: AUTHORIZE THE DIRECTORS, SUBJECT TO ISSUER YES FOR N/A
THE PASSING OF RESOLUTION 7, TO ALLOT EQUITY SECURITIES
SECTION 94 OF THE COMPANIES ACT 1985 FOR CASH OF UP TO A
MAXIMUM NOMINAL AGGREGATE AMOUNT OF GBP 19,187,000
AND/OR WHERE SUCH ALLOTMENT CONSTITUTES AN ALLOTMENT OF
EQUITY SECURITIES BY VIRTUE OF SECTION 94(3A),
DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION
89(1) ; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OF THE COMPANY ; AND THE DIRECTORS MAY ALLOT EQUITY
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN
PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO
SUCH EXPIRY
AGM PROPOSAL #S.9: AUTHORIZE THE COMPANY IN ACCORDANCE ISSUER YES FOR N/A
WITH SECTION 166 OF THE COMPANIES ACT 1985 TO PURCHASE
ORDINARY SHARES OF 10P EACH IN THE COMPANY ORDINARY
SHARES BY WAY OF MARKET PURCHASE SECTION 163(3) OF THE
COMPANIES ACT 1985 OF UP TO 383,752,930 ORDINARY SHARES,
AT A MINIMUM PRICE OF 10P AND UP TO EXCLUSIVE OF
EXPENSES 5% ABOVE THE AVERAGE MIDDLE MARKET VALUES TAKEN
FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER
THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
IN 2005 OR 12 MONTHS ; THE COMPANY, BEFORE THE EXPIRY,
MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH
WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH
EXPIRY; APPROVE THAT ALL THE ORDINARY SHARES PURCHASED
PURSUANT TO THE SAID AUTHORITY SHALL EITHER: A) BE
CANCELLED IMMEDIATELY UPON COMPLETION OF THE PURCHASE; OR
C) BE HELD, SOLD, TRANSFERRED OR OTHERWISE DEALT WITH AS
TREASURY SHARES IN ACCORDANCE WITH THE PROVISIONS OF THE
COMPANIES ACT 1985
AGM PROPOSAL #S10a: APPROVE THE CONTRACT BETWEEN THE ISSUER YES FOR N/A
COMPANY AND MERRILL LYNCH SOUTH AFRICA (PTY) LIMITED, IN
ACCORDANCE WITH SECTION 161 OF THE COMPANIES ACT 1985,
PURSUANT TO WHICH THE COMPANY MAY MAKE OFF-MARKET
PURCHASES FROM MERRILL LYNCH SOUTH AFRICA (PTY) LIMITED
OF UP TO A MAXIMUM OF 383,752,930 ORDINARY SHARES OF 10P
EACH IN THE COMPANY ORDINARY SHARES IN AGGREGATE (SUCH
MAXIMUM NUMBER TO BE REDUCED BY ANY PURCHASES MADE
PURSUANT TO THE AUTHORITY IN RESOLUTION 9 OR ANY OF THE
OTHER CONTINGENT PURCHASE AS SPECIFIED IN RESOLUTIONS
S10.II, S10.III AND S10.IV AND AUTHORIZE THE COMPANY TO
MAKE OFF-MARKET PURCHASES ITS SHARES PURSUANT TO THIS
CONTRACT FOR A PERIOD OF 12 MONTHS OR UNTIL THE
CONCLUSION OF THE COMPANY AGM IN 2005
AGM PROPOSAL #S10b: APPROVE THE CONTRACT BETWEEN THE ISSUER YES FOR N/A
COMPANY AND INVESTMENT HOUSE NAMIBIA (PTY) LIMITED, IN
ACCORDANCE WITH SECTION 161 OF THE COMPANIES ACT 1985,
PURSUANT TO WHICH THE COMPANY MAY MAKE OFF-MARKET
PURCHASES FROM INVESTMENT HOUSE NAMIBIA (PTY) LIMITED OF
UP TO A MAXIMUM OF 383,752,930 ORDINARY SHARES OF 10P
EACH IN THE COMPANY ORDINARY SHARES IN AGGREGATE (SUCH
MAXIMUM NUMBER TO BE REDUCED BY ANY PURCHASES MADE
PURSUANT TO THE AUTHORITY IN RESOLUTION 9 OR ANY OF THE
OTHER CONTINGENT PURCHASE AS SPECIFIED IN RESOLUTIONS
S10.I, S10.III AND S10.IV AND AUTHORIZE THE COMPANY TO
MAKE OFF-MARKET PURCHASES ITS SHARES PURSUANT TO THIS
CONTRACT FOR A PERIOD OF 12 MONTHS OR UNTIL THE
CONCLUSION OF THE COMPANY AGM IN 2005
AGM PROPOSAL #S10c: APPROVE THE CONTRACT BETWEEN THE ISSUER YES FOR N/A
COMPANY AND FLEMING MARTIN EDWARDS SECURITIES (PRIVATE)
LIMITED, IN ACCORDANCE WITH SECTION 161 OF THE COMPANIES
ACT 1985, PURSUANT TO WHICH THE COMPANY MAY MAKE
OFF-MARKET PURCHASES FROM FLEMING MARTIN EDWARDS
SECURITIES (PRIVATE) LIMITED OF UP TO A MAXIMUM OF
383,752,930 ORDINARY SHARES OF 10P EACH IN THE COMPANY
ORDINARY SHARES IN AGGREGATE (SUCH MAXIMUM NUMBER TO BE
REDUCED BY ANY PURCHASES MADE PURSUANT TO THE AUTHORITY
IN RESOLUTION 9 OR ANY OF THE OTHER CONTINGENT PURCHASE
AS SPECIFIED IN RESOLUTIONS S10.I, S10.II AND S10.IV AND
AUTHORIZE THE COMPANY TO MAKE OFF-MARKET PURCHASES ITS
SHARES PURSUANT TO THIS CONTRACT FOR A PERIOD OF 12
MONTHS OR UNTIL THE CONCLUSION OF THE COMPANY AGM IN 2005
AGM PROPOSAL #S10d: APPROVE THE CONTRACT BETWEEN THE ISSUER YES FOR N/A
COMPANY AND STOCK BROKERS MALAWI LIMITED, IN ACCORDANCE
WITH SECTION 161 OF THE COMPANIES ACT 1985, PURSUANT TO
WHICH THE COMPANY MAY MAKE OFF-MARKET PURCHASES FROM
STOCK BROKERS MALAWI LIMITED OF UP TO A MAXIMUM OF
383,752,930 ORDINARY SHARES OF 10P EACH IN THE COMPANY
ORDINARY SHARES IN AGGREGATE (SUCH MAXIMUM NUMBER TO BE
REDUCED BY ANY PURCHASES MADE PURSUANT TO THE AUTHORITY
IN RESOLUTION 9 OR ANY OF THE OTHER CONTINGENT PURCHASE
AS SPECIFIED IN RESOLUTIONS S10.I, S10.I AND S10.III AND
AUTHORIZE THE COMPANY TO MAKE OFF-MARKET PURCHASES ITS
SHARES PURSUANT TO THIS CONTRACT FOR A PERIOD OF 12
MONTHS OR UNTIL THE CONCLUSION OF THE COMPANY AGM IN 2005
AGM PROPOSAL #S.11: APPROVE TO ADOPT THE ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION OF THE COMPANY INS SUBSTITUTION FOR THE
EXISTING ARTICLES OF ASSOCIATION
AGM PROPOSAL #S.12: APPROVE THE SCHEME OF ARRANGEMENT ISSUER YES FOR N/A
SCHEME BETWEEN THE COMPANY AND THE HOLDERS OF ITS
SHARES; AUTHORIZE THE DIRECTORS, IF THEY SHALL SEE FIT TO
DO SO, TO IMPLEMENT: A) THE ARRANGEMENTS SET OUT IN THE
SCHEME; OR B) THE ALTERNATIVE ARRANGEMENT AS SPECIFIED SO
THAT THE NEW UNCLAIMED BENEFITS TRUST WILL EXCLUSIVELY
RECEIVE AND HOLD ON THE TERMS OF THOSE TRUSTS CASH
PROCEEDS TRANSFERRED TO THOSE TRUSTS IN ACCORDANCE WITH
THE ARRANGEMENTS AS SPECIFIED; AND AMEND THE OBJECTS
CLAUSE IN THE MEMORANDUM OF ASSOCIATION OF THE COMPANY TO
INCLUDE A NEW CLAUSE 4(32) WITH THE REMAINING PARAGRAPHS
OF CLAUSE 4 BEING NUMBERED ACCORDINGLY
CRT PROPOSAL #1.: APPROVE THE SCHEME OF ARRANGEMENT ISSUER YES FOR N/A
PURSUANT TO SECTION 425 OF THE COMPANIES ACT PROPOSED TO
BE MADE BETWEEN OLD MUTUAL PLC AND THE HOLDERS OF ITS
ORDINARY SHARES
- ----------------------------------------------------------------------------------------------------
Issuer: PETROLEO BRASILEIRO S.A. - PETROBRAS
Ticker: PBR CUSIP: 71654V408
Meeting Date 3/29/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #A1: APPROVAL OF THE MANAGEMENT REPORT, THE ISSUER NO N/A N/A
FINANCIAL STATEMENTS AND AUDIT COMMITTEE'S OPINION FOR
THE FISCAL YEAR 2003.
PROPOSAL #A2: APPROVAL OF THE CAPITAL EXPENDITURES ISSUER NO N/A N/A
BUDGET FOR THE FISCAL YEAR 2004.
PROPOSAL #A3: APPROVAL OF THE DISTRIBUTION OF RESULTS FOR ISSUER NO N/A N/A
THE FISCAL YEAR 2003.
PROPOSAL #A4: APPROVAL OF THE ELECTION OF MEMBERS TO THE ISSUER NO N/A N/A
BOARD OF DIRECTORS, AUDIT COMMITTEE AND THEIR RESPECTIVE
SUBSTITUTES, TO VOTE IN THE SAME MANNER AS THE MAJORITY
OF THE SHAREHOLDERS AT THE MEETING.*
PROPOSAL #E1: APPROVAL OF THE INCREASE IN CAPITAL STOCK ISSUER NO N/A N/A
THROUGH THE INCORPORATION OF PART OF THE REVENUE RESERVES
CONSTITUTED IN PREVIOUS FISCAL YEARS AMOUNTING TO R$
13,033 MILLION, INCREASING THE CAPITAL STOCK FROM R$
19,863 MILLION TO R$ 32,896 MILLION WITHOUT ANY CHANGE TO
THE NUMBER OF ISSUED SHARES.
PROPOSAL #E2: APPROVAL OF THE INCREASE IN THE LIMIT OF ISSUER NO N/A N/A
AUTHORIZED CAPITAL FROM R$ 30 BILLION TO R$ 60 BILLION.
PROPOSAL #E3: APPROVAL OF THE ESTABLISHMENT OF THE ISSUER NO N/A N/A
COMPENSATION OF MANAGEMENT AND EFFECTIVE MEMBERS OF THE
AUDIT COMMITTEE, AS WELL AS THEIR PARTICIPATION IN THE
PROFITS.
- ----------------------------------------------------------------------------------------------------
Issuer: PT ASTRA INTERNATIONAL TBK
Ticker: N/A CUSIP: N/A
Meeting Date 5/27/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: APPROVE THE ANNUAL REPORT AND RATIFY THE ISSUER YES FOR N/A
FINANCIAL STATEMENT FOR YEAR 2003
PROPOSAL #2.: APPROVE THE PROFIT ALLOCATION ISSUER YES FOR N/A
PROPOSAL #3.A: APPROVE TO CHANGE THE BOARD OF DIRECTORS ISSUER YES ABSTAIN N/A
PROPOSAL #3.B: APPOINT THE COMPANY COMMISSIONERS ISSUER YES FOR N/A
INCLUDING INDEPENDENT COMMISSIONERS
PROPOSAL #3.C: APPROVE THE REMUNERATION FOR THE DIRECTORS ISSUER YES FOR N/A
AND THE COMMISSIONERS
PROPOSAL #4.: APPOINT THE PUBLIC ACCOUNTANT ISSUER YES ABSTAIN N/A
- ----------------------------------------------------------------------------------------------------
Issuer: PT TOBA PULP LESTARI TBK
Ticker: N/A CUSIP: N/A
Meeting Date 6/25/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: RECEIVE THE REPORT OF THE BOARD OF ISSUER YES FOR N/A
DIRECTORS
PROPOSAL #2.: RATIFY THE BALANCE SHEET AND THE STATEMENT ISSUER YES FOR N/A
OF PROFIT AND LOSS OF 2003
PROPOSAL #3.: APPROVE THE UTILIZATION OF THE COMPANY'S ISSUER YES FOR N/A
PROFIT
PROPOSAL #4.: APPOINT THE REGISTERED PUBLIC ACCOUNTANT ISSUER YES ABSTAIN N/A
PROPOSAL #5.: GRANT THE FULL RELEASE AND DISCHARGE ISSUER YES FOR N/A
PROPOSAL #6.: APPROVE THE CHANGE OF COMPOSITION OF THE ISSUER YES ABSTAIN N/A
COMPANY'S MANAGEMENT
PROPOSAL #7.: OTHERS ISSUER YES AGAINST N/A
- ----------------------------------------------------------------------------------------------------
Issuer: PT TOBA PULP LESTARI TBK PT
Ticker: N/A CUSIP: Y7149U103
Meeting Date 8/15/2003 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1: RATIFY ACTIONS TAKEN BY THE BOARD OF ISSUER YES AGAINST AGAINST
DIRECTORS IN CONNECTION WITH COMPOSITION PLAN
PROPOSAL #2: OTHER BUSINESS ISSUER YES AGAINST AGAINST
PROPOSAL #3: ACCEPT FINANCIAL STATEMENTS AND STATUTORY ISSUER YES FOR FOR
REPORTS
PROPOSAL #4: APPROVE ALLOCATION OF INCOME ISSUER YES FOR FOR
PROPOSAL #5: APPROVE DELOITTE & TOUCHE AS AUDITORS AND ISSUER YES FOR FOR
AUTHORIZE BOARD TO FIX THEIR REMUNERATION
PROPOSAL #6: APPROVE DISCHARGE OF DIRECTORS ISSUER YES FOR FOR
PROPOSAL #7: ELECT DIRECTORS AND COMMISSIONERS ISSUER YES FOR FOR
PROPOSAL #8: OTHER BUSINESS ISSUER YES AGAINST AGAINST
- ----------------------------------------------------------------------------------------------------
Issuer: REXAM PLC
Ticker: N/A CUSIP: N/A
Meeting Date 5/25/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: RECEIVE THE ANNUAL REPORT AND THE GROUP ISSUER YES FOR N/A
ACCOUNTS FOR THE YE 31 DEC 2003
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT ISSUER YES FOR N/A
PROPOSAL #3.: DECLARE THE 2003 FINAL DIVIDEND ON THE ISSUER YES FOR N/A
ORDINARY SHARES
PROPOSAL #4.: ELECT MR. G.S.W. ANGWALD AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #5.: ELECT MR. C.G. SYMON AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #6.: ELECT MR. M.C. BUZZACOLT AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #7.: ELECT MR. Y.E. DOMINIONI AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #8.: ELECT MR. D.L. TUCKER AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #9.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES AGAINST N/A
THE AUDITORS AND AUTHORIZE THE DIRECTORS TO DETERMINE
THEIR REMUNERATION
PROPOSAL #10.: GRANT AUTHORITY TO THE DIRECTORS TO ALLOT ISSUER YES FOR N/A
RELEVANT SECURITIES
PROPOSAL #11.: GRANT AUTHORITY TO THE DIRECTORS TO ALLOT ISSUER YES FOR N/A
EQUITY SECURITIES FOR CASH
PROPOSAL #12.: GRANT AUTHORITY TO THE COMPANY TO PURCHASE ISSUER YES FOR N/A
ITS OWN ORDINARY SHARES
- ----------------------------------------------------------------------------------------------------
Issuer: RMC GROUP PLC
Ticker: N/A CUSIP: N/A
Meeting Date 4/29/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: RECEIVE AND APPROVE THE AUDITED ACCOUNTS ISSUER YES FOR N/A
FOR THE YE 31 DEC 2003 TOGETHER WITH THE DIRECTORS AND
THE AUDITORS REPORTS
PROPOSAL #2.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #3.: ELECT MR. DAVID MUNRO AS A DIRECTOR OF THE ISSUER YES FOR N/A
COMPANY
PROPOSAL #4.: RE-ELECT MR. BILL ALEXANDER AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #5.: RE-ELECT MR. ALASTAIR ROBINSON AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #6.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE AUDITORS OF THE COMPANY AND AUTHORIZE THE DIRECTORS
TO DETERMINE THEIR REMUNERATION
PROPOSAL #7.: RECEIVE AND APPROVE THE REMUNERATION REPORT ISSUER YES ABSTAIN N/A
FOR THE YE 31 DEC 2003
PROPOSAL #8.: AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH ISSUER YES FOR N/A
SECTION 80 OF THE COMPANIES ACT 1985 AND PURSUANT TO
ARTICLE 6 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY,
TO ALLOT AND TO MAKE OFFERS OR AGREEMENTS TO ALLOT
RELEVANT SECURITIES UP TO A MAXIMUM NOMINAL AMOUNT OF GBP
22,177,997; AUTHORITY EXPIRES AT THE CONCLUSION OF THE
AGM IN 2005 ; AND THE DIRECTORS MAY ALLOT RELEVANT
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN
PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO
SUCH EXPIRY
PROPOSAL #11.: AUTHORIZE THE COMPANY OR ITS SUBSIDIARIES, ISSUER YES ABSTAIN N/A
PURSUANT TO POLITICAL PARTIES, ELECTION AND REFERENDUMS
ACT 2000 AND IN ACCORDANCE WITH SECTION 347 C-E OF THE
COMPANIES ACT 1985, TO MAKE DONATIONS TO EU POLITICAL
ORGANIZATION AND TO INCUR EU POLITICAL EXPENDITURE UP TO
A MAXIMUM AGGREGATE AMOUNT OF GBP 50,000; AUTHORITY
EXPIRES AT THE CONCLUSION OF THE COMPANY'S 2005 AGM
PROPOSAL #S.9: AUTHORIZE THE DIRECTORS, SUBJECT AND ISSUER YES FOR N/A
CONDITIONAL UPON THE PASSING OF RESOLUTION 8 AND PURSUANT
TO ARTICLE 7 OF THE ARTICLES OF ASSOCIATION OF THE
COMPANY, TO ALLOT EQUITY SECURITIES SECTION 89 OF THE
COMPANIES ACT 1985 FOR CASH PURSUANT TO THE AUTHORITY
CONFERRED BY RESOLUTION 8, DISAPPLYING THE STATUTORY
PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS
POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES:
A) IN CONNECTION WITH A RIGHTS ISSUE IN FAVOR OF ORDINARY
SHAREHOLDERS; B) UP TO A MAXIMUM NOMINAL AMOUNT OF GBP
3,327,032; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE AGM IN 2005 ; AND THE DIRECTORS MAY
ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXPIRY
PROPOSAL #S.10: AUTHORIZE THE COMPANY, PURSUANT TO ISSUER YES FOR N/A
ARTICLE 11 OF ITS ARTICLES OF ASSOCIATION AND FOR THE
PURPOSE OF SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE
MARKET PURCHASES SECTION 163 OF UP TO 26,537,390
ORDINARY SHARES, AT A MINIMUM PRICE OF 25P AND UP TO 105%
OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR THE
COMPANY'S ORDINARY SHARES DERIVED FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5
BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE AGM OF THE COMPANY HELD IN 2005 OR 29
OCT 2005 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE
EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
- ----------------------------------------------------------------------------------------------------
Issuer: ROHM CO LTD
Ticker: N/A CUSIP: N/A
Meeting Date 6/29/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: APPROVE THE APPROPRIATION OF RETAINED ISSUER YES FOR N/A
EARNINGS OF THE 46TH FY: DIVIDENDS FOR THE CURRENT TERM
HAS BEEN PROPOSED AS JPY 42.50 PER SHARE (JPY 55 ON A
YEARLY BASIS)
PROPOSAL #2.: APPROVE THE PARTIAL AMENDMENT TO THE ISSUER YES AGAINST N/A
ARTICLES OF INCORPORATION: THE COMPANY WILL BE ALLOWED TO
PURCHASE ITS OWN SHARES UPON A RESOLUTION OF THE BOARD
OF DIRECTORS IN ACCORDANCE WITH THE COMMERCIAL CODE 211-3
PROPOSAL #3.1: ELECT MR. YOSHIAKI SHIBATA AS A CORPORATE ISSUER YES FOR N/A
AUDITOR
PROPOSAL #3.2: ELECT MR. YASUHITO TAMAKI AS A CORPORATE ISSUER YES FOR N/A
AUDITOR
PROPOSAL #3.3: ELECT MR. SHINYA MURAO AS A CORPORATE ISSUER YES FOR N/A
AUDITOR
PROPOSAL #3.4: ELECT MR. TOSHIKI SHIMOZONO AS A CORPORATE ISSUER YES FOR N/A
AUDITOR
PROPOSAL #3.5: ELECT MR. HARUO KITAMURA AS A CORPORATE ISSUER YES FOR N/A
AUDITOR
PROPOSAL #4.: GRANT RETIREMENT ALLOWANCES TO THE RETIRING ISSUER YES AGAINST N/A
CORPORATE AUDITOR, MR TOSHIO MINOURA, IN ACCORDANCE WITH
THE COMPANY'S RULE
- ----------------------------------------------------------------------------------------------------
Issuer: ROLLS-ROYCE GROUP PLC, LONDON
Ticker: N/A CUSIP: N/A
Meeting Date 5/5/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: RECEIVE THE REPORT OF THE DIRECTORS AND THE ISSUER YES FOR N/A
AUDITED FINANCIAL STATEMENTS
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES FOR N/A
PROPOSAL #3.: RE-ELECT MR. D.E. BAIRD AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #4.: RE-ELECT HON MR. A.L. BONDURANT AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #5.: RE-ELECT MR. P.J. BYROM AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #6.: RE-ELECT MR. J.P. CHEFFINS AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #7.: RE-ELECT MR. C-P FORSTER AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #8.: RE-ELECT MR. C.H. GREEN AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #9.: RE-ELECT MR. J.M. GUYETTE AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #10.: RE-ELECT DR. M.G.J.W HOWSE AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #11.: RE-ELECT LORD MOORE OF LOWER MARSH AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #12.: RE-ELECT SIR. ROBIN NICHOLSON AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #13.: RE-ELECT SIR. JOHN ROSE AS A DIRECTOR OF ISSUER YES ABSTAIN N/A
THE COMPANY
PROPOSAL #14.: RE-ELECT MR. A.B. SHILSTON AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #15.: RE-ELECT MR. I.C STRACHAN AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #16.: RE-ELECT MR. C.G AS A DIRECTOR OF THE ISSUER YES FOR N/A
COMPANY
PROPOSAL #17.: RE-ELECT SIR JOHN WESTON AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #18.: RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS ISSUER YES FOR N/A
OF THE COMPANY, UNTIL THE CONCLUSION OF THE NEXT GENERAL
MEETING OF THE COMPANY
PROPOSAL #23: APPROVE THE ROLLS-ROYCE GROUP PLC ISSUER YES FOR N/A
PERFORMANCE SHARE PLAN PLAN AND AUTHORIZE THE DIRECTORS
TO DO ALL ACTS AND THINGS WHICH THEY CONSIDER NECESSARY
OR EXPEDIENT TO CARRY THE PLAN INTO EFFECT
PROPOSAL #25.: APPROVE, IF RESOLUTION 24 IS NOT PASSED, ISSUER YES FOR N/A
TO DECLARE A DIVIDEND
PROPOSAL #26.: AUTHORIZE THE DIRECTORS, IF RESOLUTION 24 ISSUER YES FOR N/A
IS NOT PASSED, TO OFFER SHAREHOLDERS THE RIGHT TO ELECT
TO RECEIVE SHARES, CREDITED AS FULLY PAID, INSTEAD OF
CASH IN RESPECT OF ANY DIVIDEND DECLARED OR PAID, UNTIL
THE CONCLUSION OF NEXT AGM OF THE COMPANY IN ACCORDANCE
WITH ARTICLES OF ASSOCIATION OF THE COMPANY
PROPOSAL #S.19: APPROVE THE SECTION 80 AMOUNT DEFINED IN ISSUER YES FOR N/A
ARTICLE 10(D) BE GBP 111,843,332
PROPOSAL #S.20: APPROVE THE SECTION 89 AMOUNT DEFINED IN ISSUER YES FOR N/A
ARTICLE 10(D) BE GBP 16,776,499
PROPOSAL #S.21: APPROVE TO: A)AUTHORIZE THE COMPANY TO ISSUER YES FOR N/A
MAKE MARKET PURCHASES SECTION 163(3) OF THE COMPANIES
ACT 1985 OF UP TO 167,764,998 ORDINARY SHARES OF 20
PENCE EACH, AT A MINIMUM PRICE OF 20 PENCE NOMINAL VALUE
OF AN ORDINARY SHARE AND AN AMOUNT EQUAL TO 105% OF THE
AVERAGE MIDDLE MARKET QUOTATIONS FOR THE ORDINARY SHARES
DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL
LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLIER AT THE CLOSE OF THE AGM OF THE
COMPANY IN 2005 OR 18 MONTHS ; THE COMPANY, BEFORE THE
EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH
EXPIRY; AND B) IN ORDER TO REFLECT THE INTRODUCTION OF
THE NEW LAWS RELATING TO THE HOLDING OF TREASURY SHARES
AND AMEND THE ARTICLES 10A, 151A, 4(A), 52, 81(B)(I)(B)
AND 124(B)(IV)
PROPOSAL #S.22: AMEND THE ARTICLES 94(B) AND 94(D)(I) OF ISSUER YES FOR N/A
THE ARTICLES OF ASSOCIATION
PROPOSAL #S.24: AUTHORIZE CREATION OF PREFERRED STOCK; ISSUER YES FOR N/A
APPROVE ISSUE OF PREFERRED STOCK; INCREASE AUTHORIZED
CAPITAL
- ----------------------------------------------------------------------------------------------------
Issuer: ROYAL & SUN ALLIANCE INSURANCE GROUP PLC
Ticker: N/A CUSIP: N/A
Meeting Date 5/28/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: ADOPT THE ANNUAL REPORT AND ACCOUNTS FOR ISSUER YES FOR N/A
2003
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF 2.9P PER ISSUER YES FOR N/A
ORDINARY FOR 2003 TO BE PAID ON 03 JUN 2004 TO THE
SHAREHOLDERS WHOSE NAMES ARE ON THE REGISTER OF MEMBERS
OF ROYAL & SUN ALLIANCE ON 19 MAR 2004
PROPOSAL #3.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES AGAINST N/A
ROYAL & SUN ALLIANCE AUDITORS UNTIL THE NEXT AGM AND
AUTHORIZE THE DIRECTORS TO SET THEIR FEES
PROPOSAL #4.: RE-APPOINT MR. EDWARD LEA AS A DIRECTOR ISSUER YES ABSTAIN N/A
UNTIL THE NEXT AGM
PROPOSAL #5.: RE-APPOINT MR. JOHN MAXWELL AS A DIRECTOR ISSUER YES ABSTAIN N/A
UNTIL THE NEXT AGM
PROPOSAL #6.: RE-APPOINT MR. NOEL HARWERTH AS A DIRECTOR ISSUER YES FOR N/A
UNTIL THE NEXT AGM
PROPOSAL #7.: RE-APPOINT MR. MALCOLM LE MAY AS A DIRECTOR ISSUER YES FOR N/A
UNTIL THE NEXT AGM
PROPOSAL #8.: RE-APPOINT MR. GEORGE CULMER AS A DIRECTOR ISSUER YES FOR N/A
UNTIL THE NEXT AGM
PROPOSAL #9.: APPROVE ROYAL & SUN ALLIANCE'S REMUNERATION ISSUER YES FOR N/A
REPORT
PROPOSAL #10.: APPROVE THE ROYAL & SUN ALLIANCE INSURANCE ISSUER YES FOR N/A
GROUP PLC SHARE MATCHING PLAN THE PLAN AND AUTHORIZE
THE DIRECTORS TO DO ALL SUCH ACTS AND THINGS AS THEY DEEM
NECESSARY OR EXPEDIENT TO CARRY THE PLAN; AND AUTHORIZE
THE DIRECTORS TO ESTABLISH SUCH SCHEDULES TO THE PLAN AS
THEY DEEM NECESSARY IN RELATION TO EMPLOYEES IN
JURISDICTIONS OUTSIDE THE UK, WITH SUCH MODIFICATIONS AS
DEEM NECESSARY OR DESIRABLE TO TAKE ACCOUNT OF LOCAL
SECURITIES LAWS, EXCHANGE CONTROL AND TAX LEGISLATION,
PROVIDED THAT ANY SHARES MADE AVAILABLE UNDER SUCH
SCHEDULES MUST BE TREATED AS ACCOUNTING AGAINST THE
RELEVANT LIMITS ON INDIVIDUAL PARTICIPATION AND OVER ALL
PARTICIPATION IN THE PLAN
PROPOSAL #11.: AUTHORIZE THE ROYAL SUN ALLIANCE, FOR THE ISSUER YES ABSTAIN N/A
PURPOSES OF PART XA OF THE COMPANIES ACT 1985 TO: A) MAKE
DONATIONS TO EU POLITICAL ORGANIZATIONS NOT EXCEEDING
GBP 100,000 IN AGGREGATE PER ANNUM AND; B) INCUR EU
POLITICAL EXPENDITURE NOT EXCEEDING GBP 100,000 IN
AGGREGATE PER ANNUM; AUTHORITY EXPIRES EARLIER OF THE
CONCLUSION OF NEXT YEAR'S AGM OR 27 AUG 2005 ; AND SUCH
AGGREGATE AMOUNTS MAY BE COMPRISED OF ONE OR MORE AMOUNTS
IN DIFFERENT CURRENCIES WHICH SHALL BE CONVERTED AT SUCH
RATE AS MAY BE DETERMINED BY THE BOARD IN ITS ABSOLUTE
DISCRETION TO BE APPROPRIATE
PROPOSAL #13.: AUTHORIZE THE DIRECTORS OF THE COMPANY: A) ISSUER YES FOR N/A
TO EXERCISE THE POWER CONTAINED IN ARTICLE 136 OF THE
ARTICLE OF ASSOCIATION SO THAT, THE HOLDERS OF ORDINARY
SHARES IN ROYAL & SUN ALLOWANCE ARE PERMITTED TO ELECT TO
RECEIVE NEW ORDINARY SHARES, CREDITED AS FULLY PAID,
INSTEAD OF ALL OR AT THE DISCRETION OF THE DIRECTORS,
PART OF ANY DIVIDENDS PAID BY ROYAL & SUN ALLIANCE PRIOR
TO 27 MAY 2009; AND B) TO CAPITALIZE THE APPROPRIATE
NOMINAL AMOUNT OF THE NEW ORDINARY SHARES IN THE COMPANY,
FAILING TO BE ALLOTTED PURSUANT TO ANY ELECTIONS MADE
PURSUANT TO POINT A) ABOVE OUT OF THE AMOUNT TO THE
CREDIT OF ANY RESERVE ACCOUNTS INCLUDING ANY SHARE
PREMIUM ACCOUNT AND CAPITAL REDEMPTION RESERVE OR TO THE
CREDIT OF THE PROFIT AND LOSS ACCOUNT IN EACH CASE,
WHETHER OR NOT SUCH AMOUNTS ARE AVAILABLE FOR
DISTRIBUTION , TO APPLY THAT SUM IN PAYING UP SUCH NEW
ORDINARY SHARES TO THE SHARE HOLDERS OF ROYAL ALLOWANCE
VALIDLY MAKING SUCH ELECTIONS
PROPOSAL #14.: AUTHORIZE THE DIRECTORS OF ROYAL & SUN ISSUER YES FOR N/A
ALLIANCE, IN SUBSTITUTION FOR ANY EXISTING AUTHORITY AND
AS DEFINED BY SECTION 80 OF THE COMPANIES ACT 1985, TO
ALLOT RELEVANT SECURITIES UP TO A MAXIMUM NOMINAL AMOUNT
OF GBP 439,023,157 5% OF THE ISSUED ORDINARY SHARE
CAPITAL ON 10 MAR 2004 ; AUTHORITY WILL EXPIRE EARLIER
OF THE CONCLUSION OF NEXT YEAR'S AGM OR ON 27 AUG 2005 ;
AND ROYAL & SUN ALLIANCE MAY MAKE ALLOTMENTS DURING THE
RELEVANT PERIOD WHICH MAY BE EXERCISED AFTER THE RELEVANT
PERIOD
PROPOSAL #S.12: AMEND ARTICLES 2, 80 AND 81 OF THE ISSUER YES FOR N/A
ARTICLES OF ASSOCIATION OF THE COMPANY BY DELETING THE
EXISTING ARTICLES AND BY ADOPTING NEW ARTICLES 2, 80 AND
81
PROPOSAL #S.15: AUTHORIZE THE DIRECTORS OF ROYAL & SUN ISSUER YES FOR N/A
ALLIANCE, UNDER THE AUTHORITY GIVEN BY RESOLUTION 14, TO
ALLOT EQUITY SECURITIES SECTION 94(2) OF THE COMPANIES
ACT 1985 FOR CASH, BY DISAPPLYING THE STATUTORY
PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS
POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES:
A) IN CONNECTION WITH AN OFFER SECURITIES WHICH IS OPEN
FOR ACCEPTANCE IN A PERIOD DECIDED ON BY THE DIRECTORS;
B) UP TO AN AGGREGATE NOMINAL VALUE OF GBP 39,603,474;
AUTHORITY WILL EXPIRE EARLIER OF THE CONCLUSION OF NEXT
YEAR'S AGM OR ON 27 AUG 2005 ; AND THE ROYAL & SUN
ALLIANCE MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF
THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT
MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.16: AUTHORIZE THE ROYAL & SUN ALLIANCE TO ISSUER YES FOR N/A
MAKE MARKET PURCHASES SECTION 163 OF THE COMPANIES ACT
1985 OF UP TO 288,025,262 ORDINARY SHARES AT A PRICE NOT
LESS THAN THE NOMINAL VALUE CURRENTLY OF 27.5P FOR
EACH ORDINARY SHARE AND NOT MORE THAN 5% OVER THE AVERAGE
OF THE MIDDLE MARKET PRICE OF THE ORDINARY SHARES BASED
ON THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER
THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY WILL EXPIRE
EARLIER OF THE CONCLUSION OF NEXT YEAR'S AGM OR ON 27 AUG
2005 ; THE ROYAL & SUN ALLIANCE, BEFORE THE EXPIRY, MAY
MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR
MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
- ----------------------------------------------------------------------------------------------------
Issuer: ROYAL BANK OF SCOTLAND GROUP PLC
Ticker: N/A CUSIP: N/A
Meeting Date 4/29/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: RECEIVE THE REPORT AND THE ACCOUNTS ISSUER YES FOR N/A
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT ISSUER YES FOR N/A
PROPOSAL #3.: DECLARE A FINAL DIVIDEND ON THE ORDINARY ISSUER YES FOR N/A
SHARES
PROPOSAL #4.: RE-ELECT MR. E. BOTIN AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #5.: RE-ELECT MR. L.K. FISH AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT SIR ANGUS GROSSART AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE-ELECT SIR GEORGE MATHEWSON AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #8.: RE-ELECT MR. G.F. PELL AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #9.: RE-ELECT MR. I.S. ROBERTSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #10.: RE-ELECT SIR IAIN VALLANCE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #11.: RE-APPOINT DELOITTE & TOUCHE LLP AS THE ISSUER YES FOR N/A
AUDITORS
PROPOSAL #12.: AUTHORIZE THE DIRECTORS TO FIX THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #13.: APPROVE TO RENEW THE AUTHORITY TO ALLOT ISSUER YES FOR N/A
THE SHARES
PROPOSAL #14.: APPROVE TO RENEW AND AMEND THE PRE-EMPTION ISSUER YES FOR N/A
AUTHORITY
PROPOSAL #15.: APPROVE THE PURCHASE OF OWN SHARES ISSUER YES FOR N/A
PROPOSAL #16.: APPROVE TO CREATE THE ADDITIONAL DOLLAR ISSUER YES FOR N/A
PREFERENCE SHARES AND RENEW THE AUTHORITY TO ALLOT THE
PREFERENCE SHARES
PROPOSAL #17.: APPROVE THE AMENDMENTS TO THE TERMS OF THE ISSUER YES FOR N/A
PREFERENCE SHARES
- ----------------------------------------------------------------------------------------------------
Issuer: ROYAL PHILIPS ELECTRONICS NV, EINDHOVEN
Ticker: N/A CUSIP: N/A
Meeting Date 3/25/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: OPENING ISSUER NO N/A N/A
PROPOSAL #2.: APPROVE THE ANNUAL REPORT, THE DIVIDEND AND ISSUER NO N/A N/A
THE DISCHARGE
PROPOSAL #2.a: PROPOSAL TO ADOPT THE 2003 FINANCIAL ISSUER NO N/A N/A
STATEMENTS
PROPOSAL #2.b: EXPLANATION OF CORPORATE GOVERNANCE ISSUER NO N/A N/A
STRUCTURE
PROPOSAL #2.c: EXPLANATION OF POLICY ON ADDITIONS TO ISSUER NO N/A N/A
RESERVES AND DIVIDENDS
PROPOSAL #2.d: PROPOSAL TO ADOPT A DIVIDEND OF EUR 0.36 ISSUER NO N/A N/A
PER COMMON SHARE
PROPOSAL #2.e: PROPOSAL TO DISCHARGE THE MEMBERS OF THE ISSUER NO N/A N/A
BOARD OF MANAGEMENT FOR THEIR RESPONSIBILITIES
PROPOSAL #2.f: PROPOSAL TO DISCHARGE THE MEMBERS OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD FOR THEIR RESPONSIBILITIES
PROPOSAL #3.: APPROVE THE COMPOSITION OF THE SUPERVISORY ISSUER NO N/A N/A
BOARD
PROPOSAL #3.a: PROPOSAL TO RE-APPOINT MR. K.A.L.M. VAN ISSUER NO N/A N/A
MIERT AS A MEMBER OF THE SUPERVISORY BOARD OF THE COMPANY
WITH EFFECT FROM MARCH 25, 2004
PROPOSAL #3.b: PROPOSAL TO APPOINT MR. E. KIST AS A ISSUER NO N/A N/A
MEMBER OF THE SUPERVISORY BOARD OF THE COMPANY WITH
EFFECT FROM JULY 1, 2004
PROPOSAL #4.: APPROVE THE REMUNERATION OF THE BOARD OF ISSUER NO N/A N/A
MANAGEMENT
PROPOSAL #4.a: PROPOSAL TO ADOPT THE REMUNERATION POLICY ISSUER NO N/A N/A
FOR THE BOARD OF MANAGEMENT
PROPOSAL #4.b: PROPOSAL TO ALLOCATE THE POOL OF STOCK ISSUER NO N/A N/A
OPTIONS AND RESTRICTED SHARES TO BE GRANTED TO MEMBERS OF
THE BOARD OF MANAGEMENT
PROPOSAL #5.: PROPOSAL TO AUTHORIZE THE BOARD OF ISSUER NO N/A N/A
MANAGEMENT FOR A PERIOD OF 18 MONTHS, AS OF MARCH 25,
2004, AS THE BODY WHICH IS AUTHORIZED TO DECIDE, WITH THE
APPROVAL OF THE SUPERVISORY BOARD AND THE MEETING OF
PRIORITY SHAREHOLDERS, TO ISSUE SHARES OR RIGHTS TO
SHARES WITHIN THE LIMITS LAID DOWN IN THE ARTICLES OF
ASSOCIATION, AS WELL AS TO RESTRICT OR EXCLUDE THE
PRE-EMPTION RIGHT ACCRUING TO SHAREHOLDERS. THIS
AUTHORIZATION WILL BE LIMITED TO 10% OF THE ISSUED
CAPITAL PLUS 10% OF THE ISSUED CAPITAL IN CONNECTION WITH
OR ON THE OCCASION OF MERGERS AND ACQUISITIONS.
PROPOSAL #6.: PROPOSAL TO AUTHORIZE THE BOARD OF ISSUER NO N/A N/A
MANAGEMENT FOR A PERIOD OF 18 MONTHS, AS OF MARCH 25,
2004, WITHIN THE LIMITS OF THE LAW AND THE ARTICLES OF
ASSOCIATION, TO ACQUIRE FOR VALUABLE CONSIDERATION, ON
THE STOCK EXCHANGE OR OTHERWISE, SHARES IN THE COMPANY AT
A PRICE BETWEEN, ON THE ONE HAND, AN AMOUNT EQUAL TO THE
PAR VALUE OF THE SHARES AND, ON THE OTHER HAND, AN
AMOUNT EQUAL TO 110% OF THE MARKET PRICE OF THESE SHARES
ON THE OFFICIAL SEGMENT OF EURONEXT AMSTERDAM N.V.'S
STOCK MARKET (EURONEXT AMSTERDAM); THE MARKET PRICE BEING
THE AVERAGE OF THE HIGHEST PRICE ON EACH OF THE FIVE
DAYS OF TRADING PRIOR TO THE DATE OF ACQUISITION, AS
SHOWN IN THE OFFICIAL PRICE LIST OF EURONEXT AMSTERDAM.
PROPOSAL #7.: PROPOSAL TO AUTHORIZE THE BOARD OF ISSUER NO N/A N/A
MANAGEMENT FOR A PERIOD OF 18 MONTHS, AS OF MARCH 25,
2004, TO DETERMINE WITHIN THE LIMITS OF THE LAW, UPON
CONVENING A GENERAL MEETING OF SHAREHOLDERS OF THE
COMPANY, THAT THOSE PERSONS WHO ARE REGISTERED IN A
REGISTER AND ON A DATE SPECIFIED BY THE BOARD OF
MANAGEMENT HAVE TO BE CONSIDERED AS ENTITLED TO
PARTICIPATE IN AND TO VOTE AT SUCH MEETING.
PROPOSAL #8.: ANY OTHER BUSINESS ISSUER NO N/A N/A
PROPOSAL #9.: CLOSING ISSUER NO N/A N/A
- ----------------------------------------------------------------------------------------------------
Issuer: SAIPEM SPA, SAN DONATO MILANESE
Ticker: N/A CUSIP: N/A
Meeting Date 4/28/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #E.1: AMEND THE BY-LAWS IN ORDER TO REFLECT ISSUER NO N/A N/A
LEGISLATIVE DECREE 6/2003 REFORM VIETTI OF THE CIVIL
CODE ; ADDITIONAL BY-LAWS AMENDMENT
PROPOSAL #O.1: RECEIVE FINANCIAL BALANCE SHEET REPORTS AS ISSUER NO N/A N/A
OF 31 DEC 2003, CONSOLIDATED BALANCE SHEET, THE BOARD OF
DIRECTORS, THE INTERNAL AND THE EXTERNAL AUDITORS
REPORTS; PROFIT DISTRIBUTION
PROPOSAL #O.2: AUTHORIZE THE BOARD OF DIRECTORS, AS PER ISSUER NO N/A N/A
ARTICLE 2357 OF THE CIVIL CODE, TO BUY, WITHIN 18 MONTHS
FROM THE SHAREHOLDERS MEETING RESOLUTION UP TO A MAXIMUM
NUMBER OF 2,460,000 OWN SHARES FACE VALUE EUR 1 AT A
PRICE NOT LOWER THAN SHARES FACE VALUE AND NOT HIGHER
THAN 5% OF THE REFERENCE PRICE REGISTERED DURING THE
WORKING DAY BEFORE EACH SINGLE PURCHASE ON ITALIAN STOCK
EXCHANGE AND IN ANY CASE FOR A TOTAL CASH AMOUNT NOT
GREATER THAN EUR 21,000,000
PROPOSAL #O.3: AUTHORIZE THE BOARD OF DIRECTORS, AS PER ISSUER NO N/A N/A
ARTICLE 2357 TER OF THE CIVIL CODE, TO DISPOSE UP TO
MAXIMUM NUMBER OF 2,460,000 OWN SHARES TO BE RESERVED TO
THE STOCK GRANT AND TO STOCK OPTIONS PLANS
PROPOSAL #O.4: APPOINT THE EXTERNAL AUDITORS FOR 3 YEARS ISSUER NO N/A N/A
PROPOSAL #O.5: AMEND THE MEETING REGULATION ISSUER NO N/A N/A
- ----------------------------------------------------------------------------------------------------
Issuer: SAMSUNG ELECTRONICS CO LTD
Ticker: N/A CUSIP: N/A
Meeting Date 2/27/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
AGM PROPOSAL #1.: APPROVE THE FINANCIAL STATEMENT, THE ISSUER YES FOR N/A
BALANCE SHEET, THE PROPOSED DISPOSITION O F RETAINED
EARNING, THE STATEMENT OF PROFIT AND LOSS AND KRW 5,000
PER 1 COMMO N SHARE AND KRW 5,050 PER 1 PREFERRED SHARE
AGM PROPOSAL #2.1: ELECT AN EXTERNAL DIRECTOR ISSUER YES FOR N/A
AGM PROPOSAL #2.2: ELECT THE AUDITORS ISSUER YES FOR N/A
AGM PROPOSAL #2.3: ELECT AN INTERNAL DIRECTOR ISSUER YES FOR N/A
AGM PROPOSAL #3.: APPROVE THE REMUNERATION LIMIT FOR ISSUER YES FOR N/A
DIRECTORS
- ----------------------------------------------------------------------------------------------------
Issuer: SANLAM LTD
Ticker: N/A CUSIP: N/A
Meeting Date 6/2/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: APPROVE AND ADOPT THE ANNUAL FINANCIAL ISSUER YES FOR N/A
STATEMENTS OF THE GROUP AND THE COMPANY FOR THE YE 31 DEC
2003
PROPOSAL #2.: RE-APPOINT THE EXTERNAL AUDITORS OF THE ISSUER YES FOR N/A
COMPANY
PROPOSAL #3.1: RE-ELECT MR. M.M.M. BAKANE-TUOANE AS THE ISSUER YES FOR N/A
ADDITIONAL DIRECTOR, IN TERMS OF ARTICLE 13.2 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #3.2: RE-ELECT MR. F.A. DU PLESSIS AS THE ISSUER YES ABSTAIN N/A
ADDITIONAL DIRECTOR, IN TERMS OF ARTICLE 13.2 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #3.3: RE-ELECT MR. W. JAMES AS THE ADDITIONAL ISSUER YES FOR N/A
DIRECTOR, IN TERMS OF ARTICLE 13.2 OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #4.: RE-ELECT MR. J.J.M. VAN ZYL AS A DIRECTOR, ISSUER YES ABSTAIN N/A
IN TERMS OF ARTICLE 14 OF THE ARTICLES
PROPOSAL #5.: RE-ELECT THE THREE RETIRING DIRECTORS, WHO ISSUER YES ABSTAIN N/A
WILL BE APPOINTED BY THE BOARD IN CASUAL VACANCIES OR AS
ADDITIONAL DIRECTORS OF THE COMPANY IN TERMS OF ARTICLE
13.2 OF THE ARTICLES, AS WELL AS IN TERMS OF THE
PROVISIONS OF THE EMPOWERMENT TRANSACTION TRANSACTION
BETWEEN THE COMPANY AND UBUNTU-BOTHO INVESTMENTS
PROPRIETARY LIMITED UBUNTU-BOTHO , IN TERMS OF THE
AGREEMENT, UBUNTU-BOTHO WILL HAVE THE RIGHT TO NOMINATE
THREE NON-EXECUTIVE DIRECTORS ACCEPTABLE TO THE COMPANY,
TO THE BOARD, POST COMPLETION OF THE TRANSACTION
PROPOSAL #6.: AUTHORIZE THE BOARD TO DETERMINE THE ISSUER YES FOR N/A
REMUNERATION OF THE EXTERNAL AUDITORS
PROPOSAL #7.: APPROVE THE TOTAL AMOUNT OF THE DIRECTORS ISSUER YES ABSTAIN N/A
REMUNERATION
PROPOSAL #8.O1: APPROVE TO PLACE THE UNISSUED ORDINARY ISSUER YES FOR N/A
SHARES IN THE CAPITAL OF THE COMPANY, AND SUCH DIRECTORS
BE AUTHORIZED TO A MAXIMUM OF 275 MILLION SHARES UNDER
THE CONTROL OF THE BOARD, SUBJECT TO PROVISIONS OF THE
COMPANIES ACT, NO.61 OF 1973, COMPANIES ACT , THE
REQUIREMENTS OF THE JSE SECURITIES EXCHANGE SOUTH AFRICA
JSE , AND ANY OTHER STOCK EXCHANGE UPON WHICH THE SHARES
OF THE COMPANY MAY BE QUOTED OR LISTED FROM TIME TO TIME
PROPOSAL #9.S1: AUTHORIZE THE BOARD OF DIRECTORS OF THE ISSUER YES FOR N/A
COMPANY, SUBJECT TO THE PROVISIONS OF THE ACT AND THE
LISTING REQUIREMENTS OF THE JSE TO PURCHASE ANY OF ITS
SECURITIES INCLUDING ORDINARY SHARES OF ZAR 0.01 EACH IN
THE CAPITAL OF THE COMPANY AND PURCHASE OF SUCH
SECURITIES IN ANY HOLDING COMPANY UP TO 10% OF THE
COMPANY'S ISSUED SHARE CAPITAL OF THAT CLASS AT A PRICE
NOT MORE THAN 5% ABOVE THE WEIGHTED AVERAGE MARKET PRICE
OF SUCH SHARES OVER THE PREVIOUS 5 BUSINESS DAYS;
AUTHORITY EXPIRES THE EARLIER OF NEXT AGM OR 15 MONTHS
- ----------------------------------------------------------------------------------------------------
Issuer: SCHNEIDER ELECTRIC SA
Ticker: N/A CUSIP: N/A
Meeting Date 5/6/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #E.17: AMEND THE ARTICLES OF ASSOCIATION NUMBER ISSUER NO N/A N/A
11
PROPOSAL #E.18: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
PROCEED, WITH THE ISSUE OF SHARES AND OTHER SECURITIES
GIVING ACCESS TO THE ISSUE OF SHARES AND OTHER SECURITIES
GIVING ACCESS TO THE COMPANY SHARE CAPITAL, RESERVED TO
THE MEMBERS OF AN ENTERPRISE SAVINGS PLAN FOR A MAXIMUM
NOMINAL AMOUNT OF 5% AUTHORITY EXPIRES AT THE END OF 5
YEARS THE PREFERENTIAL SUBSCRIPTION RIGHT OF
SHAREHOLDERS IS CANCELLED IN FAVOR OF THE BENEFICIARIES
AND THE BOARDS TO CHARGE ALL FEES, RIGHTS AND EXPENSES
RESULTING FROM THE CAPITAL INCREASE TO ALL PREMIUMS
RESULTING FROM SUCH CAPITAL INCREASE, AND TO APPROPRIATE
FROM THIS AMOUNT SUCH SUMS AS ARE REQUIRED TO BRING THE
LEGAL RESERVE TO TENTH OF THE NEW SHARE CAPITAL AFTER
EACH INCREASE
PROPOSAL #E.19: AUTHORIZE THE BOARD OF DIRECTORS, TO ISSUER NO N/A N/A
GRANT, IN ONE OR SEVERAL STAGES, TO BENEFICIARIES TO BE
CHOSEN BY IT. STOCK OPTIONS GRANTING THE RIGHT TO
SUBSCRIBE TO SCHNEIDER ELECTRIC S.A. THE MAXIMUM NUMBER
OF STOCK OPTIONS, GIVING RIGHT TO SUBSCRIBE OR THE
PURCHASE SHARES, WILL NOT BE SUPERIOR TO 3% OF THE SHARE
CAPITAL; AUTHORITY EXPIRES AT THE END OF 38 MONTHS ; AND
AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL FORMALITIES NECESSARY TO
CARRY-OUT THE CAPITAL INCREASE WHICH HAS BEEN ADOPTED
PROPOSAL #E.20: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
DECREASE THE SHARE CAPITAL BY CANCELING THE SHARES HELD
BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, WITHIN A LIMIT OF 10% OVER A 24 MONTHS PERIOD AND
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL FORMALITIES
PROPOSAL #E.21: APPROVE THAT THE GENERAL MEETING DECIDES ISSUER NO N/A N/A
THAT IN PERIOD OF TAKE OVER OR EXCHANGE, THE BOARD OF
DIRECTORS WILL BE ALLOWED TO UTILIZE THE DELEGATIONS
GRANTED TO IT TO INCREASE THE SHARE CAPITAL, ONLY IF THE
SHARE SAID INCREASE IS ASSIGNED TO ALLOW THE REALIZATION
OF ADJOURNING PROJECTS PRESENTED
PROPOSAL #E.22: GRANT ALL POWERS TO THE BEARER OF A COPY ISSUER NO N/A N/A
OR AN EXTRACT OF THE MINUTES OF THE PRESENT TO ACCOMPLISH
ALL DEPOSITS AND PUBLICATIONS PRESCRIBED BY LAW
PROPOSAL #O.1: RECEIVE THE DIRECTORS AND THE SUPERVISORY ISSUER NO N/A N/A
AUDITORS REPORTS RELATING TO THE FINANCIAL STATEMENTS FOR
THE YE 31 DEC 2003
PROPOSAL #O.2: ACKNOWLEDGE THAT THE CONSOLIDATED ACCOUNTS ISSUER NO N/A N/A
WERE PRESENTED, AND THAT THE BOARD OF DIRECTORS REPORT
FOR THE GROUP IS INCLUDED IN THE BOARD OF DIRECTORS
REPORT
PROPOSAL #O.3: APPROVE THE SPECIAL AUDITOR'S REPORT, IN ISSUER NO N/A N/A
ACCORDANCE WITH THE PROVISIONS OF ARTICLE L.225-40 FRENCH
COMPANY ACT , UPON THE AGREEMENTS CONCERNED BY THE
ARTICLE L225-38 OF THE LAW
PROPOSAL #O.4: APPROVE THE INTEGRATION INTO THE ACCOUNT ISSUER NO N/A N/A
BALANCE CARRIED FORWARD OF: BALANCE CARRIED FORWARD OF:
THE PART OF THE WITHHOLDING TAX REPAID BY THE PUBLIC
REVENUE DEPARTMENT, I.E.EUR 23,105,796.39, THE DIVIDEND,
ACCRUING TO THE SELF HOLDING SHARES, NON PAID, I.E. EUR
6,459,705.00; THE BALANCE CARRIED FORWARD TO EUR
29,565,501.39 IT DECIDES TO ALLOCATE THE DISTRIBUTABLE
PROFIT THE FISCAL YEAR PROFIT OF EUR474,732,413.08 PLUS
THE SO BROUGHT BALANCE CARRIED FORWARD WHICH AMOUNTS TO
EUR 504,297,914.47, AS FOLLOWS: GLOBAL DIVIDEND: EUR
255,026,387.00; WITHHOLDING TAX: EUR 93,331,322.00;
BALANCE CARRIED FORWARD: EUR 504,297,914.47; AND THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 1.10,
WITH A CORRESPONDING TAX CREDIT OF EUR 0.55
PROPOSAL #O.5: APPOINT MR. CAISSE DES DEPOTS ET ISSUER NO N/A N/A
CONSIGNATIONS AS DIRECTOR FOR A PERIOD OF 4 YEARS
PROPOSAL #O.6: APPOINT MR. M. CHRIS C. RICHARDSON AS ISSUER NO N/A N/A
DIRECTOR FOR A PERIOD OF 4 YEARS
PROPOSAL #O.7: APPROVE TO RENEW THE TERM OF OFFICE OF MR. ISSUER NO N/A N/A
M. ALAIN BURQ AS A DIRECTOR FOR A PERIOD OF 4 YEARS
PROPOSAL #O.8: APPROVE TO RENEW THE TERM OF OFFICE OF MR. ISSUER NO N/A N/A
M. ALAIN BOUTON AS A DIRECTOR FOR A PERIOD OF 4 YEARS
PROPOSAL #O.10: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. M. WILLY KISSLING AS A DIRECTOR FOR A PERIOD OF 4
YEARS
PROPOSAL #O.11: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. M. PIERO SIERRA AS A DIRECTOR FOR A PERIOD OF 4 YEARS
PROPOSAL #O.12: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
BARBIER FRINAULT ET AUTRES ERNST AND YOUNG AS THE
STATUTORY AUDITORS PERIOD OF 6 FY
PROPOSAL #O.13: APPOINT M. PHILIPPE DIU AS THE DEPUTY ISSUER NO N/A N/A
AUDITOR OF BARBIER FRINAULT ET AUTRES FOR A PERIOD OF 6
FY
PROPOSAL #O.14: APPOINT MAZARS AND GUERARD AS THE ISSUER NO N/A N/A
STATUTORY AUDITOR FOR A PERIOD OF 6 FY
PROPOSAL #O.15: APPOINT M. CHARLES VINCENSINI AS A DEPUTY ISSUER NO N/A N/A
AUDITOR FOR A PERIOD OF 6 FY
PROPOSAL #O.16: AUTHORIZE THE BOARD, TO TRADE THE ISSUER NO N/A N/A
COMPANY'S SHARES ON THE STOCK EXCHANGE IN VIEW OF
ADJUSTING THEIR PRICE AS PER THE FOLLOWING CONDITIONS:
MAXIMUM PURCHASE PRICE: EUR 80.00; MINIMUM SELLING PRICE:
EUR 40.00; AND, MAXIMUM NUMBER OF SHARES TO BE TRADED:
10%; AUTHORITY EXPIRES AT THE END OF 18 MONTHS
PROPOSAL #O.9: APPROVE TO RENEW THE TERM OF OFFICE OF MR. ISSUER NO N/A N/A
M. THIERRY BRETON AS A DIRECTOR FOR A PERIOD OF 4 YEARS
- ----------------------------------------------------------------------------------------------------
Issuer: SHINSEGAE CO LTD
Ticker: N/A CUSIP: N/A
Meeting Date 3/5/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: APPROVE THE FINANCIAL STATEMENTS, KRW 1,000 ISSUER YES FOR N/A
PER 1 COMMON SHARE
PROPOSAL #2.: ELECT MR. WON IL, KANG, AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.: ELECT MR. SUK HWAN, PARK AS THE AUDITOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.: APPROVE TO FIX THE REMUNERATION OF ISSUER YES FOR N/A
DIRECTORS
- ----------------------------------------------------------------------------------------------------
Issuer: SIGNET GROUP PLC
Ticker: N/A CUSIP: G8126R105
Meeting Date 7/8/2003 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1: APPROVE 2003 INTERNATIONAL SHARE OPTION ISSUER YES FOR FOR
PLAN, 2003 UK INLAND REVENUE APPROVED SHARE OPTION PLAN
AND 2003 US SHARE OPTION PLAN
PROPOSAL #1: ACCEPT FINANCIAL STATEMENTS AND STATUTORY ISSUER YES FOR FOR
REPORTS
PROPOSAL #2: APPROVE REMUNERATION REPORT ISSUER YES FOR FOR
PROPOSAL #3: APPROVE FINAL DIVIDEND OF 1.8 PENCE PER ISSUER YES FOR FOR
SHARE
PROPOSAL #4: ELECT RUSSELL WALLS AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5: REELECT LEE ABRAHAM AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6: REELECT BROOK LAND AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7: REELECT JAMES MCADAM AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #8: APPROVE KPMG AUDIT PLC AS AUDITORS AND ISSUER YES FOR FOR
AUTHORIZE BOARD TO FIX THEIR REMUNERATION
PROPOSAL #9: AUTHORIZE ISSUANCE OF EQUITY OR ISSUER YES FOR FOR
EQUITY-LINKED SECURITIES WITH PREEMPTIVE RIGHTS UP TO
AGGREGATE NOMINAL AMOUNT OF GBP 2,856,670
PROPOSAL #10: AUTHORIZE ISSUANCE OF EQUITY OR ISSUER YES FOR FOR
EQUITY-LINKED SECURITIES WITHOUT PREEMPTIVE RIGHTS UP TO
AGGREGATE NOMINAL AMOUNT OF GBP 428,501
PROPOSAL #11: AUTHORIZE 171,400,228 SHARES FOR SHARE ISSUER YES FOR FOR
REPURCHASE PROGRAM
- ----------------------------------------------------------------------------------------------------
Issuer: SIGNET GROUP PLC
Ticker: N/A CUSIP: N/A
Meeting Date 7/8/2003 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
AGM PROPOSAL #1.: RECEIVE THE AUDITED ACCOUNTS, THE ISSUER YES FOR N/A
AUDITORS REPORT, THE DIRECTORS REPORT AND THE DIRECTORS
REMUNERATION REPORT FOR THE 52 WEEKS ENDED 01 FEB 2003
AGM PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT
AGM PROPOSAL #3.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
AGM PROPOSAL #4.: ELECT MR. RUSSEL WALLS AS A DIRECTOR ISSUER YES FOR N/A
AGM PROPOSAL #5.: RE-ELECT MR. LEE ABRAHAM AS A DIRECTOR ISSUER YES FOR N/A
AGM PROPOSAL #6.: RE-ELECT MR. BROOK LAND AS A DIRECTOR ISSUER YES FOR N/A
AGM PROPOSAL #7.: RE-ELECT MR. JAMES MCADAM AS A DIRECTOR ISSUER YES ABSTAIN N/A
AGM PROPOSAL #8.: RE-APPOINT KPMG AUDIT PLC AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF THE NEXT
GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE
COMPANY AND AUTHORIZE THE DIRECTORS TO FIX THEIR
REMUNERATION
AGM PROPOSAL #9.: AUTHORIZE THE DIRECTORS, IN ISSUER YES FOR N/A
SUBSTITUTION FOR ANY EXISTING AUTHORITY AND FOR TH E
PURPOSE OF SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT
RELEVANT SECURITIE'S UP TO AN AGGREGATE NOMINAL AMOUNT
OF GBP 2,856,670; AUTHORITY EXPIRES ON 08 JUL 2008 ; AND
AUTHORIZE THE DIRECTORS TO ALLOT RELEVANT SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH
AN OFFER OR AGREEMENT MADE PRIO R TO SUCH EXPIRY
AGM PROPOSAL #S.10: AUTHORIZE THE DIRECTORS, IN ISSUER YES FOR N/A
SUBSTITUTION FOR ANY EXISTING AUTHORITY, PURSUANT TO
SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES SECTION 9 4 PURSUANT TO THE AUTHORITY
CONFERRED BY RESOLUTION 9, DISAPPLYING THE STATUT ORY
PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS
POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES:
A) IN CONNECTION WITH A RIGHTS ISSUE IN F AVOR OF
ORDINARY SHAREHOLDERS; B) UP TO AN AGGREGATE NOMINAL
AMOUNT OF GBP 428 ,501; AUTHORITY EXPIRES ON 08 JUL 2008
; AND THE DIRECTORS MAY ALLOT EQUITY'S ECURITIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN
OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
AGM PROPOSAL #S.11: AUTHORIZE THE COMPANY, FOR THE ISSUER YES FOR N/A
PURPOSE OF SECTION 166 OF THE COMPANIES ACT 198 5, TO
MAKE MARKET PURCHASES SECTION 163(3) OF UP TO
171,400,228 ORDINARY SHA RES OF 0.5P EACH IN THE CAPITAL
OF THE COMPANY, AT A MINIMUM PRICE OF 0.5P AND UP TO 105%
OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES
DERIVED FR OM THE LONDON STOCK EXCHANGE DAILY OFFICIAL
LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES ON 08 OCT 2004 THE EARLIER OF THE CONCLUSION OF
THE NEXT AGM OF THE COMPANY OR 31 OCT 2003 ; THE COMPANY,
BEFORE THE EXPIRY, MAY M AKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLL Y OR
PARTLY AFTER SUCH EXPIRY
- ----------------------------------------------------------------------------------------------------
Issuer: SIGNET GROUP PLC
Ticker: N/A CUSIP: N/A
Meeting Date 6/9/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
AGM PROPOSAL #1.: RECEIVE THE ANNUAL REPORTS AND ISSUER YES FOR N/A
ACCOUNTS, AND THE AUDITORS REPORT THEREON, FOR THE 52
WEEKS ENDED 31 JAN 2004
AGM PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT WITHIN THE REPORT AND ACCOUNTS FOR THE YE 31 JAN
2004
AGM PROPOSAL #3.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
AGM PROPOSAL #4.: ELECT MR. DALE HILPERT AS A DIRECTOR ISSUER YES FOR N/A
AGM PROPOSAL #5.: RE-ELECT MR. ROBERT BLANCHARD AS A ISSUER YES FOR N/A
DIRECTOR
AGM PROPOSAL #6.: RE-ELECT MR. WALKER BOYD AS A DIRECTOR ISSUER YES FOR N/A
AGM PROPOSAL #7.: RE-ELECT MR. JAMES MCADAM AS A DIRECTOR ISSUER YES FOR N/A
AGM PROPOSAL #8.: RE-APPOINT KPMG AUDIT PLC AS THE ISSUER YES FOR N/A
AUDITOR OF THE COMPANY AND AUTHORIZE THE DIRECTORS TO
DETERMINE THEIR REMUNERATION
AGM PROPOSAL #9.: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT
SECURITIES SECTION 80 UP TO AN AGGREGATE NOMINAL AMOUNT
OF GBP 2,877,342; AUTHORITY EXPIRES AT THE EARLIER OF
THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR ON 08
SEP 2005 ; AND THE DIRECTORS MAY ALLOT RELEVANT
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN
PURSUANCE OF ANY SUCH OFFER OR AGREEMENT MADE PRIOR TO
SUCH EXPIRY
AGM PROPOSAL #S.10: AUTHORIZE THE DIRECTORS, SUBJECT TO ISSUER YES FOR N/A
THE PASSING OF THE PREVIOUS RESOLUTION AND PURSUANT TO
SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES SECTION 94 FOR CASH PURSUANT TO THE GENERAL
AUTHORITY CONFERRED ON THEM BY RESOLUTION 9 OR BY WAY OF
A SALE OF TREASURY SHARES, DISAPPLYING THE STATUTORY
PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS
POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES IN
CONNECTION WITH A RIGHTS ISSUE, OPEN OFFER OR OTHER
PRE-EMPTIVE OFFER, IN FAVOR OF SHAREHOLDERS EXCLUDING
SHAREHOLDERS HOLDING TREASURY SHARES ; AND UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 431,601; AUTHORITY
EXPIRES UNLESS PREVIOUSLY RENEWED VARIED OR REVOKED BY
THE COMPANY IN GENERAL MEETING AT SUCH TIME AS THE
GENERAL AUTHORITY CONFERRED ON THE DIRECTORS BY
RESOLUTION 9 ; AND, AUTHORIZE THE DIRECTORS TO ALLOT
EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN
PURSUANCE OF ANY SUCH OFFER OR AGREEMENT MADE PRIOR TO
SUCH EXPIRY
AGM PROPOSAL #S.11: AUTHORIZE THE COMPANY, PURSUANT TO ISSUER YES FOR N/A
SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163(3) OF UP TO 172, 640,523 ORDINARY
SHARES OF 0.5P EACH IN ITS CAPITAL, AT A MINIMUM PRICE
OF 0.5P AND UP TO 105% OF THE AVERAGE OF THE MIDDLE
MARKET QUOTATIONS FOR AN ORDINARY SHARE, AS DERIVED FROM
THE LONDON STOCK EXCHANGE'S DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 08
SEP 2005 ; THE COMPANY, MAY COMPLETE OR CONCLUDE, IN
WHOLE OR IN PART, A PURCHASE OF SHARES AFTER THE EXPIRY
OF THIS AUTHORITY PURSUANT TO A CONTRACT ENTERED INTO
BEFORE SUCH EXPIRY
- ----------------------------------------------------------------------------------------------------
Issuer: SINGAPORE AIRLINES LIMITED
Ticker: N/A CUSIP: V80178110
Meeting Date 7/26/2003 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1: AMEND ARTICLES OF ASSOCIATION ISSUER YES ABSTAIN AGAINST
PROPOSAL #2: APPROVE ISSUANCE OF SHARES WITHOUT ISSUER YES FOR FOR
PREEMPTIVE RIGHTS
PROPOSAL #3: AUTHORIZE SHARE REPURCHASE PROGRAM ISSUER YES FOR FOR
PROPOSAL #4: REELECT HO KWON PING AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5: APPROVE MANDATE FOR TRANSACTIONS WITH ISSUER YES FOR FOR
RELATED PARTIES
PROPOSAL #6: REAPPOINT ERNST & YOUNG AS AUDITORS AND ISSUER YES FOR FOR
AUTHORIZE BOARD TO FIX THEIR REMUNERATION
PROPOSAL #7: APPROVE DIRECTORS' FEES OF SGD 571,000 FOR ISSUER YES FOR FOR
THE YEAR ENDED MAR. 31, 2003
PROPOSAL #8: OTHER BUSINESS (VOTING) ISSUER YES AGAINST AGAINST
- ----------------------------------------------------------------------------------------------------
Issuer: SOCIETE GENERALE PARIS
Ticker: N/A CUSIP: N/A
Meeting Date 4/20/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #E.11: AMEND ARTICLES 8 AND 9 OF THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION
PROPOSAL #E.12: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
PROCEED, IN FRANCE OR ABROAD, WITH THE ISSUE OF ANY KIND
OF SECURITIES INCLUDING STAND ALONE WARRANTS CEILING SET
TO EUR 900,000,000.00; AUTHORITY IS GIVEN FOR 26 MONTHS
PROPOSAL #E.13: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
PROCEED, IN FRANCE OR ABROAD, WITH THE ISSUE OF ANY KIND
OF SECURITIES INCLUDING STAND ALONE WARRANTS FOR A
MAXIMUM NOMINAL AMOUNT OF EUR 300,000,000.00 FOR THE
CAPITAL INCREASE OF EUR 6,000,000,000.00 FOR THE DEBIT
SECURITIES; AUTHORITY IS GIVEN FOR 26 MONTHS
PROPOSAL #E.14: APPROVE THAT THE VARIOUS DELEGATIONS ISSUER NO N/A N/A
GIVEN TO IT AT THE PRESENT MEETING SHALL NOT BE ALLOWED
TO USE IN WHOLE OR IN PART WITHIN THE REGULATIONS IN
FORCE IN A PERIOD OF TAKEOVER BID OR EXCHANGE BID ON THE
COMPANY'S SHARES (TILL THE NEXT MEETING WHICH WILL HAVE
TO DELIBERATE UPON THE ACCOUNTS OF THE LAST FINANCIAL
YEAR)
PROPOSAL #E.15: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
PROCEED, IN FRANCE OR ABROAD, WITH THE ISSUE OF SHARES OR
OTHER SECURITIES GIVING ACESS TO THE CAPITAL OF THE
SOCIETE GENERALE, RESERVED TO THE MEMBERS
PROPOSAL #E.16: DELEGATE TO THE BOARD OF DIRECTORS ALL ISSUER NO N/A N/A
POWERS TO GRANT, IN ONE OR SEVERAL STAGES, TO
BENEFICIARIES TO BE CHOSEN BY IT (AMONG THE EMPLOYEES AND
THE AGENTS OF THE COMPANY), STOCK OPTIONS GRANTING THE
RIGHT TO SUBSCRIBE TO THE COMPANY'S ORDINARY SHARES TO BE
ISSUED IN ORDER TO INCREASE ITS CAPITAL; THE
SHAREHOLDERS PREFERENTIAL RIGHT OF SUBSCRIPTION IS
CANCELLED IN FAVOUR OF THE BENEFICIARIES HERE ABOVE
MENTIONED; THE TOTAL NUMBER OF STOCK OPTIONS, WHICH WILL
BE SO USED, WILL NOT GIVE RIGHT TO SUBSCRIBE OR TO
PURCHASE A NUMBER OF SHARES REPRESENTING MORE 5 % OF THE
CAPITAL OF THE SOCIETE GENERALE; THE PRESENT
AUTHORISATION IS GIVEN FOR A PERIOD OF 26 MONTHS; THE GM
DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL FORMALITIES
NECESSARY TO CARRY OUT THE CAPITAL INCREASE WHICH HAS
BEEN ADOPTED
PROPOSAL #E.17: GRANTS ALL POWERS TO THE BOARD OF ISSUER NO N/A N/A
DIRECTORS TO DECREASE THE SHARE CAPITAL BY CANCELLING THE
SHARES HELD BY THE COMPANY IN CONNECTION WITH A STOCK
REPURCHASE PLAN, WITHIN A LIMIT OF 10 % OF THE TOTAL
NUMBER OF SHARES, OVER A 24 MONTHS PERIOD THE GENERAL
MEETING DELEGATES TO THE BOARD OF DIRECTORS ALL POWERS TO
CHARGE ALL FEES, RIGHTS AND EXPENSES RESULTING FROM THE
CAPITAL INCREASE TO ALL PREMIUMS RESULTING FROM SUCH
CAPITAL INCREASE, AND TO APPROPRIATE FROM THIS AMOUNT
SUCH SUMS AS ARE REQUIRED TO BRING THE LEGAL RESERVE TO
TENTH OF THE NEW SHARE CAPITAL AFTER EACH INCREASE.
THE GENERAL MEETING DELEGATES ALL POWERS TO THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES. THE PRESENT AUTHORISATION
IS GIVEN FOR A PERIOD OF 26 MONTHS, IT CANCELS AND
REPLACES FOR THE PERIOD NON-USED THE ONE GRANTED BY THE
MEETING OF APRIL 23RD 2002
PROPOSAL #E.18: GRANTS ALL POWERS TO THE BEARER OF A COPY ISSUER NO N/A N/A
OR AN EXTRACT OF THE MINUTES OF THE PRESENT IN ORDER TO
ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS WHICH ARE
PRESCRIBED BY LAW
PROPOSAL #O.1: RECEIVE THE BOARD OF DIRECTORS REPORTS AND ISSUER NO N/A N/A
THE GENERAL AUDITORS REPORT AND APPROVE THE ACCOUNTS AND
THE BALANCE SHEET FOR THE FISCAL YEAR ENDING ON 31 DEC
2003; AND THE PROFITS FOR THE FY: EUR 1,384,434,978.87
TAX PAID
PROPOSAL #O.2: APPROVE TO WITHDRAW UPON THE NET PROFIT OF ISSUER NO N/A N/A
THE FY 2003 AMOUNTING TO EUR 1,384,434,978.87; THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 2.50 WITH
A CORRESPONDING TAX CREDIT OF EUR 1.25
PROPOSAL #O.3: ACKNOWLEDGE THE CONSOLIDATED ACCOUNTS FOR ISSUER NO N/A N/A
THE FYE 31 DEC 2003 AS PRESENTED AND THAT THE REPORT FOR
THE GROUP IS INCLUDED IN THE BOARD OF DIRECTORS REPORT
PROPOSAL #O.4: APPROVE THE SPECIAL AUDITOR REPORT, IN ISSUER NO N/A N/A
ACCORDANCE WITH THE PROVISIONS OF ARTICLE L. 225.38 OF
THE COMMERCIAL LAW
PROPOSAL #O.5: RATIFY THE COOPTATION OF MR. M. JEAN AZEMA ISSUER NO N/A N/A
AS DIRECTOR
PROPOSAL #O.6: APPROVE TO RENEW THE TERM OF OFFICE OF MR. ISSUER NO N/A N/A
PHILIPPE CITERNE AS A DIRECTOR FOR 4 YEARS
PROPOSAL #O.7: APPROVE TO RENEW THE TERM OF OFFICE OF MR. ISSUER NO N/A N/A
M. ANTOINE JEANCOURT GALIGNANI AS A DIRECTOR FOR 4 YEARS
PROPOSAL #O.8: APPROVE TO RENEW THE TERM OF OFFICE OF MR. ISSUER NO N/A N/A
M. SUAN BAIRD AS A DIRECTOR FOR 4 YEARS
PROPOSAL #O.10: AUTHORIZE THE BOARD OF DIRECTORS TO TRADE ISSUER NO N/A N/A
THE COMPANY'S SHARES ON THE STOCK EXCHANGE, NOTABLY IN
VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 103.00; MINIMUM
SELLING PRICE: EUR 41.00; MAXIMUM NUMBER OF SHARES TO BE
TRADED: 10%
PROPOSAL #O.9: APPOINT MR. M. MICHAEL CICUREL AS A ISSUER NO N/A N/A
DIRECTOR FOR A PERIOD OF 4 YEARS
- ----------------------------------------------------------------------------------------------------
Issuer: SONY CORP
Ticker: N/A CUSIP: N/A
Meeting Date 6/22/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: AMEND ARTICLES TO: AUTHORIZE SHARE ISSUER YES AGAINST N/A
REPURCHASES AT BOARD'S DISCRETION
PROPOSAL #2.1: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #2.2: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #2.3: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.4: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.5: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.6: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #2.7: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.8: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #2.9: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.10: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.11: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.12: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.13: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.14: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.15: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.16: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.: APPROVE EXECUTIVE STOCK OPTION PLAN ISSUER YES FOR N/A
PROPOSAL #4.: APPROVE STOCK OPTION PLAN FOR DIRECTORS AND ISSUER YES FOR N/A
EXECUTIVES OF SUBSIDIARY SONY COMMUNICATION NETWORK
PROPOSAL #5.: PLEASE NOTE THAT THIS IS A SHAREHOLDER SHAREHOLDER YES AGAINST N/A
PROPOSAL: AMEND ARTICLES TO REQUIRE DISCLOSURE OF
COMPENSATION LEVELS OF INDIVIDUAL DIRECTORS AND
EXECUTIVE OFFICERS
- ----------------------------------------------------------------------------------------------------
Issuer: STANDARD CHARTERED PLC
Ticker: N/A CUSIP: N/A
Meeting Date 5/11/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: RECEIVE THE ANNUAL REPORT AND ACCOUNTS FOR ISSUER YES FOR N/A
THE YE 31 DEC 2003
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF 36.49 US CENTS ISSUER YES FOR N/A
PER ORDINARY SHARE FOR THE YE 31 DEC 2003
PROPOSAL #3.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES FOR N/A
FOR YE 31 DEC 2003
PROPOSAL #4.: ELECT MR. J.F.T. DUNDAS ISSUER YES FOR N/A
PROPOSAL #5.: ELECT MS. R. MARKLAND ISSUER YES FOR N/A
PROPOSAL #6.: ELECT MR. P.D. SKINNER ISSUER YES FOR N/A
PROPOSAL #7.: RE-ELECT MR. E.M. DAVIES, AN EXECUTIVE ISSUER YES FOR N/A
DIRECTOR WHO RETIRES BY ROTATION
PROPOSAL #8.: RE-ELECT MR. M.B. DENOMA, AN EXECUTIVE ISSUER YES FOR N/A
DIRECTOR WHO RETIRES BY ROTATION
PROPOSAL #9.: RE-ELECT MR. R.H.P. MARKHAM, A ISSUER YES FOR N/A
NON-EXECUTIVE DIRECTOR WHO RETIRES BY ROTATION
PROPOSAL #10.: RE-ELECT MR. H.E NORTON, A NON-EXECUTIVE ISSUER YES ABSTAIN N/A
DIRECTOR WHO RETIRES BY ROTATION
PROPOSAL #11.: RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR ISSUER YES FOR N/A
TO THE COMPANY UNTIL THE END OF NEXT YEAR'S AGM
PROPOSAL #12.: AUTHORIZE THE BOARD TO FIX THE AUDITOR'S ISSUER YES FOR N/A
FEES
PROPOSAL #13.: AUTHORIZE THE BOARD TO ALLOT RELEVANT ISSUER YES FOR N/A
SECURITIES COMPANIES ACT 1985 , SUCH AUTHORITY BE
LIMITED TO THE ALLOTMENT OF RELEVANT SECURITIES: A) UP TO
A TOTAL NOMINAL VALUE OF USD 117,487,333 NOT GREATER
THAN 20% OF THE ISSUED ORDINARY SHARE CAPITAL OF THE
COMPANY B) UP TO A TOTAL NOMINAL VALUE OF USD
213,708,480 IN CONNECTION WITH : I) AN OFFER OF RELEVANT
SECURITIES OPEN FOR A PERIOD DECIDED ON BY THE BOARD; II)
A SCRIP DIVIDEND SCHEME OR SIMILAR ARRANGEMENT
IMPLEMENTED IN ACCORDANCE WITH THE ARTICLES OF
ASSOCIATION OF THE COMPANY; AND III) THE ISSUE OF
ORDINARY SHARES IN RESPECT OF EXCHANGEABLE SECURITIES
ISSUED BY THE COMPANY OR ANY OF ITS SUBSIDIARY
UNDERTAKINGS PRIOR TO THE DATE OF THIS MEETING; AND C)
PURSUANT TO THE TERMS OF ANY EXISTING SHARE SCHEME OF THE
COMPANY OR ANY OF ITS SUBSIDIARY UNDERTAKINGS ADOPTED
PRIOR TO THE DATE OF THIS MEETING AND, IF RESOLUTION 19
IS PASSED AS AN ORDINARY RESOLUTION, PURSUANT TO THE
SHARE SCHEMES ADOPTED PURSUANT TO THAT RESOLUTION;
AUTHORITY EXPIRES THE EARLIER OF THE NEXT AGM AND 10 AUG
2005 ; AND THE BOARD MAY ALLOT RELEVANT SECURITIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN
OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #14.: AUTHORIZE THE BOARD TO ALLOT RELEVANT ISSUER YES FOR N/A
SECURITIES UP TO A TOTAL NOMINAL VALUE OF USD
117,487,333, PURSUANT TO RESOLUTION 13, BE EXTENDED BY
THE ADDITION OF SUCH NUMBER OF ORDINARY SHARES OF USD
0.50 EACH REPRESENTING THE NOMINAL AMOUNT OF THE
COMPANY'S SHARE CAPITAL REPURCHASED BY THE COMPANY
PURSUANT TO RESOLUTION 16
PROPOSAL #18.: AMEND THE RULES OF THE STANDARD CHARTERED ISSUER YES FOR N/A
2001 PERFORMANCE SHARE PLAN AND AUTHORIZE THE BOARD TO DO
ANYTHING WHICH IT CONSIDERS NECESSARY OR DESIRABLE TO
GIVE EFFECT TO THIS CHANGE
PROPOSAL #19.: APPROVE AND ADOPT THE STANDARD CHARTERED ISSUER YES AGAINST N/A
2004 UK SHARESAVE SCHEME AND THE STANDARD CHARTERED 2004
INTERNATIONAL SHARESAVE SCHEME AND AUTHORIZE THE BOARD TO
DO ANYTHING WHICH IT CONSIDERS NECESSARY OR DESIRABLE TO
CARRY THE SAME INTO EFFECT AND TO MAKE CHANGES AS IT
CONSIDER APPROPRIATE FOR THAT PURPOSE
PROPOSAL #S.15: AUTHORIZE THE DIRECTORS, BY VIRTUE OF ISSUER YES FOR N/A
SECTION 94(3A) OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES COMPANIES ACT 1985 FOR CASH, DISAPPLYING
THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) , SUCH
POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES:
A) IN CONNECTION WITH AN OFFER OF EQUITY SECURITIES OPEN
FOR A PERIOD DECIDED ON BY THE BOARD; AND B) UP TO A
TOTAL NOMINAL VALUE OF USD 29,370,451; AUTHORITY EXPIRES
THE EARLIER OF THE NEXT AGM OF THE COMPANY AND 10 AUG
2005 ; AND THE BOARD MAY ALLOT EQUITY SECURITIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN
OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.16: AUTHORIZE THE COMPANY TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES COMPANIES ACT 1985 NOT MORE THAN 117,487,333
OF ORDINARY SHARES OF USD 0.50 EACH, AT A MINIMUM PRICE
OF USD 0.50 FOR EACH SHARE AND NOT MORE THAN 5% FOR EACH
SHARE ABOVE THE AVERAGE OF THE MIDDLE MARKET PRICES OF
THE ORDINARY SHARE ACCORDING TO THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST, FOR THE 5 BUSINESS DAYS PRECEDING
THE DATE ON WHICH THE COMPANY AGREES TO BUY THE SHARES;
AUTHORITY EXPIRES THE EARLIER OF THE NEXT AGM OF THE
COMPANY AND 10 AUG 2005 ; THE COMPANY, BEFORE THE EXPIRY,
MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH
WILL OR MAY BE EXECUTED FULLY OR PARTLY AFTER SUCH EXPIRY
PROPOSAL #S.17: AUTHORIZE THE COMPANY TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES OF UP TO 331,388 OF ITS NON CUMULATIVE
PREFERENCE SHARES OF USD 5 EACH AND UP TO 195,285,000 OF
ITS NON-CUMULATIVE PREFERENCE SHARES OF GBP 1 EACH
STERLING PREFERENCE SHARES , PROVIDED THAT THE COMPANY
DOES NOT PAY: A) LESS FOR EACH SHARE BEFORE EXPENSES
THAN THE NOMINAL VALUE OF THE SHARE; AND MORE: I) FOR
EACH STERLING PREFERENCE SHARE BEFORE EXPENSES THAN 25%
OVER THE AVERAGE OF THE MIDDLE MARKET PRICES OF SUCH
SHARES ACCORDING TO THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, FOR THE 10 BUSINESS DAYS BEFORE THE DATE
ON WHICH THE COMPANY AGREES TO BUY THE SHARES; AND II)
FOR EACH DOLLAR PREFERENCE SHARE BEFORE EXPENSES THAN
5% OVER THE AVERAGE OF THE MIDDLE MARKET PRICES OF SUCH
SHARES ACCORDING TO THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, FOR THE 10 BUSINESS DAYS BEFORE THE DATE
ON WHICH THE COMPANY AGREES TO BUY THE SHARES; AUTHORITY
EXPIRES THE EARLIER OF THE NEXT AGM OF THE COMPANY AND
10 AUG 2005 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE
EXECUTED FULLY OR PARTLY AFTER SUCH EXPIRY
- ----------------------------------------------------------------------------------------------------
Issuer: SUEZ, NANTERRE
Ticker: N/A CUSIP: N/A
Meeting Date 4/20/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #E.13: GRANT DISCHARGE THE AUTHORIZATION GRANTED ISSUER NO N/A N/A
BY THE COMBINED GENERAL MEETING DATED 26 APR 2002;
AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED IN FRANCE OR
ABROAD WITH THE ISSUE OF BY ISSUING SHARES, WARRANTS AND
OR SECURITIES, AND OR BY INCORPORATING PREMIUMS,
RESERVES, PROFITS OR OTHERS FOR A EUR 700,000,000.00
CAPITAL INCREASE EUR 5,000,000,000.00 DEBT SECURITIES ;
APPROVE TO THE SHAREHOLDERS PREFERENTIAL RIGHT OF
SUBSCRIPTION AUTHORIZATION IS GIVEN FOR A PERIOD OF 26
MONTHS ; AUTHORIZE THE BOARD OF DIRECTORS TO CHARGE ALL
FEES, RIGHTS AND EXPENSES RESULTING FROM THE CAPITAL
INCREASE TO ALL PREMIUMS RESULTING FROM SUCH CAPITAL
INCREASE AND TO APPROPRIATE FROM THIS AMOUNT SUCH SUMS AS
ARE REQUIRED TO BRING THE LEGAL RESERVE TO TENTH OF NEW
SHARE CAPITAL AFTER EACH INCREASE; AUTHORIZE THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
PROPOSAL #E.14: GRANT DISCHARGE THE AUTHORIZATION GRANTED ISSUER NO N/A N/A
BY THE COMBINED GENERAL MEETING DATED 26 APR 2002;
AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED IN FRANCE OR
ABROAD WITH THE ISSUE OF BY ISSUING SHARES, WARRANTS AND
OR WARRANTS WITH SUEZ EQUITY OR OTHER SECURITIES FOR A
MAXIMUM NOMINAL AMOUNT OF EUR 700,000,000.00 CAPITAL
INCREASE EUR 5,000,000,000.00 DEBT SECURITIES ; APPROVE
TO THE SHAREHOLDERS PREFERENTIAL RIGHT OF SUBSCRIPTION
AUTHORIZATION IS GIVEN FOR A PERIOD OF 26 MONTHS ;
AUTHORIZE THE BOARD OF DIRECTORS TO CHARGE ALL FEES,
RIGHTS AND EXPENSES RESULTING FROM THE CAPITAL INCREASE
TO ALL PREMIUMS RESULTING FROM SUCH CAPITAL INCREASE AND
TO APPROPRIATE FROM THIS AMOUNT SUCH SUMS AS ARE REQUIRED
TO BRING THE LEGAL RESERVE TO TENTH OF NEW SHARE CAPITAL
AFTER EACH INCREASE; AUTHORIZE THE BOARD OF DIRECTORS TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #E.15: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL BY CANCELING THE SHARES HELD
BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, WITHIN A LIMIT OF 10% OF THE SHARE CAPITAL OVER A
24 MONTHS PERIOD IT CANCELS AND REPLACES THE ONE GRANTED
BY THE COMBINED GENERAL MEETING DATED 25 APR 2003;
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.16: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL BY CANCELING THE SHARES HELD
BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, WITHIN A LIMIT OF 10% OF THE SHARE CAPITAL OVER A
24 MONTHS PERIOD IT CANCELS AND REPLACES THE ONE GRANTED
BY THE COMBINED GENERAL MEETING DATED 25 APR 2003;
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.17: AUTHORIZE TO INCREASE THE CAPITAL WITH ISSUER NO N/A N/A
THE CANCELLATION OF PREFERENTIAL SUBCRIPTION RIGHT IN
FAVOR OF SPRING MULTIPLE 2004 SCA
PROPOSAL #E.18: AUTHORIZE THE BOARD OF DIRECTORS TO GRANT ISSUER NO N/A N/A
STOCK OPTIONS AND OPTIONS TO SUBSCRIBE FOR SARES
RESERCFOR ED FOR EMPLOYEES WITH CANCELLATION OF
PREFERENTIAL SUBSCRIPTION RIGHT
PROPOSAL #E.19: POWERS AND FORMALITIES ISSUER NO N/A N/A
PROPOSAL #O.1: RECEIVE THE BOARD OF DIRECTORS REPORT, AND ISSUER NO N/A N/A
THE GENERAL AUDITORS REPORT, AND APPROVE THE ACCOUNTS
AND THE BALANCE SHEET FOR THE 2002 FY
PROPOSAL #O.2: ACKNOWLEDGE THAT THE NET LOSS OF THE FY ISSUER NO N/A N/A
AMOUNTS TO EUR 1,847,968,412.98
PROPOSAL #O.3: APPROVE THE SPECIAL AUDITORS REPORT, IN ISSUER NO N/A N/A
ACCORDANCE WITH THE PROVISIONS OF ARTICLES L.225.38 AND
L.225.86 OF THE FRENCH COMMERCIAL LAW
PROPOSAL #O.4: ACKNOWLEDGE THAT THE CONSOLIDATED ACCOUNTS ISSUER NO N/A N/A
WERE PRESENTED, AND THAT THE BOARD OF DIRECTORS REPORT
FOR THE GROUP IS INCLUDED IN THE BOARD OF DIRECTORS
REPORT
PROPOSAL #O.5: APPROVE TO RENEW THE TERM OF OFFICE OF MR. ISSUER NO N/A N/A
M. GERHARD CROMME AS A DIRECTOR FOR 4 YEARS
PROPOSAL #O.6: APPROVE TO RENEW THE TERM OF OFFICE OF MR. ISSUER NO N/A N/A
M. ETIENNE DAVIGNON AS A DIRECTOR FOR 4 YEARS
PROPOSAL #O.7: APPROVE TO RENEW THE TERM OF OFFICE OF MR. ISSUER NO N/A N/A
M. ALBERT FRERE AS A DIRECTOR FOR 4 YEARS
PROPOSAL #O.8: APPROVE TO RENEW THE TERM OF OFFICE OF MR. ISSUER NO N/A N/A
M. JEAN PEYRELEVADE AS A DIRECTOR FOR 4 YEARS
PROPOSAL #O.10: APPOINT MR. M. RENE CARRON AS A DIRECTOR ISSUER NO N/A N/A
FOR A PERIOD OF 4 YEARS
PROPOSAL #O.11: APPOINT MR. M. THIERRY DE RUDDER AS A ISSUER NO N/A N/A
DIRECTOR FOR A PERIOD OF 4 YEARS
PROPOSAL #O.12: AUTHORIZE THE BOARD OF DIRECTORS TO TRADE ISSUER NO N/A N/A
THE COMPANY'S SHARES ON THE STOCK EXCHANGE, NOTABLY IN
VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOWING
CONDITIONS; MAXIMUM PURCHASE PRICE: EUR 36.00; MINIMUM
SELLING PRICE: EUR 12.00; MAXIMUM NUMBER OF SHARES TO BE
TRADED: 10% OF THE SHARE CAPITAL AUTHORIZATION IS GIVEN
FOR A PERIOD OF 18 MONTHS, IT CANCELS AND REPLACES FOR
THE UNUSED PERIOD THE ONE GRANTED BY THE COMBINED GENERAL
MEETING DATED 25 APR 2003; AUTHORIZE THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
PROPOSAL #O.9: APPOINT MR. M. EDMOND ALPHANDERY AS A ISSUER NO N/A N/A
DIRECTOR FOR A PERIOD OF 4 YEARS
- ----------------------------------------------------------------------------------------------------
Issuer: SUMITOMO TRUST & BANKING CO LTD
Ticker: N/A CUSIP: N/A
Meeting Date 6/29/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, INCLUDING THE ISSUER YES FOR N/A
FOLLOWING DIVIDENDS ON ORDINARYSHARES: INTERIM JY 0,
FINAL JY 6, SPECIAL JY 0
PROPOSAL #2: AMEND ARTICLES TO: DECREASE AUTHORIZED ISSUER YES AGAINST N/A
CAPITAL TO REFLECT SHARE REPURCHASE -AUTHORIZE SHARE
REPURCHASES AT BOARD'S DISCRETION
PROPOSAL #3.1: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.2: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.3: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.4: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.5: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.6: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.7: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.8: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.9: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.10: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.11: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.1: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES FOR N/A
PROPOSAL #4.2: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES FOR N/A
PROPOSAL #5: APPROVE RETIREMENT BONUSES FOR DIRECTORS AND ISSUER YES AGAINST N/A
STATUTORY AUDITORS
- ----------------------------------------------------------------------------------------------------
Issuer: SWISSCOM AG, ITTIGEN
Ticker: N/A CUSIP: N/A
Meeting Date 4/27/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
AGM PROPOSAL #1.: APPROVE THE ANNUAL REPORTS, THE ANNUAL ISSUER YES FOR N/A
ACCOUNTS AND THE ACCOUNTS OF THE GROUP FOR THE BUSINESS
YEAR 2003, THE REPORTS OF THE AUDITORS AND THE GROUP
AUDITOR
AGM PROPOSAL #1.: APPROVE THE ANNUAL REPORTS, THE ANNUAL ISSUER YES FOR N/A
ACCOUNTS AND THE ACCOUNTS OF THE GROUP FOR THE BUSINESS
YEAR 2003, THE REPORTS OF THE AUDITORS AND THE GROUP
AUDITOR
AGM PROPOSAL #2.: APPROVE THE APPROPRIATION OF THE ISSUER YES FOR N/A
BALANCE PROFIT AND THE FIXING OF DIVIDEND
AGM PROPOSAL #2.: APPROVE THE APPROPRIATION OF THE ISSUER YES FOR N/A
BALANCE PROFIT AND THE FIXING OF DIVIDEND
AGM PROPOSAL #3.: GRANT DISCHARGE THE MEMBERS OF THE ISSUER YES FOR N/A
BOARD OF DIRECTORS AND THE MANAGEMENT
AGM PROPOSAL #3.: GRANT DISCHARGE THE MEMBERS OF THE ISSUER YES FOR N/A
BOARD OF DIRECTORS AND THE MANAGEMENT
AGM PROPOSAL #4.: ELECT THE AUDITORS AND THE GROUP ISSUER YES FOR N/A
AUDITOR
AGM PROPOSAL #4.: ELECT THE AUDITORS AND THE GROUP ISSUER YES FOR N/A
AUDITOR
- ----------------------------------------------------------------------------------------------------
Issuer: TAIWAN SEMICONDUCTOR MFG. CO. LTD.
Ticker: TSM CUSIP: 874039100
Meeting Date 5/11/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #05: TO ACCEPT 2003 BUSINESS REPORT AND ISSUER YES FOR FOR
FINANCIAL STATEMENTS.
PROPOSAL #06: TO APPROVE THE PROPOSAL FOR DISTRIBUTION OF ISSUER YES FOR FOR
2003 PROFITS.
PROPOSAL #07: TO APPROVE THE CAPITALIZATION OF 2003 ISSUER YES FOR FOR
DIVIDENDS AND EMPLOYEE PROFIT SHARING.
- ----------------------------------------------------------------------------------------------------
Issuer: TAKEDA CHEMICAL INDUSTRIES LTD
Ticker: N/A CUSIP: N/A
Meeting Date 6/29/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, INCLUDING THE ISSUER YES FOR N/A
FOLLOWING DIVIDENDS: INTERIM JY36, FINAL JY 41, SPECIAL
JY 0
PROPOSAL #2: AMEND ARTICLES TO: CHANGE COMPANY NAME IN ISSUER YES AGAINST N/A
ENGLISH TO TAKEDA PHARMACEUTICALCO. LTD. - AUTHORIZE
SHARE REPURCHASES AT BOARD'S DISCRETION
PROPOSAL #3.1: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.2: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.3: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.1: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES FOR N/A
PROPOSAL #4.2: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES FOR N/A
PROPOSAL #5: APPROVE RETIREMENT BONUS FOR STATUTORY ISSUER YES AGAINST N/A
AUDITOR
- ----------------------------------------------------------------------------------------------------
Issuer: TELEFONICA MOVILES SA
Ticker: N/A CUSIP: N/A
Meeting Date 4/16/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: APPROVE THE ANNUAL STATEMENTS AND ISSUER YES FOR N/A
MANAGEMENT REPORT BOTH FOR TELEFONICA MOVILES, S.A., AS
WELL AS FOR IT'S CONSOLIDATED GROUP OF CORPORATIONS, AS
WELL AS OF THE ALLOCATION OF THE EARNINGS OF TELEFONICA
MOVILES, S.A. AND OF THE MANAGEMENT BY ITS BOARD OF
DIRECTORS, ALL WITH REGARD TO THE FY CORRESPONDING TO THE
YE 2003
PROPOSAL #2.: APPROVE THE CASH DIVIDEND DISTRIBUTION TO ISSUER YES FOR N/A
THE SHAREHOLDERS WITH A CHARGE TO THE EARNINGS OF THE FY
2003
PROPOSAL #3.: APPOINT AN AUDITOR FOR THE FY 2004 ISSUER YES FOR N/A
PROPOSAL #4.: AUTHORIZE THE ACQUISITION OF ITS OWN ISSUER YES FOR N/A
SHARES, EITHER DIRECTLY OR THROUGH CORPORATIONS WITHIN
THE GROUP
PROPOSAL #5.: APPROVE THE GENERAL SHAREHOLDERS MEETING ISSUER YES FOR N/A
CODE OF CONDUCT
PROPOSAL #6.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR N/A
FORMALIZE, CORRECT, INTERPRET AND IMPLEMENT THE
RESOLUTIONS ADOPTED ON THE GENERAL MEETING
- ----------------------------------------------------------------------------------------------------
Issuer: TESCO PLC
Ticker: N/A CUSIP: N/A
Meeting Date 6/18/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: RECEIVE THE ACCOUNTS AND THE REPORTS OF THE ISSUER YES FOR N/A
DIRECTORS AND THE AUDITORS FOR THE FYE 28 FEB 2004
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES FOR N/A
FOR THE FYE 28 FEB 2004
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 4.77 PENCE PER ISSUER YES FOR N/A
SHARE
PROPOSAL #5.: RE-ELECT MR. CHARLES ALLEN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT MR. PHILIP CLARKE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE-ELECT DR. HARALD EINSMANN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #8.: RE-ELECT MR. VERONIQUE MORALI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #9.: RE-ELECT MR. GRAHAM PIMLOTT AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #10.: ELECT MR. RICHARD BRASHER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #11.: ELECT MR. KEN HYDON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #12.: ELECT MR. E. MERVYN DAVIES AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #13.: ELECT MR. DAVID REID AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #14.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF THE
NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID AND
APPROVE THAT THEIR REMUNERATION BE FIXED BY THE DIRECTORS
PROPOSAL #15.: APPROVE TO INCREASE THE AUTHORIZED SHARE ISSUER YES FOR N/A
CAPITAL OF THE COMPANY FROM GBP 481,600,000 TO GBP
530,000,000 BY THE CREATION OF 968,000,000 ORDINARY
SHARES OF 5P EACH
PROPOSAL #16.: AUTHORIZE THE DIRECTORS, IN PLACE OF THE ISSUER YES FOR N/A
EQUIVALENT AUTHORITY CONFERRED ON THE DIRECTORS AT THE
LAST AGM, TO EXERCISE THE POWER CONTAINED IN THE ARTICLES
TO OFFER THE HOLDERS OF ORDINARY SHARES OF 5P EACH IN
THE CAPITAL OF THE COMPANY THE SHARES THE RIGHT TO
RECEIVE NEW SHARES, CREDITED AS FULLY PAID, INSTEAD OF
THE CASH AMOUNT WHICH WOULD OTHERWISE BE DUE TO THEM IN
RESPECT OF ANY DIVIDENDS INCLUDING INTERIM DIVIDENDS
PAID BY THE DIRECTORS OR DECLARED BY THE COMPANY ,
INCLUDING THE FINAL DIVIDEND FOR THE FYE ON 28 FEB 2004,
DURING THE PERIOD OF FIVE YEARS FROM THE DATE OF THIS
RESOLUTION
PROPOSAL #17.: AUTHORIZE THE DIRECTORS, SUBJECT TO THE ISSUER YES FOR N/A
PASSING OF RESOLUTION 15 AND IN PLACE OF THE EQUIVALENT
AUTHORITY CONFERRED ON THE DIRECTORS AT THE LAST AGM AND
IN ACCORDANCE WITH SECTION 80 OF THE COMPANIES ACT 1985
CA 1985 , TO ALLOT RELEVANT SECURITIES SECTION 80(2) CA
1985 UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 128.07
MILLION; AUTHORITY EXPIRES ON 18 JUN 2009 ; AND THE
COMPANY MAY MAKE AN OFFER OR AGREEMENT BEFORE THE EXPIRY
OF SUCH AUTHORITY WHICH WOULD OR MIGHTY REQUIRE RELEVANT
SECURITIES TO BE ALLOTTED AFTER 18 JUN 2009 AND THE
DIRECTORS MAY ALLOT SUCH SECURITIES PURSUANT TO SUCH
OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #20.: AUTHORIZE TESCO STORES CR, A WHOLLY OWNED ISSUER YES ABSTAIN N/A
SUBSIDIARY OF THE COMPANY I) TO MAKE DONATIONS TO EU
POLITICAL ORGANIZATIONS NOT EXCEEDING GBP 25,000 IN
TOTAL; AND II) TO INCUR EU POLITICAL EXPENDITURE NOT
EXCEEDING GBP 25,000 IN TOTAL, DURING ANY FY OF THE
COMPANY; AUTHORITY EXPIRES AT THE CONCLUSION OF THE
COMPANY'S AGM IN 2007
PROPOSAL #21.: AUTHORIZE TESCO STORES SR, A WHOLLY OWNED ISSUER YES ABSTAIN N/A
SUBSIDIARY OF THE COMPANY I) TO MAKE DONATIONS TO EU
POLITICAL ORGANIZATIONS NOT EXCEEDING GBP 25,000 IN
TOTAL; AND II) TO INCUR EU POLITICAL EXPENDITURE NOT
EXCEEDING GBP 25,000 IN TOTAL, DURING ANY FY OF THE
COMPANY; AUTHORITY EXPIRES AT THE CONCLUSION OF THE
COMPANY'S AGM IN 2007
PROPOSAL #22.: AUTHORIZE TESCO GLOBAL RT, A WHOLLY OWNED ISSUER YES ABSTAIN N/A
SUBSIDIARY OF THE COMPANY I) TO MAKE DONATIONS TO EU
POLITICAL ORGANIZATIONS NOT EXCEEDING GBP 25,000 IN
TOTAL; AND II) TO INCUR EU POLITICAL EXPENDITURE NOT
EXCEEDING GBP 25,000 IN TOTAL, DURING ANY FY OF THE
COMPANY; AUTHORITY EXPIRES AT THE CONCLUSION OF THE
COMPANY'S AGM IN 2007
PROPOSAL #23.: AUTHORIZE TESCO POLSKA SP, A WHOLLY OWNED ISSUER YES ABSTAIN N/A
SUBSIDIARY OF THE COMPANY I) TO MAKE DONATIONS TO EU
POLITICAL ORGANIZATIONS NOT EXCEEDING GBP 25,000 IN
TOTAL; AND II) TO INCUR EU POLITICAL EXPENDITURE NOT
EXCEEDING GBP 25,000 IN TOTAL, DURING ANY FY OF THE
COMPANY; AUTHORITY EXPIRES AT THE CONCLUSION OF THE
COMPANY'S AGM IN 2007
PROPOSAL #24.: APPROVE THE TESCO PLC PERFORMANCE SHARE ISSUER YES FOR N/A
PLAN 2004 AND AUTHORIZE THE DIRECTORS TO DO ALL ACTS AND
THINGS NECESSARY TO ESTABLISH AND CARRY INTO EFFECT
PROPOSAL #25.: APPROVE THE TESCO PLC 2004 DISCRETIONARY ISSUER YES FOR N/A
SHARE OPTION PLAN AND AUTHORIZE THE DIRECTORS TO DO ALL
ACTS AND THINGS NECESSARY TO ESTABLISH AND CARRY IT INTO
EFFECT AND TO MAKE ANY AMENDMENTS REQUIRED TO THE
APPROVED PART OF THE DISCRETIONARY SHARE OPTION PLAN IN
ORDER TO OBTAIN OR MAINTAIN INLAND REVENUE APPROVAL
PROPOSAL #S.4: AMEND THE ARTICLES OF ASSOCIATION OF THE ISSUER YES FOR N/A
COMPANY THE ARTICLES BY DELETING ARTICLE 90 AND
REPLACING IT WITH A NEW ONE
PROPOSAL #S.18: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
SECTION 95 CA 1985, TO ALLOT EQUITY SECURITIES FOR CASH
PURSUANT TO THE AUTHORITY CONFERRED ON THE DIRECTORS FOR
THE PURPOSES OF SECTION 80 CA 1985, DISAPPLYING THE
STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) CA 1985 ,
PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF
EQUITY SECURITIES: I) IN CONNECTION WITH AN OFFER OF SUCH
SECURITIES BY WAY OF RIGHTS ISSUE; AND II) UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 19.21 MILLION; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE COMPANY'S
NEXT AGM OR 15 MONTHS ; AND THE COMPANY MAY BEFORE SUCH
EXPIRY MAKE AN OFFER OR AGREEMENT WHICH WOULD OR MIGHT
REQUIRE EQUITY SECURITIES TO BE ALLOTTED AFTER SUCH
EXPIRY AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES IN
PURSUANCE OF ANY SUCH OFFER OR AGREEMENT AS IF THE POWER
HAD NOT EXPIRED
PROPOSAL #S.19: AUTHORIZE THE COMPANY TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES SECTION 163(3) CA 1985 OF UP TO 768.44
MILLION SHARES OF 5P EACH IN THE COMPANY, AT A MINIMUM
PRICE OF 5P AND NOT MORE THAN 105% OF THE AVERAGE OF THE
MIDDLE MARKET QUOTATIONS OF A SHARE AS DERIVED FROM THE
LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE AGM OF THE COMPANY IN 2005 OR18
MONTHS ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE
EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
- ----------------------------------------------------------------------------------------------------
Issuer: TIETOENATOR CORP
Ticker: N/A CUSIP: N/A
Meeting Date 3/18/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: APPROVE THE MATTERS PERTAINING TO ARTICLE ISSUER YES FOR N/A
11 OF THE ARTICLES OF ASSOCIATION AS WELL AS BOARD'S
PROPOSAL TO PAY DIVIDEND OF EUR 0.50 PER SHARE
PROPOSAL #2.: AMEND PARAGRAPH 5 OF THE ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION
PROPOSAL #3.: APPROVE TO DECREASE THE SHARE PREMIUM FUND ISSUER YES FOR N/A
PROPOSAL #4.: AUTHORIZE THE BOARD TO ACQUIRE COMPANY'S ISSUER YES FOR N/A
OWN SHARES
PROPOSAL #5.: AUTHORIZE THE BOARD TO DECIDE ON SHARE ISSUER YES AGAINST N/A
ISSUES
PROPOSAL #6.: PLEASE NOTE THAT THIS IS A SHAREHOLDER SHAREHOLDER YES AGAINST N/A
PROPOSAL: APPROVE TO DISTRIBUTE THE DOT COM SOLUTION AB'S
SHARES, WHICH ARE OWNED BY TIETOENATOR OYJ, TO THE
SHAREHOLD ERS
- ----------------------------------------------------------------------------------------------------
Issuer: TOSTEM INAX HOLDING CORP
Ticker: N/A CUSIP: N/A
Meeting Date 6/25/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, INCLUDING THE ISSUER YES FOR N/A
FOLLOWING DIVIDENDS: INTERIM JY20, FINAL JY 20, SPECIAL
JY 0
PROPOSAL #2: AMEND ARTICLES TO: EXPAND BUSINESS LINES - ISSUER YES AGAINST N/A
REDUCE SHARE TRADING UNIT - CHANGECOMPANY NAME TO JS
GROUP CORP. - AUTHORIZE SHARE REPURCHASES AT BOARD'S
DISCRETION
PROPOSAL #3: APPROVE EXECUTIVE STOCK OPTION PLAN ISSUER YES FOR N/A
PROPOSAL #4.1: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.2: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.3: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.4: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.5: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.6: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.7: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.8: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.9: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.10: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #5.1: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES FOR N/A
PROPOSAL #5.2: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES FOR N/A
PROPOSAL #5.3: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES FOR N/A
PROPOSAL #6: APPROVE RETIREMENT BONUSES FOR DIRECTOR AND ISSUER YES AGAINST N/A
STATUTORY AUDITOR
- ----------------------------------------------------------------------------------------------------
Issuer: TOTAL SA
Ticker: N/A CUSIP: N/A
Meeting Date 4/28/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #E.19: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION FOR THE AUTHORITY OF THE RESOLUTION 9 OF THE
COMBINED GENERAL MEETING OF 22 MAR 2000, TO GRANT TO THE
BENEFIT OF THE MEMBERS TO BE CHOSEN BY IT, STOCK OPTIONS
GRANTING THE RIGHT TO PURCHASE THE COMPANY'S NEW AND
EXISTING SHARES WITHIN A LIMIT OF 3% OF THE SHARE
CAPITAL, AND TO SET THE PRICE OF THE SAID SHARES IN
ACCORDANCE WITH THE PROVISIONS OF ARTICLES L.225-177 TO
L.225-186 OF THE COMMERCIAL LAW; AUTHORITY EXPIRES AT
THE END OF 38 MONTHS ; AND AUTHORIZE THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
PROPOSAL #E.20: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION FOR THE AUTHORITY OF THE RESOLUTION 11 OF
THE COMBINED GENERAL MEETING OF 22 MAR 2000, TO PROCEED
WITH THE PREFERENTIAL RIGHT, IN FRANCE OR ABOARD, WITH
THE ISSUE OF SHARES, EQUITY WARRANTS AND THE SECURITIES
UP TO A NOMINAL AMOUNT OF EUR 4,000,000,000.00;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.21: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
PROCEED WITHOUT THE PREFERENTIAL RIGHT, IN FRANCE OR
ABOARD, WITH THE ISSUE OF SECURITIES UP TO A NOMINAL
AMOUNT OF EUR 2,000,000,000.00
PROPOSAL #E.22: APPROVE THE CAPITAL INCREASE, RESERVED ISSUER NO N/A N/A
FOR THE EMPLOYEES
PROPOSAL #O.1: APPROVE THE READING OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS REPORT AND THE GENERAL AUDITORS REPORT AND
APPROVE THE ACCOUNTS AND THE BALANCE SHEET OF THE COMPANY
TOTAL S.A. FOR THE FY 2003
PROPOSAL #O.2: RECEIVE THE CONSOLIDATED ACCOUNTS AND THAT ISSUER NO N/A N/A
THE BOARD OF DIRECTORS REPORT FOR THE GROUP IS INCLUDED
IN THE BOARD OF DIRECTORS REPORT
PROPOSAL #O.3: APPROVE THE PROFITS FOR THE FY AS FOLLOWS: ISSUER NO N/A N/A
EUR 3,272,172,931.00; PRIOR RETAINED EARNINGS: EUR
1,056,490,628.00; DISTRIBUTABLE PROFITS: EUR
4,328,663,559.00 AND APPROVE THE APPROPRIATION OF THE
PROFITS AS FOLLOWS: TOTAL NUMBER OF SHARES: 655,130,985;
GLOBAL DIVIDEND: EUR 3,079,115,630.00; BALANCE CARRIED
FORWARD: EUR 1,249,547,929.00 AND SHAREHOLDERS WILL
RECEIVE A NET DIVIDEND OF EUR 4.70 WITH A CORRESPONDING
TAX CREDIT
PROPOSAL #O.4: APPROVE THE SPECIAL AUDITORS REPORT, IN ISSUER NO N/A N/A
ACCORDANCE WITH THE PROVISIONS OF ARTICLE L.225-38 OF THE
COMMERCIAL LAW
PROPOSAL #O.5: AUTHORIZE THE BOARD, IN SUBSTITUTION FOR ISSUER NO N/A N/A
THE AUTHORITY OF THE RESOLUTION 6 OF THE COMBINED GENERAL
MEETING OF 06 MAY 2003, TO TRADE THE COMPANY'S SHARES ON
THE STOCK EXCHANGE, NOTABLY IN VIEW OF ADJUSTING THEIR
PRICE AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE
PRICE: EUR 250.00; MINIMUM SELLING PRICE: EUR 100.00;
MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF THE SHARE
CAPITAL; AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; AND
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #O.6: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
FRANCE OR ABROAD, IN SUBSTITUTION FOR THE AUTHORITY OF
THE RESOLUTION 21 OF THE COMBINED GENERAL MEETING OF 22
MAR 2000, WITH THE ISSUE OF BOND ISSUES, SUBORDINATED OR
NOT, DEBT SECURITIES, SUBORDINATED OR NOT PERMANENTLY, UP
TO A NOMINAL AMOUNT OF EUR 10,000,000,000.00; AUTHORITY
EXPIRES AT THE END OF 5 YEARS
PROPOSAL #O.7: APPROVE TO RENEW THE TERM OF OFFICE OF MR. ISSUER NO N/A N/A
THIERRY DESMAREST AS A DIRECTOR FOR A PERIOD OF 3 YEARS
PROPOSAL #O.8: APPROVE TO RENEW THE TERM OF OFFICE OF MR. ISSUER NO N/A N/A
THIERRY DERUDDER AS A DIRECTOR FOR A PERIOD OF 3 YEARS
PROPOSAL #O.10: APPOINT MR. DANIEL BOEUF AS A DIRECTOR, ISSUER NO N/A N/A
IN ACCORDANCE WITH THE PROVISION OF THE ARTICLE 11, WHO
REPRESENTS THE SHAREHOLDING WAGE EARNERS FOR A PERIOD OF
3 YEARS
PROPOSAL #O.11: PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER NO N/A N/A
SHAREHOLDERS PROPOSAL: APPOINT MR. PHILIPPE MARCHANDISE
AS A DIRECTOR, IN ACCORDANCE WITH THE PROVISION OF THE
ARTICLE 11, WHO REPRESENTS THE SHAREHOLDING WAGE EARNERS
FOR A PERIOD OF 3 YEARS
PROPOSAL #O.12: PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER NO N/A N/A
SHAREHOLDERS PROPOSAL: APPOINT MR. CYRIL MOUCHE AS A
DIRECTOR, IN ACCORDANCE WITH THE PROVISION OF THE ARTICLE
11, WHO REPRESENTS THE SHAREHOLDING WAGE EARNERS FOR A
PERIOD OF 3 YEARS
PROPOSAL #O.13: PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER NO N/A N/A
SHAREHOLDERS PROPOSAL: APPOINT MR. ALAN CRAMER AS A
DIRECTOR, IN ACCORDANCE WITH THE PROVISION OF THE ARTICLE
11, WHO REPRESENTS THE SHAREHOLDING WAGE EARNERS FOR A
PERIOD OF 3 YEARS
PROPOSAL #O.14: APPOINT FIRM ERNST AND YOUNG AUDIT IN ISSUER NO N/A N/A
PLACE OF THE FIRM BARBIER, FRINAULT AND AUTRES, AS THE
STATUTORY AUDITOR FOR A PERIOD OF 6 YEARS
PROPOSAL #O.15: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
THE FIRM KPMG AUDIT AS THE STATUTORY AUDITOR FOR A PERIOD
OF 6 YEARS
PROPOSAL #O.16: APPOINT MR. PIERRE JOUANNE, WHO REPLACES ISSUER NO N/A N/A
MR. ALAIN GROSMANN, AS THE DEPUTY AUDITOR FOR A PERIOD OF
6 YEARS
PROPOSAL #O.17: APPOINT MR. JEAN-LUC DECORNOY AS THE ISSUER NO N/A N/A
DEPUTY AUDITOR, WHO REPLACES THE FIRM SALUSTRO REYDEL,
FOR A PERIOD OF 6 YEARS
PROPOSAL #O.18: APPROVE THE ALLOCATION OF EUR 900,000.00 ISSUER NO N/A N/A
TO THE DIRECTORS AS THE ATTENDANCE FEES
PROPOSAL #O.9: APPROVE TO RENEW THE TERM OF OFFICE OF MR. ISSUER NO N/A N/A
SERGE TCHURUK AS A DIRECTOR FOR A PERIOD OF 3 YEARS
- ----------------------------------------------------------------------------------------------------
Issuer: TOTAL SA
Ticker: N/A CUSIP: N/A
Meeting Date 5/14/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #0.7: APPROVE TO RENEW THE TERM OF OFFICE OF MR. ISSUER NO N/A N/A
THIERRY DESMAREST AS A DIRECTOR FOR A PERIOD OF 3 YEARS
PROPOSAL #E.19: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION FOR THE AUTHORITY OF THE RESOLUTION 9 OF THE
COMBINED GENERAL MEETING OF 22 MAR 2000, TO GRANT TO THE
BENEFIT OF THE MEMBERS TO BE CHOSEN BY IT, STOCK OPTIONS
GRANTING THE RIGHT TO PURCHASE THE COMPANY'S NEW AND
EXISTING SHARES WITHIN A LIMIT OF 3% OF THE SHARE
CAPITAL, AND TO SET THE PRICE OF THE SAID SHARES IN
ACCORDANCE WITH THE PROVISIONS OF ARTICLES L.225-177 TO
L.225-186 OF THE COMMERCIAL LAW; AUTHORITY EXPIRES AT
THE END OF 38 MONTHS ; AND AUTHORIZE THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
PROPOSAL #E.20: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION FOR THE AUTHORITY OF THE RESOLUTION 11 OF
THE COMBINED GENERAL MEETING OF 22 MAR 2000, TO PROCEED
WITH THE PREFERENTIAL RIGHT, IN FRANCE OR ABOARD, WITH
THE ISSUE OF SHARES, EQUITY WARRANTS AND THE SECURITIES
UP TO A NOMINAL AMOUNT OF EUR 4,000,000,000.00;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.21: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
PROCEED WITHOUT THE PREFERENTIAL RIGHT, IN FRANCE OR
ABOARD, WITH THE ISSUE OF SECURITIES UP TO A NOMINAL
AMOUNT OF EUR 2,000,000,000.00
PROPOSAL #E.22: APPROVE THE CAPITAL INCREASE, RESERVED ISSUER NO N/A N/A
FOR THE EMPLOYEES
PROPOSAL #O.1: APPROVE THE READING OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS REPORT AND THE GENERAL AUDITORS REPORT AND
APPROVE THE ACCOUNTS AND THE BALANCE SHEET OF THE COMPANY
TOTAL S.A. FOR THE FY 2003
PROPOSAL #O.2: RECEIVE THE CONSOLIDATED ACCOUNTS AND THAT ISSUER NO N/A N/A
THE BOARD OF DIRECTORS REPORT FOR THE GROUP IS INCLUDED
IN THE BOARD OF DIRECTORS REPORT
PROPOSAL #O.3: APPROVE THE REPORTS BY THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND BY THE AUDITORS HAVING BEEN MADE AVAILABLE
TO THE SHAREHOLDERS, THE CONSOLIDATED BALANCE SHEET AND
THE CONSOLIDATED FINANCIAL STATEMENTS OF TOTAL S.A. FOR
THE FYE 31 DEC 2003
PROPOSAL #O.4: APPROVE THE PROFITS FOR THE FY AS FOLLOWS: ISSUER NO N/A N/A
EUR 3,272,172,931.00; PRIOR RETAINED EARNINGS: EUR
1,056,490,628.00; DISTRIBUTABLE PROFITS: EUR
4,328,663,559.00 AND APPROVE THE APPROPRIATION OF THE
PROFITS AS FOLLOWS: TOTAL NUMBER OF SHARES: 655,130,985;
GLOBAL DIVIDEND: EUR 3,079,115,630.00; BALANCE CARRIED
FORWARD: EUR 1,249,547,929.00 AND SHAREHOLDERS WILL
RECEIVE A NET DIVIDEND OF EUR 4.70 WITH A CORRESPONDING
TAX CREDIT
PROPOSAL #O.5: AUTHORIZE THE BOARD, IN SUBSTITUTION FOR ISSUER NO N/A N/A
THE AUTHORITY OF THE RESOLUTION 6 OF THE COMBINED GENERAL
MEETING OF 06 MAY 2003, TO TRADE THE COMPANY'S SHARES ON
THE STOCK EXCHANGE, NOTABLY IN VIEW OF ADJUSTING THEIR
PRICE AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE
PRICE: EUR 250.00; MINIMUM SELLING PRICE: EUR 100.00;
MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF THE SHARE
CAPITAL; AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; AND
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #O.6: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
FRANCE OR ABROAD, IN SUBSTITUTION FOR THE AUTHORITY OF
THE RESOLUTION 21 OF THE COMBINED GENERAL MEETING OF 22
MAR 2000, WITH THE ISSUE OF BOND ISSUES, SUBORDINATED OR
NOT, DEBT SECURITIES, SUBORDINATED OR NOT PERMANENTLY, UP
TO A NOMINAL AMOUNT OF EUR 10,000,000,000.00; AUTHORITY
EXPIRES AT THE END OF 5 YEARS
PROPOSAL #O.8: APPROVE TO RENEW THE TERM OF OFFICE OF MR. ISSUER NO N/A N/A
THIERRY DERUDDER AS A DIRECTOR FOR A PERIOD OF 3 YEARS
PROPOSAL #O.10: APPOINT MR. DANIEL BOEUF AS A DIRECTOR, ISSUER NO N/A N/A
IN ACCORDANCE WITH THE PROVISION OF THE ARTICLE 11, WHO
REPRESENTS THE SHAREHOLDING WAGE EARNERS FOR A PERIOD OF
3 YEARS
PROPOSAL #O.11: PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER NO N/A N/A
SHAREHOLDERS PROPOSAL: APPOINT MR. PHILIPPE MARCHANDISE
AS A DIRECTOR, IN ACCORDANCE WITH THE PROVISION OF THE
ARTICLE 11, WHO REPRESENTS THE SHAREHOLDING WAGE EARNERS
FOR A PERIOD OF 3 YEARS
PROPOSAL #O.12: PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER NO N/A N/A
SHAREHOLDERS PROPOSAL: APPOINT MR. CYRIL MOUCHE AS A
DIRECTOR, IN ACCORDANCE WITH THE PROVISION OF THE ARTICLE
11, WHO REPRESENTS THE SHAREHOLDING WAGE EARNERS FOR A
PERIOD OF 3 YEARS
PROPOSAL #O.13: PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER NO N/A N/A
SHAREHOLDERS PROPOSAL: APPOINT MR. ALAN CRAMER AS A
DIRECTOR, IN ACCORDANCE WITH THE PROVISION OF THE ARTICLE
11, WHO REPRESENTS THE SHAREHOLDING WAGE EARNERS FOR A
PERIOD OF 3 YEARS
PROPOSAL #O.14: APPOINT FIRM ERNST AND YOUNG AUDIT IN ISSUER NO N/A N/A
PLACE OF THE FIRM BARBIER, FRINAULT AND AUTRES, AS THE
STATUTORY AUDITOR FOR A PERIOD OF 6 YEARS
PROPOSAL #O.15: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
THE FIRM KPMG AUDIT AS THE STATUTORY AUDITOR FOR A PERIOD
OF 6 YEARS
PROPOSAL #O.16: APPOINT MR. PIERRE JOUANNE, WHO REPLACES ISSUER NO N/A N/A
MR. ALAIN GROSMANN, AS THE DEPUTY AUDITOR FOR A PERIOD OF
6 YEARS
PROPOSAL #O.17: APPOINT MR. JEAN-LUC DECORNOY AS THE ISSUER NO N/A N/A
DEPUTY AUDITOR, WHO REPLACES THE FIRM SALUSTRO REYDEL,
FOR A PERIOD OF 6 YEARS
PROPOSAL #O.18: APPROVE THE ALLOCATION OF EUR 900,000.00 ISSUER NO N/A N/A
TO THE DIRECTORS AS THE ATTENDANCE FEES
PROPOSAL #O.9: APPROVE TO RENEW THE TERM OF OFFICE OF MR. ISSUER NO N/A N/A
SERGE TCHURUK AS A DIRECTOR FOR A PERIOD OF 3 YEARS
- ----------------------------------------------------------------------------------------------------
Issuer: TRINITY MIRROR PLC
Ticker: N/A CUSIP: N/A
Meeting Date 5/6/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: RECEIVE THE DIRECTORS REPORT, THE ISSUER YES FOR N/A
FINANCIAL STATEMENTS AND THE AUDITORS REPORT FOR THE YE
28 DEC 2003
PROPOSAL #2.: RECEIVE AND ADOPT THE REMUNERATION REPORT ISSUER YES FOR N/A
INCLUDING REMUNERATION COMMITTEE REMUNERATION POLICY FOR
EXECUTIVE DIRECTOR AS SET OUT IN THE ANNUAL REPORTS AND
THE ACCOUNTS FOR THE YE 28 DEC 2003
PROPOSAL #3.: DECLARE A FINAL DIVIDEND IN RESPECT OF THE ISSUER YES FOR N/A
YE 28 DEC 2003
PROPOSAL #4.: RE-APPOINT MR. PETER BIRCH AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-APPOINT MR. DAVID ROSS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-APPOINT MR. VIJAY VAGHELA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: AUTHORIZE THE COMPANY'S WHOLLY OWNED ISSUER YES ABSTAIN N/A
SUBSIDIARY MGN LIMITED, FOR THE PURPOSES OF SECTION 347D
OF THE COMPANIES ACT 1985, TO MAKE DONATIONS TO EU
POLITICAL ORGANIZATIONS SECTION 347A NOT EXCEEDING IN
TOTAL GBP 150,000 AND INCUR EU POLITICAL EXPENDITURE NOT
EXCEEDING IN TOTAL GBP 150,000; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY IN
2007 OR 05 MAY 2007
PROPOSAL #10.: RE-APPOINT DELOITTE & TOUCH AS THE ISSUER YES FOR N/A
AUDITORS AND AUTHORIZE THE DIRECTORS TO FIX THEIR
REMUNERATION
PROPOSAL #11.: APPROVE TO ADOPT THE TRINITY MIRROR LONG ISSUER YES FOR N/A
TERM INCENTIVE PLAN 2004 LTIP ; AND AUTHORIZE THE
DIRECTOR TO DO ALL ACTS AND THINGS NECESSARY OR EXPEDIENT
TO IMPLEMENT THE LTIP INCLUDING MAKING SUCH CHANGES TO
THE DRAFT RULES OF THE LTIP AS THEY DEEM NECESSARY TO
OBTAIN ANY APPROVALS OR TO TAKE ACCOUNT OF ANY STATUTORY,
FISCAL, EXCHANGE CONTROL OR SECURITIES REGULATIONS
EITHER GENERAL OR IN RELATION TO ANY POTENTIAL
PARTICIPATION PROVIDED THAT OVERALL LIMITS CONTAINED IN
THE LTIP CONTINUE TO APPLY
PROPOSAL #12.: APPROVE TO ADOPT THE TRINITY MIRROR ISSUER YES FOR N/A
EMPLOYEES BENEFIT TRUST EBT ; AND AUTHORIZE THE
DIRECTOR TO DO ALL ACTS AND THINGS NECESSARY OR EXPEDIENT
TO IMPLEMENT THE EBT INCLUDING MAKING SUCH CHANGES TO
THE DRAFT TRUST DEED ESTABLISHING THE EBT AS THEY DEEM
NECESSARY TO OBTAIN ANY APPROVALS OR TO TAKE ACCOUNT OF
ANY STATUTORY, FISCAL, EXCHANGE CONTROL OR SECURITIES
REGULATIONS EITHER GENERAL OR IN RELATION TO ANY
POTENTIAL PARTICIPANTS
PROPOSAL #13.: APPROVE, SUBJECT TO THE APPROVAL OF THE ISSUER YES FOR N/A
BOARD OF INLAND REVENUE, TO ADOPT THE TRINITY MIRROR
SHARE INCENTIVE PLAN SIP ; AND AUTHORIZE THE DIRECTOR TO
DO ALL ACTS AND THINGS NECESSARY OR EXPEDIENT TO
IMPLEMENT THE SIP INCLUDING MAKING SUCH CHANGES TO THE
DRAFT TRUST DEED AND THE RULES OF THE SIP THEY DEEM
NECESSARY TO OBTAIN ANY APPROVALS OR TO TAKE ACCOUNT OF
ANY STATUTORY, FISCAL, EXCHANGE CONTROL OR SECURITIES
REGULATIONS EITHER GENERAL OR IN RELATION TO ANY
POTENTIAL PARTICIPATION PROVIDED THAT OVERALL LIMITS
CONTAINED IN THE SIP CONTINUE TO APPLY
PROPOSAL #14.: AUTHORIZE THE DIRECTOR TO ESTABLISH SUCH ISSUER YES FOR N/A
NUMBER OF SUPPLEMENTS OR APPENDICES TO THE LTIP AND THE
SIP AND THE EBT SCHEMES OR SUCH OTHER EMPLOYEES SHARE
SCHEMES BASED ON THE SCHEMES IN RELATION TO THE ORDINARY
SHARES IN THE CAPITAL OF THE COMPANY AS THEY CONSIDER
NECESSARY TO TAKE ADVANTAGE OF, OR COMPLY WITH, LOCAL
LAWS OR REGULATIONS, FOR THE BENEFIT OF THE EMPLOYEES OF
THE COMPANY OR ANY OF ITS SUBSIDIARIES WHO ARE RESIDENT
OR WORKING OVERSEAS AND FOR WHOM PARTICIPATION IN THE
SCHEMES IS OTHERWISE UNDESIRABLE OR IMPRACTICAL AND FROM
TIME TO TIME MAKE OR PERMIT THE MAKING OF SUCH
ALTERATIONS TO SUCH SUPPLEMENTS, APPENDICES OR OTHER
EMPLOYEES SHARE SCHEMES AS THEY DEEM NECESSARY PROVIDED
THAT: A) HAVING REGARD TO THE BENEFITS WHICH BE CONFERRED
ON AN EMPLOYEE PARTICIPATING IN THE SCHEMES, ALL SUCH
SUPPLEMENTS, APPENDICES OR OTHER EMPLOYEES SHARE SCHEMES
SHALL CONFER BENEFITS AND CONTAIN LIMITATIONS SO AS TO
ENSURE, SO FAR AS THE DIRECTORS CONSIDER PRACTICABLE,
SUBSTANTIALLY EQUALITY OF TREATMENT BETWEEN UK EMPLOYEES
AND EMPLOYEES RESIDENT OVERSEAS; AND B) THE OVERALL
LIMITS ON THE NUMBER OF SHARES IN THE COMPANY WHICH BE
ISSUED UNDER ALL THE COMPANY'S EMPLOYEES SHARE SCHEMES
SHALL NOT BE INCREASED THEREBY AND THAT THE SHARES WHICH
BE SUBSCRIBED UNDER SUCH SUPPLEMENTS, APPENDICES OR OTHER
EMPLOYEES SHARE SCHEMES SHALL COUNT TOWARDS SUCH LIMITS
PROPOSAL #15.: AUTHORIZE THE DIRECTORS, IN SUBSTITUTION ISSUER YES FOR N/A
FOR ALL EXISTING AUTHORITIES AND IN ACCORDANCE WITH
SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT
SECURITIES SECTION 80(2) UP TO AN AGGREGATE NOMINAL
AMOUNT OF GBP 9,820,000, SUBJECT TO THE ARTICLES OF
ASSOCIATION OF THE COMPANY; AUTHORITY EXPIRES THE
EARLIER OF THE CLOSE OF THE NEXT AGM OF THE COMPANY OR 05
AUG 2005 ; AND AUTHORIZE THE DIRECTORS TO ALLOT RELEVANT
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN
PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO
SUCH EXPIRY
PROPOSAL #S.8: AUTHORIZE THE COMPANY'S WHOLLY OWNED ISSUER YES ABSTAIN N/A
SUBSIDIARY SCOTTISH DAILY RECORD AND SUNDAY MAIL LIMITED,
FOR THE PURPOSES OF SECTION 347D OF THE COMPANIES ACT
1985, TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS
SECTION 347A NOT EXCEEDING IN TOTAL GBP 150,000 AND
INCUR EU POLITICAL EXPENDITURE NOT EXCEEDING IN TOTAL GBP
150,000; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE AGM OF THE COMPANY IN 2007 OR 05 MAY
2007
PROPOSAL #S.9: AUTHORIZE THE COMPANY'S WHOLLY OWNED ISSUER YES ABSTAIN N/A
SUBSIDIARY TRINITY REGIONALS PLC, FOR THE PURPOSES OF
SECTION 347D OF THE COMPANIES ACT 1985, TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATIONS SECTION 347A NOT
EXCEEDING IN TOTAL GBP 150,000 AND INCUR EU POLITICAL
EXPENDITURE NOT EXCEEDING IN TOTAL GBP 150,000;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
AGM OF THE COMPANY IN 2007 OR 05 MAY 2007
PROPOSAL #S.16: AUTHORIZE THE DIRECTORS, IN SUBSTITUTION ISSUER YES FOR N/A
FOR ALL EXISTING POWERS AND PURSUANT TO SECTION 95(1) OF
THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES
SECTION 94(2) FOR CASH PURSUANT TO THE AUTHORITY
CONFERRED BY RESOLUTION 15, DISAPPLYING THE STATUTORY
PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS
POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES A)
IN CONNECTION WITH A RIGHTS ISSUE OR OTHER ISSUE IN
FAVOR OF HOLDERS OF ORDINARY SHARES IN THE COMPANY; AND
B) UP TO AN AGGREGATE NOMINAL VALUE OF GBP 1,472,500;
AUTHORITY EXPIRES THE EARLIER OF THE CLOSE OF THE NEXT
AGM OF THE COMPANY OR 05 AUG 2005 ; AND AUTHORIZE THE
DIRECTORS TO ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF
THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT
MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.17: AUTHORIZE THE COMPANY, IN SUBSTITUTION ISSUER YES FOR N/A
FOR ALL EXISTING POWERS, TO MAKE MARKET PURCHASES
SECTION 163(3) OF THE COMPANIES ACT 1985 OF UP TO
29,450,000 ORDINARY SHARES OF 10P EACH IN THE CAPITAL OF
THE COMPANY, AT A MINIMUM PRICE OF 10P AND UP TO 105% OF
THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES
DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL
LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLIER OF THE CLOSE OF THE NEXT AGM OF THE
COMPANY OR 05 AUG 2005 ; BUT A CONTRACT OF PURCHASE MAY
BE MADE BEFORE SUCH EXPIRY WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY THEREAFTER AND A PURCHASE OF SHARES MAY
BE MADE IN PURSUANT OF SUCH CONTRACT
PROPOSAL #S.18: AMEND ARTICLE 101.1 OF THE ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION OF THE COMPANY BY DELETING THE FIGURE GBP
200,000 AND SUBSTITUTING IT WITH GBP 500,000
- ----------------------------------------------------------------------------------------------------
Issuer: UNICREDITO ITALIANO SPA, GENOVA
Ticker: N/A CUSIP: N/A
Meeting Date 6/25/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #E.1: AMEND THE ARTICLE OF THE BY-LAWS AND ISSUER NO N/A N/A
INTRODUCE THE NEW ARTICLE AND TO REMOVE THE MEETING
REGULATION AS A PART OF THE BY-LAWS
PROPOSAL #O.1: APPROVE THE UNICREDITO ITALIANO MEETING ISSUER NO N/A N/A
REGULATION
- ----------------------------------------------------------------------------------------------------
Issuer: UNILEVER PLC
Ticker: N/A CUSIP: N/A
Meeting Date 5/12/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: RECEIVE AND APPROVE THE ACCOUNTS AND THE ISSUER YES FOR N/A
BALANCE SHEET FOR THE YE 31 DEC 2003, TOGETHER WITH THE
DIRECTORS REPORT AND THE AUDITORS REPORT
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES FOR N/A
FOR THE YE 31 DEC 2003 INCLUDED WITHIN THE ANNUAL REPORT
& ACCOUNTS 2003
PROPOSAL #3.: DECLARE A DIVIDEND ON THE ORDINARY SHARES ISSUER YES FOR N/A
PROPOSAL #4.: RE-ELECT MR. N. W. A. FITZGGERALD, KBE AS A ISSUER YES FOR N/A
EXECUTIVE DIRECTOR
PROPOSAL #5.: RE-ELECT MR. A. BURGMANS AS A EXECUTIVE ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #6.: RE-ELECT MR. A. C. BUTLER AS A EXECUTIVE ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #7.: RE-ELECT MR. P. J. CESCAU AS A EXECUTIVE ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #8.: RE-ELECT MR. K. B. DADISETH AS A EXECUTIVE ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #9.: RE-ELECT MR. A. R. BARON VAN HEEMSTRA AS A ISSUER YES FOR N/A
EXECUTIVE DIRECTOR
PROPOSAL #10.: RE-ELECT MR. R. H. P. MARKHAM AS A ISSUER YES FOR N/A
EXECUTIVE DIRECTOR
PROPOSAL #11.: ELECT MR. C. J. VAN DER GRAAF AS A ISSUER YES FOR N/A
EXECUTIVE DIRECTOR
PROPOSAL #12.: ELECT THE RT. HONERABLE THE LORD BRITTAN ISSUER YES FOR N/A
OF SPENNITHORNE QC DL, SUBJECT TO THE PASSING OF
RESOLUTION 26, AS A NON-EXECUTIVE DIRECTOR
PROPOSAL #13.: ELECT MR. BARONESS CHALKER OF WALLASEY, ISSUER YES FOR N/A
SUBJECT TO THE PASSING OF RESOLUTION 26, AS A
NON-EXECUTIVE DIRECTOR
PROPOSAL #14.: ELECT MR. B. COLLOMB, SUBJECT TO THE ISSUER YES FOR N/A
PASSING OF RESOLUTION 26, AS A NON-EXECUTIVE DIRECTOR
PROPOSAL #15.: ELECT PROFESSOR W. DIK, SUBJECT TO THE ISSUER YES FOR N/A
PASSING OF RESOLUTION 26, AS A NON-EXECUTIVE DIRECTOR
PROPOSAL #16.: ELECT MR. O. FANJUL, SUBJECT TO THE ISSUER YES ABSTAIN N/A
PASSING OF RESOLUTION 26, AS A NON-EXECUTIVE DIRECTOR
PROPOSAL #17.: ELECT MR. C. X. GONZALEZ, SUBJECT TO THE ISSUER YES ABSTAIN N/A
PASSING OF RESOLUTION 26, AS A NON-EXECUTIVE DIRECTOR
PROPOSAL #18.: ELECT MR. H. KOPPER, SUBJECT TO THE ISSUER YES ABSTAIN N/A
PASSING OF RESOLUTION 26, AS A NON-EXECUTIVE DIRECTOR
PROPOSAL #19.: ELECT THE LORD SIMON OF HIGHBURY CBE, ISSUER YES FOR N/A
SUBJECT TO THE PASSING OF RESOLUTION 26, AS A
NON-EXECUTIVE DIRECTOR
PROPOSAL #20.: ELECT MR. J. VAN DER VEER, SUBJECT TO THE ISSUER YES FOR N/A
PASSING OF RESOLUTION 26, AS A NON-EXECUTIVE DIRECTOR
PROPOSAL #21.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES AGAINST N/A
THE AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF THE
NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE
THE MEMBERS
PROPOSAL #22.: AUTHORIZE THE DIRECTORS TO FIX THE ISSUER YES AGAINST N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #23.: AUTHORIZE THE DIRECTORS, IN SUBSTITUTION ISSUER YES FOR N/A
FOR ANY EXISTING AUTHORITY, TO ALLOT RELEVANT SECURITIES
SECTION 80 UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
13,450,000; AUTHORITY EXPIRE ON THE DAY PRECEDING THE
5TH ANNIVERSARY OF THE PASSING OF THIS RESOLUTION ; AND
THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE
EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR
AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.24: AUTHORIZE THE DIRECTORS, SUBJECT TO THE ISSUER YES FOR N/A
PASSING OF RESOLUTION 23 AND PURSUANT TO SECTION 95 OF
THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES
SECTION 94 FOR CASH PURSUANT TO THE AUTHORITY CONFERRED
BY RESOLUTION 23 OR BY VIRTUE OF SECTION 94(3A),
DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION
89(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE
ALLOTMENT OF EQUITY SECURITIES A) IN CONNECTION WITH A
RIGHTS ISSUE IN FAVOR OF ORDINARY SHAREHOLDERS; AND B) UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 2,000,000 5% OF
THE ISSUED SHARE CAPITAL ; AUTHORITY EXPIRE ON THE DAY
PRECEDING THE 5TH ANNIVERSARY OF THE PASSING OF THIS
RESOLUTION ; AND, AUTHORIZE THE DIRECTORS TO ALLOT EQUITY
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN
PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO
SUCH EXPIRY
PROPOSAL #S.25: AUTHORIZE THE COMPANY, PURSUANT TO ISSUER YES FOR N/A
ARTICLE 64 OF THE ARTICLES OF ASSOCIATION, TO MAKE MARKET
PURCHASES SECTION 163(3) OF UP TO 290 MILLION ORDINARY
SHARES OF 1.4P EACH IN THE CAPITAL OF THE COMPANY, AT A
MINIMUM PRICE OF 1.4P AND NOT MORE THAN 5% ABOVE THE
AVERAGE MARKET VALUE FOR SUCH SHARES DERIVED FROM THE
LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, FOR THE 5
BUSINESS DAYS PRECEDING THE DATE OF PURCHASE; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY OR 12 MONTHS ; THE COMPANY, BEFORE THE
EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH
EXPIRY
PROPOSAL #S.26: AMEND THE ARTICLES OF ASSOCIATION TO ISSUER YES FOR N/A
REFLECT CORPORATE GOVERNANCE CHANGES
PROPOSAL #S.27: AMEND THE ARTICLES OF ASSOCIATION FOR ISSUER YES FOR N/A
TREASURY SHARES AND OTHER MINOR CHANGES
- ----------------------------------------------------------------------------------------------------
Issuer: UPM-KYMMENE CORP
Ticker: N/A CUSIP: N/A
Meeting Date 3/24/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: APPROVE THE MATTERS PERTAINING TO ARTICLE11 ISSUER NO N/A N/A
OF THE COMPANY'S ARTICLES OF ASSOCIATION AS WELL AS
BOARD'S PROPOSAL TO PAY DIVIDEND OF EUR 0,75 PER SHARE
PROPOSAL #2.: APPROVE THE BOARD'S PROPOSAL TO BUY BACK ISSUER NO N/A N/A
THE COMPANY'S OWN SHARES USING ITS DISTRIBUTABLE FUNDS
PROPOSAL #3.: AUTHORIZE THE BOARD TO DECIDE ON THE ISSUER NO N/A N/A
DISPOSAL OF THE OWN SHARES BOUGHT BACK IN ACCORDANCE WITH
THE ABOVE DECISION
PROPOSAL #4.: AUTHORIZE THE BOARD TO DECIDE ON INCREASING ISSUER NO N/A N/A
THE SHARE CAPITAL BY ISSUING NEW SHARES AND/OR
CONVERTIBLE BONDS
- ----------------------------------------------------------------------------------------------------
Issuer: VNU NV, HAARLEM
Ticker: N/A CUSIP: N/A
Meeting Date 4/20/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: OPENING ISSUER NO N/A N/A
PROPOSAL #2.: APPROVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
MANAGEMENT
PROPOSAL #3.A: APPROVE THE ANNUAL ACCOUNTS ISSUER NO N/A N/A
PROPOSAL #3.B: GRANT DISCHARGE TO THE BOARD OF MANAGEMENT ISSUER NO N/A N/A
PROPOSAL #3.C: GRANT DISCHARGE TO THE SUPERVISORY BOARD ISSUER NO N/A N/A
PROPOSAL #4.A: APPROVE THE DIVIDEND AND RESERVE POLICY ISSUER NO N/A N/A
PROPOSAL #4.B: APPROVE THE DIVIDEND ISSUER NO N/A N/A
PROPOSAL #5.: APPROVE THE EXTENSION OF THE AUTHORITY OF ISSUER NO N/A N/A
THE BOARD OF MANAGEMENT TO ACQUIRE SHARES FOR 18 MONTHS
PROPOSAL #6.A: APPROVE THE EXTENSION OF THE AUTHORITY OF ISSUER NO N/A N/A
THE BOARD OF MANAGEMENT TO ISSUE SHARES FOR 18 MONTHS
PROPOSAL #6.B: APPROVE THE EXTENSION OF THE AUTHORITY OF ISSUER NO N/A N/A
THE BOARD OF MANAGEMENT TO ACQUIRE SHARES FOR 18 MONTHS
PROPOSAL #6.C: APPROVE THE EXTENSION OF THE AUTHORITY OF ISSUER NO N/A N/A
THE BOARD OF MANAGEMENT TO LIMIT OR EXCLUDE THE
PRE-EMPTIVE RIGHT FOR 18 MONTHS
PROPOSAL #7.: APPOINT AN AUDITOR ISSUER NO N/A N/A
PROPOSAL #8.: APPROVE THE CORPORATE GOVERNANCE ISSUER NO N/A N/A
PROPOSAL #9.A: APPROVE THE REMUNERATION POLICY OF THE ISSUER NO N/A N/A
BOARD OF MANAGEMENT
PROPOSAL #9.B: APPROVE THE STOCK OPTION PLAN OF BOARD OF ISSUER NO N/A N/A
MANAGEMENT
PROPOSAL #9.C: APPROVE THE RESTRICTED STOCK PLAN OF THE ISSUER NO N/A N/A
BOARD OF MANAGEMENT
PROPOSAL #10.A: RE-APPOINT MR. P.A.F.W. ELVERDING AS A ISSUER NO N/A N/A
MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #10.B: RE-APPOINT MR. J.L. BRENTJENS AS A MEMBER ISSUER NO N/A N/A
OF THE SUPERVISORY BOARD
PROPOSAL #11.: APPROVE THE REMUNERATION OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #12.: ANNOUNCEMENTS AND OTHER BUSINESS ISSUER NO N/A N/A
PROPOSAL #13.: CLOUSURE ISSUER NO N/A N/A
- ----------------------------------------------------------------------------------------------------
Issuer: VODAFONE GROUP PLC
Ticker: N/A CUSIP: G93882101
Meeting Date 7/30/2003 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1: ACCEPT FINANCIAL STATEMENTS AND STATUTORY ISSUER YES FOR FOR
REPORTS
PROPOSAL #2: APPROVE REMUNERATION REPORT ISSUER YES FOR FOR
PROPOSAL #3: REELECT LORD MACLAURIN OF KNEBWORTH AS ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #4: REELECT KENNETH HYDON AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5: REELECT THOMAS GEITNER AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6: REELECT ALEC BROERS AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7: REELECT JUERGEN SCHREMPP AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #8: ELECT JOHN BUCHANAN AS DIRECTOR ISSUER YES ABSTAIN AGAINST
PROPOSAL #9: APPROVE FINAL DIVIDEND OF 0.8983 PENCE PER ISSUER YES FOR FOR
SHARE
PROPOSAL #10: RATIFY DELOITTE AND TOUCHE AS AUDITORS ISSUER YES AGAINST AGAINST
PROPOSAL #11: AUTHORIZE BOARD TO FIX REMUNERATION OF ISSUER YES AGAINST AGAINST
AUDITORS
PROPOSAL #12: AUTHORIZE EU POLITICAL DONATIONS UP TO GBP ISSUER YES ABSTAIN AGAINST
100,000
PROPOSAL #13: AUTHORIZE ISSUANCE OF EQUITY OR ISSUER YES FOR FOR
EQUITY-LINKED SECURITIES WITH PREEMPTIVE RIGHTS UP TO
AGGREGATE NOMINAL AMOUNT OF USD 900,000,000
PROPOSAL #14: AUTHORIZE ISSUANCE OF EQUITY OR ISSUER YES FOR FOR
EQUITY-LINKED SECURITIES WITHOUT PREEMPTIVE RIGHTS UP TO
AGGREGATE NOMINAL AMOUNT OF USD 340,000,000
PROPOSAL #15: AUTHORIZE 6,800,000,000 SHARES FOR SHARE ISSUER YES FOR FOR
REPURCHASE PROGRAM
- ----------------------------------------------------------------------------------------------------
Issuer: VOLKSWAGEN AG, WOLFSBURG
Ticker: N/A CUSIP: N/A
Meeting Date 4/22/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
AGM PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND ISSUER NO N/A N/A
THE ANNUAL REPORT FOR THE FY 2003 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND
GROUP ANNUAL REPORT
AGM PROPOSAL #2.: APPROVE THE APPROPRIATION OF THE ISSUER NO N/A N/A
DISTRIBUTABLE PROFIT OF EUR 412,907,846.55 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 1.05 PER ORDINARY SHARES;
PAYMENT OF A DIVIDEND OF EUR 1.11 PER PREFERENCE SHARE;
THE REMINDER SHALL BE CARRIED FORWARD EX-DIVIDEND AND
PAYABLE DATE: 23 APR 2004
AGM PROPOSAL #3.: RATIFY THE ACTS OF THE BOARD OF ISSUER NO N/A N/A
MANAGING DIRECTORS
AGM PROPOSAL #4.: RATIFY THE ACTS OF THE SUPERVISORY ISSUER NO N/A N/A
BOARD
AGM PROPOSAL #5.: AUTHORIZE THE BOARD OF MANAGING ISSUER NO N/A N/A
DIRECTORS WITH THE CONSENT OF THE SUPERVISORY BOARD, TO
INCREASE THE SHARE CAPITAL BY UP TO EUR 400,000 THROUGH
THE ISSUE OF NEW BEARER ORDINARY AND/OR PREFERENCE SHARES
AGAINST IN CASH PAYMENT ON OR BEFORE 21 SEP 2004;
SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS EXCEPT
FOR RESIDUAL AMOUNTS, FOR THE ISSUE OF SHARES OF UP TO
EUR 100,000 IF THE NEW SHARES ARE ISSUED AT A PRICE NOT
MATERIALLY BELOW THE MARKET PRICE OF IDENTICAL SHARES AND
FOR GRANTING OF SUCH RIGHTS TO BONDHOLDERS, HOLDERS OF
ONE CLASS OF SHARES MAY NOT SUBSCRIBE TO THE OTHER CLASS
OF SHARES AND CORRESPONDINGLY AMEND THE ARTICLES OF
ASSOCIATION
AGM PROPOSAL #6.: AUTHORIZE THE BOARD OF MANAGING ISSUER NO N/A N/A
DIRECTORS TO ISSUE BEARER BONDS OF UP TO EUR
5,000,000,000, HAVING A TERM OF UP TO 20 YEARS AND
CONFERRING OPTION AND CONVERTIBLE RIGHTS FOR NEW BEARER
ORDINARY AND/OR PREFERENCE SHARES OF THE COMPANY ON OR
BEFORE 21 SEP 2004, AND THE SHAREHOLDERS SUBSCRIPTION
RIGHTS MAY BE EXCLUDED FOR ISSUE OF BONDS CONFERRING
OPTION AND/OR CONVERTIBLE RIGHTS FOR NEW SHARES OF THE
COMPANY OF UP TO EUR 100,000 OF THE SHARE CAPITAL AT A
PRICE NOT MATERIALLY BELOW THEIR THEORETICAL MARKET VALUE
FOR RESIDUAL AMOUNTS, FOR GRANTING OF SUCH RIGHTS TO
OTHER BONDHOLDERS, AND THE COMPANY'S SHARE CAPITAL SHALL
BE INCREASED ACCORDINGLY BY UP TO EUR 100,000,000 THROUGH
THE ISSUE OF NEW BEARER ORDINARY AND/OR PREFERENCE
SHARES, INSOFAR AS OPTION AND CONVERTIBLE RIGHTS ARE
EXERCISED; AMEND THE ARTICLES OF ASSOCIATION
AGM PROPOSAL #7.: APPROVE THE ORDINARY TREASURY SHARES ISSUER NO N/A N/A
MAY BE SOLD EXCEPT FOR THE PURPOSES OF SECURITIES
TRADING, FLOATED ON FOREIGN STOCK EXCHANGES, USED FOR
ACQUISITION PURPOSES OR FOR SATISFYING OPTION AND/OR
CONVERTIBLE RIGHTS, AND RETIRED; AND AUTHORIZE THE BOARD
OF MANAGING DIRECTORS TO ACQUIRE ORDINARY AND/OR
PREFERENCE SHARES OF THE COMPANY OF UP TO 10% OF THE
SHARE CAPITAL AT A PRICE DIFFERING NEITHER MORE THAN 5%
FROM THE MARKET PRICE OF THE SHARES IF THE SHARES ARE
ACQUIRED THROUGH THE STOCK EXCHANGE, NOR MORE THAN 20% IF
THE SHARES ARE ACQUIRED BY WAY OF A RE-PURCHASE OFFER;
AUTHORITY WILL BE EFFECTIVE FROM 25 OCT 04 UNTIL 22 OCT
05
AGM PROPOSAL #8.: APPROVE THE COMPANY'S PROFIT TRANSFER ISSUER NO N/A N/A
AGREEMENT WITH ITS WHOLLY-OWNED SUBSIDIARY VOLKSWAGEN
COACHING GMBH, EFFECTIVE FROM 01 JAN 2004
AGM PROPOSAL #9.: APPOINT PRICEWATERHOUSECOOPERS DEUTSCHE ISSUER NO N/A N/A
REVISION AG, HANOVER AS THE AUDITORS FOR THE FY 2004
SEP PROPOSAL #1.: AUTHORIZE THE BOARD OF MANAGING ISSUER NO N/A N/A
DIRECTORS WITH THE CONSENT OF THE SUPERVISORY BOARD, IN
SUBSTITUTION OF THE EXISTING AUTHORITY, TO INCREASE THE
SHARE CAPITAL BY UP TO EUR 400,000 THROUGH THE ISSUE OF
NEW BEARER ORDINARY AND/OR PREFERENCE SHARES AGAINST CASH
PAYMENT ON OR BEFORE 21 SEP 2004; SHAREHOLDERS SHALL BE
GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR RESIDUAL AMOUNTS,
FOR THE ISSUE OF SHARES OF UP TO EUR 100,000 IF THE NEW
SHARES ARE ISSUED AT A PRICE NOT MATERIALLY BELOW THE
MARKET PRICE OF IDENTICAL SHARES AND FOR GRANTING OF SUCH
RIGHTS TO BONDHOLDERS, HOLDERS OF ONE CLASS OF SHARES
MAY NOT SUBSCRIBE TO THE OTHER CLASS OF SHARES AND
CORRESPONDINGLY AMEND THE ARTICLES OF ASSOCIATION
SEP PROPOSAL #2.: APPROVE THE SEPARATE RESOLUTION OF ISSUER NO N/A N/A
PREFERRED SHAREHOLDERS ON RESOLUTION 1
SEP PROPOSAL #3.: AUTHORIZE THE BOARD OF MANAGING ISSUER NO N/A N/A
DIRECTORS, IN SUBSTITUTION FOR ANY EXISTING AUTHORITIES,
TO ISSUE BEARER BONDS OF UP TO EUR 5,000,000,000, HAVING
A TERM OF UP TO 20 YEARS AND CONFERRING OPTION AND
CONVERTIBLE RIGHTS FOR NEW BEARER ORDINARY AND/OR
PREFERENCE SHARES OF THE COMPANY ON OR BEFORE 21 SEP
2004, AND THE SHAREHOLDERS SUBSCRIPTION RIGHTS MAY BE
EXCLUDED FOR ISSUE OF BONDS CONFERRING OPTION AND/OR
CONVERTIBLE RIGHTS FOR NEW SHARES OF THE COMPANY OF UP TO
EUR 100,000 OF THE SHARE CAPITAL AT A PRICE NOT
MATERIALLY BELOW THEIR THEORETICAL MARKET VALUE FOR
RESIDUAL AMOUNTS, FOR GRANTING OF SUCH RIGHTS TO OTHER
BONDHOLDERS, AND THE COMPANY'S SHARE CAPITAL SHALL BE
INCREASED ACCORDINGLY BY UP TO EUR 100,000,000 THROUGH
THE ISSUE OF NEW BEARER ORDINARY AND/OR PREFERENCE
SHARES, INSOFAR AS OPTION AND CONVERTIBLE RIGHTS ARE
EXERCISED AND CORRESPONDINGLY AMEND THE ARTICLES OF
ASSOCIATION
SEP PROPOSAL #4.: APPROVE THE SEPARATE RESOLUTION OF ISSUER NO N/A N/A
PREFERRED SHAREHOLDERS ON RESOLUTION 3
- ----------------------------------------------------------------------------------------------------
Issuer: VOLKSWAGEN AG, WOLFSBURG - PREFERRED SHARES
Ticker: N/A CUSIP: N/A
Meeting Date 4/22/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND THE ISSUER NO N/A N/A
ANNUAL REPORT FOR THE 2003 FY WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND THE
GROUP ANNUAL REPORT
PROPOSAL #2.: APPROVE THE APPROPRIATION OF THE ISSUER NO N/A N/A
DISTRIBUTABLE PROFIT OF EUR 412,907,846.55 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 1.05 PER ORDINARY SHARE;
PAYMENT OF A DIVIDEND OF EUR 1.11 PER PREFERENCE SHARE;
AND THE REMAINDER SHALL BE CARRIED FORWARD; EX-DIVIDEND
AND PAYABLE DATE 23 APR 2004
PROPOSAL #3.: RATIFY THE ACTS OF THE BOARD OF MANAGING ISSUER NO N/A N/A
DIRECTORS
PROPOSAL #4.: RATIFY THE ACTS OF THE SUPERVISORY BOARD ISSUER NO N/A N/A
PROPOSAL #5.: AUTHORIZE THE BOARD OF MANAGING DIRECTORS, ISSUER NO N/A N/A
WITH THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE
THE SHARE CAPITAL BY UP TO EUR 400,000 THROUGH THE ISSUE
OF NEW BEARER ORDINARY AND/OR PREFERENCE SHARES AGAINST
CASH PAYMENT, ON OR BEFORE 21 APR 2009; AND APPROVE THAT
SHAREHOLDERS SUBSCRIPTION RIGHTS MAY BE EXCLUDED FOR
RESIDUAL AMOUNTS, FOR AN AMOUNT OF UP TO EUR 100,000 IF
THE NEW SHARES ARE ISSUED AT A PRICE NOT MATERIALLY BELOW
THE MARKET PRICE OF IDENTICAL SHARES AND FOR THE
GRANTING OF SUCH RIGHTS TO BONDHOLDERS; HOLDERS OF ONE
CLASS OF SHARES MAY NOT SUBSCRIBE TO THE OTHER CLASS OF
SHARES; AND THAT THE EXISTING AUTHORIZATION TO INCREASE
THE SHARE CAPITAL SHALL BE REVOKED AND AMEND THE ARTICLES
OF ASSOCIATION ACCORDINGLY
PROPOSAL #6.: AUTHORIZE THE BOARD OF MANAGING DIRECTORS ISSUER NO N/A N/A
TO ISSUE BEARER BONDS OF UP TO EUR 5,000,000,000, HAVING
A TERM OF UP TO 20 YEARS AND CONFERRING OPTION AND/OR
CONVERTIBLE RIGHTS FOR NEW BEARER ORDINARY AND/OR
PREFERENCE SHARES OF THE COMPANY, ON OR BEFORE 21 APR
2009; AND APPROVE THAT THE SHAREHOLDERS SUBSCRIPTION
RIGHTS MAY BE EXCLUDED FOR THE ISSUE OF BONDS CONFERRING
OPTION AND/OR CONVERTIBLE RIGHTS FOR NEW SHARES OF THE
COMPANY OF UP TO EUR 100,000 OF THE SHARE CAPITAL AT A
PRICE NOT MATERIALLY BELOW THEIR THEORETICAL MARKET
VALUE, FOR RESIDUAL AMOUNTS AND FOR THE GRANTING OF SUCH
RIGHTS TO BONDHOLDERS; THE COMPANY'S SHARE CAPITAL BE
INCREASED ACCORDINGLY BY UP TO EUR 100,000,000 THROUGH
THE ISSUE OF NEW BEARER ORDINARY AND/OR PREFERENCE
SHARES, INSOFAR AS OPTION AND/OR CONVERTIBLE RIGHTS ARE
EXERCISED; AND AMEND THE ARTICLES OF ASSOCIATION
ACCORDINGLY
PROPOSAL #7.: APPROVE THAT ORDINARY TREASURY SHARES BE ISSUER NO N/A N/A
SOLD EXCEPT FOR PURPOSES OF SECURITIES TRADING, FLOATED
ON FOREIGN STOCK EXCHANGES, USED FOR ACQUISITION PURPOSES
OR FOR SATISFYING OPTION AND/OR CONVERTIBLE RIGHTS, AND
RETIRED; AND AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO
ACQUIRE ORDINARY AND/OR PREFERENCE SHARES OF THE COMPANY
OF UP TO 10% OF THE SHARE CAPITAL, AT A PRICE DIFFERING
NEITHER MORE THAN 5% FROM THE MARKET PRICE OF THE SHARES
IF THE SHARES ARE ACQUIRED THROUGH THE STOCK EXCHANGE,
NOR MORE THAN 20% IF THE SHARES ARE ACQUIRED BY WAY OF A
RE- PURCHASE OFFER; AND APPROVE THAT THESE AUTHORIZATIONS
SHALL BE EFFECTIVE FROM 25 OCT 2004 UNTIL 22 OCT 2005
PROPOSAL #8.: APPROVE THE CONTROL AND PROFIT TRANSFER ISSUER NO N/A N/A
AGREEMENT WITH THE COMPANY'S WHOLLY-OWNED SUBSIDIARY
VOLKSWAGEN COACHING GMBH, EFFECTIVE FROM 01 JAN 204
PROPOSAL #9.: APPOINT PRICEWATERHOUSECOOPERS DEUTSCHE ISSUER NO N/A N/A
REVISION AG, HANOVER, AS THE AUDITORS FOR THE 2004 FY
- ----------------------------------------------------------------------------------------------------
Issuer: VOLVO AB
Ticker: N/A CUSIP: N/A
Meeting Date 4/16/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
AGM PROPOSAL #I.: APPROVE THAT THE COMPANY'S HOLDING OF ISSUER NO N/A N/A
REPURCHASED SHARES (TREASURY STOCK) MAY BE USED BY THE
COMPANY TO FULFILL ITS COMMITMENTS UNDERTAKEN IN THE
COMPANY'S EMPLOYEE STOCK OPTION PROGRAM FOR 2002 PROGRAM
; PROVIDED THAT A MAXIMUM OF 1,240,000 SERIES B SHARES
MAY BE TRANSFERRED; PREFERENTIAL RIGHTS TO ACQUIRE THE
SHARES SHALL ACCRUE TO THOSE PERSONS OPTION-HOLDERS WHO
ARE ENTITLED TO ACQUIRE SHARES IN ACCORDANCE WITH THE
PROGRAM, WITH RIGHTS FOR EACH OPTION-HOLDER TO ACQUIRE
THE MAXIMUM NUMBER OF SHARES AS SPECIFIED IN THE TERMS
AND CONDITIONS OF THE PROGRAM; THE PREFERENTIAL RIGHTS OF
THE OPTION-HOLDERS TO ACQUIRE SHARES MUST BE EXERCISED
DURING THE PERIOD THAT THE OPTION-HOLDER HAS RIGHTS TO
ACQUIRE SHARES IN ACCORDANCE WITH THE PROGRAM, THAT IS,
DURING THE PERIOD 02 MAY 2006 01 MAY
2008; OPTION-HOLDERS SHALL PAY FOR THE SHARES IN THE
MANNER AND WITHIN THE TIME STATED IN THE TERMS AND
CONDITIONS FOR THE PROGRAM; OPTION-HOLDERS SHALL PAY SEK
163 PER SHARE; TRANSFER OF SHARES MAY OCCUR ON ONE OR
MORE OCCASIONS; THE NUMBER OF SHARES AND THE PRICE MAY BE
SUBJECT TO ADJUSTMENT IN ACCORDANCE WITH THE TERMS AND
CONDITIONS FOR THE PROGRAM AS A RESULT OF A BONUS ISSUE,
CONSOLIDATION OR SPLIT OF SHARES, PREFERENTIAL ISSUE,
REDUCTION OF SHARE CAPITAL AND SIMILAR MEASURES
AGM PROPOSAL #A.: ADOPT THE INCOME STATEMENT AND BALANCE ISSUER NO N/A N/A
SHEET AND THE CONSOLIDATED INCOME STATEMENT AND
CONSOLIDATED BALANCE SHEET
AGM PROPOSAL #B.: APPROVE THE DISPOSITION OF THE ISSUER NO N/A N/A
COMPANY'S PROFIT AS FOLLOWS: A DIVIDEND OF SEK 8.00 PER
SHARE SHALL BE PAID IN CASH; IN ADDITION 27,060,958
SHARES IN THE SUBSIDIARY AINAX AB SHALL BE DISTRIBUTED TO
THE SHAREHOLDERS FOR RECORD DATE 01 JUN 2004 FOR THE
DIVIDEND AND THE AINAX SHARES; PAYMENT OF THE CASH
DIVIDEND IS EXPECTED TO OCCUR THROUGH VPC AB (SWEDISH
SECURITIES REGISTER CENTER) IN MID JUNE, 2004
AGM PROPOSAL #C.: GRANT DISCHARGE TO THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE PRESIDENT FROM LIABILITY
AGM PROPOSAL #D.: APPROVE TO DETERMINE THE NUMBER OF ISSUER NO N/A N/A
BOARD MEMBERS BE SET AT NINE WITH NO DEPUTY MEMBERS
AGM PROPOSAL #E.: APPROVE THE REMUNERATION TO THE BOARD ISSUER NO N/A N/A
OF DIRECTORS AT SEK 4,800,000 FOR DISTRIBUTION AMONG
MEMBERS IN ACCORDANCE WITH THE DECISION OF THE BOARD
AGM PROPOSAL #F.1: RE-ELECT MR. PER-OLOF ERIKSSON AS A ISSUER NO N/A N/A
DIRECTOR
AGM PROPOSAL #F.2: RE-ELECT MR. PATRICK FAURE AS A ISSUER NO N/A N/A
DIRECTOR
AGM PROPOSAL #F.3: RE-ELECT MR. HARUKO FUKUDA AS A ISSUER NO N/A N/A
DIRECTOR
AGM PROPOSAL #F.4: RE-ELECT MR. TOM HEDELIUS AS A ISSUER NO N/A N/A
DIRECTOR
AGM PROPOSAL #F.5: RE-ELECT MR. LEIF JOHANSSON AS A ISSUER NO N/A N/A
DIRECTOR
AGM PROPOSAL #F.6: RE-ELECT MR. FINN JOHNSSON AS A ISSUER NO N/A N/A
DIRECTOR
AGM PROPOSAL #F.7: RE-ELECT MR. NEELIE KROES AS A ISSUER NO N/A N/A
DIRECTOR
AGM PROPOSAL #F.8: RE-ELECT MS. LOUIS SCHWEITZER AS A ISSUER NO N/A N/A
DIRECTOR
AGM PROPOSAL #F.9: ELECT MR. KEN WHIPPLE AS A DIRECTOR ISSUER NO N/A N/A
AGM PROPOSAL #G.: AUTHORIZE THE BOARD CHAIRMAN TO APPOINT ISSUER NO N/A N/A
THREE MEMBERS FROM AMONG THE REPRESENTATIVES OF THE
COMPANY'S THREE PRINCIPAL OWNERS, IN TERMS OF VOTING
RIGHTS, AND WHO ARE NOT MEMBERS OF THE COMPANY'S BOARD OF
DIRECTORS, PLUS ONE MEMBER REPRESENTING THE MINOR
SHAREHOLDERS IN THE COMPANY, ALL OF WHOM JOINTLY WITH
THE CHAIRMAN SHALL CONSTITUTE THE NOMINATION COMMITTEE
FOR THE PERIOD UP TO THE NEXT AGM; THE COMPOSITION OF THE
COMMITTEE SHALL BE ANNOUNCED IN ADVANCE OF THE ELECTION
OF THE MEMBERS OF THE BOARD IN 2005 AND IN CONJUNCTION
WITH THE PUBLICATION OF THE COMPANY'S REPORT ON
OPERATIONS FOR THE THIRD QUARTER OF 2004; AND APPROVE
THAT NO FEES SHALL BE PAID TO THE NOMINATION COMMITTEE
AGM PROPOSAL #H.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
DECIDE ON THE PURCHASE AND TRANSFER OF OWN SHARES AND
ACQUIRE A MAXIMUM OF 10% OF THE TOTAL NUMBER OF SHARES
THROUGH TRADING ON A STOCK EXCHANGE OR ANOTHER REGULATED
MARKET IN WHICH THE COMPANY'S SHARES ARE LISTED; FOR THE
PURPOSE OF FINANCING COMPANY ACQUISITIONS, TRANSFER OF
SHARES HELD BY THE COMPANY MAY OCCUR THROUGH AN OFFERING
DIRECTED TO ALL SHAREHOLDERS; PAYMENT FOR TRANSFERRED
SHARES SHALL BE MADE IN CASH
AGM PROPOSAL #J.: APPROVE LONG-TERM INCENTIVE PLAN; ISSUER NO N/A N/A
APPROVE REISSUANCE OF TREASURY STOCK
AGM PROPOSAL #K.: APPROVE THAT THE COMPANY MAY TRANSFER ISSUER NO N/A N/A
TREASURY STOCK HELD BY THE COMPANY TO THE PARTICIPANTS
SENIOR EXECUTIVES IN THE VOLVO GROUP, INCLUDING MEMBERS
OF THE GROUP EXECUTIVE COMMITTEE AND OTHER EXECUTIVES
THAT THE BOARD SELECTS TO FULFILL THE COMPANY'S
UNDERTAKING IN ACCORDANCE WITH THE PROGRAM NEW
SHARE-BASED INCENTIVE PROGRAM AND APPROVE THAT A TOTAL
OF A MAXIMUM OF 110,000 SERIES B SHARES CAN BE
TRANSFERRED; PREFERENTIAL RIGHTS TO ACQUIRE SHARES SHALL
ACCRUE TO THE PARTICIPANTS WHO ARE ENTITLED TO ACQUIRE
SHARES IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE
PROGRAM; THE PARTICIPANTS PREFERENTIAL RIGHT TO ACQUIRE
SHARES SHALL BE EXERCISED DURING THE SECOND QUARTER OF
2005; THE PARTICIPANTS SHALL NOT MAKE ANY PAYMENT FOR THE
SHARES ACQUIRED UNDER THE PROGRAM; THE TRANSFER OF
SHARES MAY OCCUR ON ONE OR MORE OCCASIONS
AGM PROPOSAL #L.: APPROVE TO CHANGE THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION SO THAT HOLDERS OF SERIES A SHARES ARE
PERMITTED TO CONVERT SERIES A SHARES TO SERIES B SHARES
ON A ONE-FOR-ONE BASIS
- ----------------------------------------------------------------------------------------------------
Issuer: WING HANG BANK LTD
Ticker: N/A CUSIP: N/A
Meeting Date 4/22/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: RECEIVE AND APPROVE THE STATEMENT OF ISSUER YES FOR N/A
ACCOUNTS AND THE REPORTS OF THE DIRECTORS AND THE
AUDITORS FOR THE YE 31 DEC 2003
PROPOSAL #2.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #3.: ELECT THE DIRECTORS AND AUTHORIZE THE BOARD ISSUER YES ABSTAIN N/A
OF DIRECTORS TO FIX DIRECTORS FEES
PROPOSAL #4.: RE-APPOINT THE AUDITORS AND AUTHORIZE THE ISSUER YES ABSTAIN N/A
DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #5.: APPROVE TO ADOPT A NEW EMPLOYEE INCENTIVE ISSUER YES FOR N/A
PLAN
PROPOSAL #6.: GRANT A GENERAL MANDATE TO THE DIRECTORS TO ISSUER YES AGAINST N/A
ISSUE ADDITIONAL SHARES NOT EXCEEDING 20% OF THE ISSUED
SHARE CAPITAL
PROPOSAL #7.: GRANT A GENERAL MANDATE TO THE DIRECTORS TO ISSUER YES FOR N/A
REPURCHASE SHARES NOT EXCEEDING 10% OF THE ISSUED SHARE
CAPITAL
PROPOSAL #8.: APPROVE TO EXTEND THE GENERAL MANDATE UNDER ISSUER YES FOR N/A
RESOLUTION 6 HEREOF BY INCREASING THE NUMBER OF SHARES
PERMITTED TO BE ISSUED EQUIVALENT TO THE NUMBER OF SHARES
REPURCHASED UNDER RESOLUTION 7 HEREOF
PROPOSAL #S.9: AMEND ARTICLES 2, 17, 78, 90, 101(H) AND ISSUER YES FOR N/A
143 OF THE ARTICLES OF ASSOCIATION OF THE BANK
- ----------------------------------------------------------------------------------------------------
Issuer: YARA INTL ASA
Ticker: N/A CUSIP: N/A
Meeting Date 6/16/2004 For/Against
Proposal: Proposed by Voted? Vote Cast Mgmt
PROPOSAL #1.: ELECT THE CHAIRPERSON OF THE MEETING AND A ISSUER NO N/A N/A
PERSON TO CO-SIGN THE MINUTES OF THE EGM
PROPOSAL #2.: APPROVE THE REMUNERATION TO THE MEMBERS OF ISSUER NO N/A N/A
THE BOARD AND THE ALTERNATES
PROPOSAL #3.: APPROVE THE POWER OF ATTORNEY TO PURCHASE ISSUER NO N/A N/A
OWN SHARES; UNDER THIS AUTHORIZATION THE BOARD MAY BUY
BACK UP TO 15,972,130 OF THE COMPANY'S OWN SHARES 5%
OVER THE 18 MONTHS PERIOD COMMENCING 16 JUN 2004 WITHIN
IN THE PRICE RANGE FROM NOK 25 TO NOK 7; IF THE BOARD
DECIDES THAT THE SHARES ACQUIRED SHALL BE USED FOR
CAPITAL REDUCTION BY CANCELLATION OF SHARES IT IS A
PRECONDITION THAT AN AGREEMENT IS ENTERED INTO WITH THE
NORWEGIAN STATE SECURING THAT THE STATE'S OWNERSHIP
PRESENTLY 36,21% IS NOT AFFECTED AS A RESULT OF THIS
SIGNATURES
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.
VANGUARD TRUSTEES' EQUITY FUND
By: /s/John J. Brennan
(Heidi Stam)
John J. Brennan*
Chairman & Chief Executive Officer
Date: August 30, 2004
* By Power of Attorney. See File Number 2-57689, filed on December 26, 2002.
Incorporated by reference.
